Form 485BPOS VANGUARD FIXED INCOME

May 24, 2018 6:05 AM EDT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

Form N-1A
 
REGISTRATION STATEMENT (NO. 2-47371)  
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 121 [X]
and
 
REGISTRATION STATEMENT (NO. 811-02368) UNDER THE INVESTMENT COMPANY ACT
OF 1940  
Amendment No. 122 [X]
 
 
VANGUARD FIXED INCOME SECURITIES FUNDS
(Exact Name of Registrant as Specified in Declaration of Trust)
 
P.O. Box 2600, Valley Forge, PA 19482
(Address of Principal Executive Office)
 
Registrant’s Telephone Number (610) 669-1000
 
Anne E. Robinson, Esquire
P.O. Box 876
Valley Forge, PA 19482
 
It is proposed that this filing will become effective (check appropriate box)  
[ ] immediately upon filing pursuant to paragraph (b)  
[X] on May 24, 2018, pursuant to paragraph (b)  
[ ] 60 days after filing pursuant to paragraph (a)(1)  
[ ] on (date), pursuant to paragraph (a)(1)  
[ ] 75 days after filing pursuant to paragraph (a)(2)  
[ ] on (date), pursuant to paragraph (a)(2) of rule 485  
If appropriate, check the following box:  
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.  

 


Vanguard Ultra-Short-Term Bond Fund
Prospectus
 
May 24, 2018
 
Investor Shares & Admiral™ Shares
Vanguard Ultra-Short-Term Bond Fund Investor Shares (VUBFX)
Vanguard Ultra-Short-Term Bond Fund Admiral Shares (VUSFX)
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended January 31, 2018.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Investing With Vanguard 25
More on the Fund 6 Purchasing Shares 25
The Fund and Vanguard 17 Converting Shares 28
Investment Advisor 18 Redeeming Shares 30
Dividends, Capital Gains, and Taxes 19 Exchanging Shares 33
Share Price 21 Frequent-Trading Limitations 34
Financial Highlights 22 Other Rules You Should Know 36
    Fund and Account Updates 40
    Employer-Sponsored Plans 42
    Contacting Vanguard 43
    Additional Information 44
    Glossary of Investment Terms 46

 


 

Fund Summary

Investment Objective

The Fund seeks to provide current income while maintaining limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.17% 0.09%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

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Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 70% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in a diversified portfolio of high-quality and, to a lesser extent, medium-quality fixed income securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moody‘s Investors Service, Inc. (Moody‘s) or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor. The Fund may invest no more than 30% of its assets in medium-quality fixed income securities. The Fund is expected to maintain a dollar-weighted average maturity of 0 to 2 years. Under normal circumstances, the Fund will invest at least 80% of its assets in fixed income securities.

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Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calender year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of relevant market indexes and a comparative benchmark, which have investment characteristics similar to those of the Fund. Returns for the Ultra-Short Obligations Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

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Annual Total Returns — Vanguard Ultra-Short-Term Bond Fund Investor Shares1


During the periods shown in the bar chart, the highest return for a calendar quarter was 0.49% (quarter ended March 31, 2016), and the lowest return for a quarter was 0.15% (quarter ended September 30, 2016).

Average Annual Total Returns for Periods Ended December 31, 2017    
    Since
    Inception
    Feb. 24,
  1 Year 2015
Vanguard Ultra-Short-Term Bond Fund Investor Shares    
Return Before Taxes 1.23% 0.95%
Return After Taxes on Distributions 0.61 0.51
Return After Taxes on Distributions and Sale of Fund Shares 0.70 0.52
Vanguard Ultra-Short-Term Bond Fund Admiral Shares    
Return Before Taxes 1.37% 1.03%
Comparative Benchmarks    
Bloomberg Barclays U.S. Treasury Bellwethers: 1 Year Index    
(reflects no deduction for fees, expenses, or taxes) 0.61% 0.59%
Bloomberg Barclays U.S. Aggregate Bond Index    
(reflects no deduction for fees, expenses, or taxes) 3.54 1.94
Ultra-Short Obligations Funds Average    
(reflects no deduction for taxes) 1.31 0.89

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and

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local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since 2017.

Daniel Shaykevich, Principal of Vanguard. He has co-managed the Fund since April 2018.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

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More on the Fund

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.

Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Fund Expenses
 
All mutual funds have operating expenses. These expenses, which are deducted
from a fund’s gross income, are expressed as a percentage of the net assets of
the fund. Assuming that operating expenses remain as stated in the Fees and
Expenses section, Vanguard Ultra-Short-Term Bond Fund’s expense ratios would
be as follows: for Investor Shares, 0.20%, or $2.00 per $1,000 of average net
assets; for Admiral Shares, 0.10%, or $1.00 per $1,000 of average net assets.
The average expense ratio for ultra-short obligations funds in 2017 was 0.51%, or
$5.10 per $1,000 of average net assets (derived from data provided by Lipper, a
Thomson Reuters Company, which reports on the mutual fund industry).

 

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

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The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. However, the Fund’s 80% investment policy may be changed only upon 60 days’ notice to shareholders.

Market Exposure

The Fund invests mainly in bonds. As a result, it is subject to certain risks.


The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

How Interest Rate Changes Affect the Value of a $1,000 Bond1    
  After a 1% After a 1% After a 2% After a 2%
Type of Bond (Maturity) Increase Decrease Increase Decrease
Short-Term (2.5 years) $977 $1,024 $954 $1,049
Intermediate-Term (10 years) 922 1,086 851 1,180
Long-Term (20 years) 874 1,150 769 1,328
1 Assuming a 4% coupon rate.        

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.

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Plain Talk About Bonds and Interest Rates
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest rates
move in opposite directions? Let’s assume that you hold a bond offering a 4%
yield. A year later, interest rates are on the rise and bonds of comparable quality
and maturity are offered with a 5% yield. With higher-yielding bonds available,
you would have trouble selling your 4% bond for the price you paid—you would
probably have to lower your asking price. On the other hand, if interest rates were
falling and 3% bonds were being offered, you should be able to sell your 4% bond
for more than you paid.

 

Changes in interest rates can affect bond income as well as bond prices.


The Fund is subject to income risk, which is the chance that the Fund‘s income will decline because of falling interest rates. A fund‘s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally high for short-term bond funds, so investors should expect the Fund‘s monthly income to fluctuate.

Plain Talk About Bond Maturities
 
A bond is issued with a specific maturity date—the date when the issuer must pay
back the bond’s principal (face value). Bond maturities range from less than 1 year
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk
you, as a bond investor, will face as interest rates rise—but also the higher the
potential yield you could receive. Longer-term bonds are more suitable for
investors willing to take a greater risk of price fluctuations to get higher and more
stable interest income. Shorter-term bond investors should be willing to accept
lower yields and greater income variability in return for less fluctuation in the value
of their investment. The stated maturity of a bond may differ from the effective
maturity of a bond, which takes into consideration that an action such as a call or
refunding may cause bonds to be repaid before their stated maturity dates.

 

Although falling interest rates tend to strengthen bond prices, they can cause other problems for bond fund investors—bond calls and prepayments.

The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation

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above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. For mortgage-backed securities, the risk that borrowers (e.g., homeowners) may refinance their mortgages at lower interest rates is know as prepayment risk. Call/prepayment risk should be low for the Fund because it invests mainly in securities that are not callable.

Plain Talk About Callable Bonds
 
Although bonds are issued with clearly defined maturities, in some cases the
bond issuer has a right to call in (redeem) the bond earlier than its maturity date.
When a bond is called, the bondholder must replace it with another bond that
may have a lower yield than the original bond. One way for bond investors to
protect themselves against call risk is to purchase a bond early in its lifetime, long
before its call date. Another way is to buy bonds with lower coupon rates or
interest rates, which make them less likely to be called.

 


The Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality.

Plain Talk About Credit Quality
 
A bond’s credit-quality rating is an assessment of the issuer’s ability to pay interest
on the bond and, ultimately, to repay the principal. The lower the credit quality, the
greater the chance—in Vanguard’s opinion—that the bond issuer will default, or fail
to meet its payment obligations. All things being equal, the lower a bond’s credit
quality, the higher its yield should be to compensate investors for assuming
additional risk.

 


The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Corporate bonds are traded among dealers and brokers that connect buyers with sellers. Liquidity in the corporate bond market may be challenged depending on overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.

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To a limited extent, the Fund is exposed to event risk, which is the chance that corporate fixed income securities held by the Fund may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.

Plain Talk About Types of Bonds
 
Bonds are issued (sold) by many sources: Corporations issue corporate bonds;
the federal government issues U.S. Treasury bonds; agencies of the federal
government issue agency bonds; financial institutions issue asset-backed bonds;
and mortgage holders issue “mortgage-backed” pass-through certificates. Each
issuer is responsible for paying back the bond’s initial value as well as for making
periodic interest payments. Many bonds issued by government agencies and
entities are neither guaranteed nor insured by the U.S. government.

 

Security Selection

The Vanguard Group, Inc. (Vanguard), advisor to the Fund, uses a hub-and-satellite approach to managing Vanguard’s actively managed taxable bond funds. This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high-level risk allocation, and process oversight. Satellites—composed of portfolio managers, credit and quantitative analysts, and traders—construct the portfolio using the parameters set by the hub.

The types of financial instruments that may be purchased by the Fund are identified and explained as follows:

U.S. government and agency bonds represent loans by investors to the U.S.

Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation.

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Plain Talk About U.S. Government-Sponsored Entities
 
A variety of U.S. government-sponsored entities (GSEs), such as the Federal
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and
mortgage-backed securities. Although GSEs may be chartered or sponsored by
acts of Congress, they are not funded by congressional appropriations. In
September of 2008, the U.S. Treasury placed FNMA and FHLMC under
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to
manage their daily operations. In addition, the U.S. Treasury entered into
purchase agreements with FNMA and FHLMC to provide them with capital in
exchange for senior preferred stock. Generally, a GSE’s securities are neither
issued nor guaranteed by the U.S. Treasury and are not backed by the full faith
and credit of the U.S. government. In most cases, these securities are supported
only by the credit of the GSE, standing alone. In some cases, a GSE’s securities
may be supported by the ability of the GSE to borrow from the U.S. Treasury or
may be supported by the U.S. government in some other way. Securities issued
by the Government National Mortgage Association (GNMA), however, are backed
by the full faith and credit of the U.S. government.

 

Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, banker’s acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a fund to banks or large securities dealers. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, the fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the fund and order that the securities be used to pay off the seller’s debts. The Fund’s advisor believes that these risks can be controlled through careful security selection and monitoring.

Corporate debt obligations—usually called bonds—represent loans by an investor to a corporation.

Asset-backed securities are bonds that represent partial ownership in pools of consumer or commercial loans—most often credit card, automobile, or trade receivables. Asset-backed securities, which can be types of corporate fixed income obligations, are issued by entities formed solely for that purpose, but their value ultimately depends on repayments by underlying borrowers. A primary risk of asset-backed securities is that their maturity is difficult to predict, being driven by borrowers’ prepayments.

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Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrower’s real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.

International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a fund owns foreign bonds, it is subject to country risk, which is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bond’s value is designated in dollars rather than in the currency of the issuer’s country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuer’s ability (or the market’s perception of the issuer’s ability) to pay interest or repay principal.

• Foreign currency bonds are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. To the extent that a fund owns foreign currency bonds, it will hedge its exposure to those bonds back to the U.S. dollar. In addition to country risk, the fund is subject to currency hedging risk. Currency hedging risk is the chance that the currency hedging transactions entered into by the fund may not perfectly offset the fund’s foreign currency exposure.

Preferred stocks distribute set dividends from the issuer. The preferred-stock holder’s claim on the issuer’s income and assets ranks before that of common-stock holders, but after that of bondholders.

Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.


The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Other Investment Policies and Risks

In addition to investing in bonds and other fixed income securities, the Fund may make other kinds of investments to achieve its objective.

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The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by the Fund without limit.

The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of bonds. The Fund may purchase futures or ETFs when doing so will reduce the Fund’s transaction costs, facilitate cash management, mitigate risk, or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.


The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

• Adjust the overall credit risk of the portfolio or actively overweight or underweight credit risk to specific bond issuers.

• Hedge foreign currency exposure.

• Hedge foreign interest rate exposure.

The Fund‘s derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; currency swaps; foreign currency exchange forwards; interest rate swaps; total return swaps; credit default swaps; or

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other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements—tend to be more
specialized or complex and may be more difficult to accurately value.

 

Cash Management

The Fund‘s daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund

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lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed is consistent with the Fund‘s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund‘s objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or

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otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be sold—and need to be replaced—more frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds.

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Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that dealer
markups and other transaction costs will have on its return. Also, funds with high
turnover rates may be more likely to generate capital gains, including short-term
capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by management companies that may be
owned by one person, by a private group of individuals, or by public investors
who own the management company’s stock. The management fees charged by
these companies include a profit component over and above the companies’ cost
of providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds’ expenses low.

 

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Investment Advisor

The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of January 31, 2018, Vanguard served as advisor for approximately $4.1 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.

For the fiscal year ended January 31, 2018, the advisory expenses represented an effective annual rate of 0.01% of the Fund’s average net assets.

Although the Fund is managed solely by Vanguard, the Fund reserves the right to utilize a multimanager approach in the future. Under the terms of an SEC exemption, the Fund’s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended July 31.

The managers primarily responsible for the day-to-day management of the Fund are:

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2007, has worked in investment management since 2010, has managed investment portfolios since 2014, and has co-managed the Fund since 2017. Education: B.S., Southern Utah University; M.B.A., The Wharton School of the University of Pennsylvania.

Daniel Shaykevich, Principal of Vanguard. He has worked in investment management since 2001, has managed investment portfolios since 2004, has been with Vanguard since 2013, and has co-managed the Fund since April 2018. Education: B.S., Carnegie Mellon Unviersity.

The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

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Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Fund’s income dividends generally are declared monthly and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.

You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.

Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s sale of
investments. Income consists of interest the fund earns from its money market
and bond investments. Capital gains are realized whenever the fund sells
securities for higher prices than it paid for them. These capital gains are either
short-term or long-term, depending on whether the fund held the securities for
one year or less or for more than one year.

 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

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A sale or exchange of Fund shares is a taxable event. This means that you may have
a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable
event. By contrast, an exchange between classes of shares of different funds is a
taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax
status of all of your distributions.
 
Individuals, trusts, and estates whose income exceeds certain threshold amounts are
subject to a 3.8% Medicare contribution tax on “net investment income.” Net
investment income takes into account distributions paid by the Fund and capital gains
from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains
or losses from any sale or exchange of Fund shares, may be subject to state and local
income taxes. Depending on your state’s rules, however, any dividends attributable to
interest earned on direct obligations of the U.S. government may be exempt from
state and local taxes. Vanguard will notify you each year how much, if any, of your
dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a
tax-advantaged account, such as an IRA or an employer-sponsored retirement or
savings plan, special tax rules apply. Please consult your tax advisor for detailed
information about any tax consequences for you.
 
General Information
Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions
or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.

 

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

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Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Plain Talk About How to Read the Financial Highlights Tables
 
This explanation uses the Fund’s Investor Shares as an example. The Investor
Shares began fiscal year 2018 with a net asset value (share price) of $10.00 per
share. During the year, each Investor Share earned $0.154 from investment
income (interest). There was a decline of $0.037 per share in the value of
investments held or sold by the Fund, resulting in a net gain of $0.117 per share.
 
Shareholders received $0.147 per share in the form of dividend and capital gains
distributions. A portion of each year’s distributions may come from the prior
year’s income or capital gains.
 
The share price at the end of the year was $9.97, reflecting earnings of $0.117 per
share and distributions of $0.145 per share. This was a decrease of $0.03 per
share (from $10.00 at the beginning of the year to $9.97 at the end of the year).
For a shareholder who reinvested the distributions in the purchase of more
shares, the total return was 1.17% for the year.
 
As of January 31, 2018, the Investor Shares had approximately $179 million in net
assets. For the year, the expense ratio was 0.20% ($2.00 per $1,000 of net
assets), and the net investment income amounted to 1.54% of average net
assets. The Fund sold and replaced securities valued at 70% of its net assets.

 

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Ultra-Short-Term Bond Fund Investor Shares      
 
 
  Year Ended Feb. 10,
    Jan. 31, 20151 to
      Jan. 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016
Net Asset Value, Beginning of Period $10.00 $9.99 $10.00
Investment Operations      
Net Investment Income .1542 .106 .054
Net Realized and Unrealized Gain (Loss)      
on Investments (.037) .006 (.010)
Total from Investment Operations .117 .112 .044
Distributions      
Dividends from Net Investment Income (.145) (.102) (.054)
Distributions from Realized Capital Gains (.002)
Total Distributions (.147) (.102) (.054)
Net Asset Value, End of Period $9.97 $10.00 $9.99
Total Return3 1.17% 1.13% 0.44%
Ratios/Supplemental Data      
Net Assets, End of Period (Millions) $179 $131 $47
Ratio of Total Expenses to Average Net Assets 0.20% 0.20% 0.20%4
Ratio of Net Investment Income to Average Net Assets 1.54% 1.11% 0.66%4
Portfolio Turnover Rate 70% 81% 24%
1 Subscription period for the Fund was February 10, 2015, to February 23, 2015, during which time all assets were held in
money market instruments. Performance measurement began February 24, 2015, at a net asset value of $10.00.  
2 Calculated based on average shares outstanding.      
3 Total returns do not include account service fees that may have applied in the periods shown.    
4 Annualized.      

 

23


 

Ultra-Short-Term Bond Fund Admiral Shares      
 
 
  Year Ended Feb. 10,
  January 31, 20151 to
      Jan. 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016
Net Asset Value, Beginning of Period $20.00 $19.98 $20.00
Investment Operations      
Net Investment Income .3282 .228 .122
Net Realized and Unrealized Gain (Loss)      
on Investments (.077) .015 (.021)
Total from Investment Operations .251 .243 .101
Distributions      
Dividends from Net Investment Income (.307) (.223) (.121)
Distributions from Realized Capital Gains (.004)
Total Distributions (.311) (.223) (.121)
Net Asset Value, End of Period $19.94 $20.00 $19.98
Total Return3 1.26% 1.22% 0.51%
Ratios/Supplemental Data      
Net Assets, End of Period (Millions) $3,474 $2,024 $465
Ratio of Total Expenses to Average Net Assets 0.10% 0.12% 0.12%4
Ratio of Net Investment Income to Average Net Assets 1.64% 1.19% 0.74%4
Portfolio Turnover Rate 70% 81% 24%
1 Subscription period for the Fund was February 10, 2015, to February 23, 2015, during which time all assets were held in
money market instruments. Performance measurement began February 24, 2015, at a net asset value of $20.00.
2 Calculated based on average shares outstanding.      
3 Total returns do not include account service fees that may have applied in the periods shown.    
4 Annualized.      

 

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares To open and maintain an account. $3,000.

To add to an existing account. Generally $1.

25


 

Account Minimums for Admiral Shares

To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

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By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.

By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See

Exchanging Shares.

Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you

27


 

selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the

28


 

time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Mandatory Conversions to Investor Shares

If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in

29


 

the account balance because of market movement may result in such a conversion.

Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

By writing a check. If you have established the checkwriting service on your account, you can redeem shares by writing a check for $250 or more.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund. For example, if you redeem $100 via a wire, you will receive the full $100, and your fund account will also be assessed the $10 fee by redeeming additional fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the fee amount. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through

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intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares

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generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that

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the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade

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date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

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• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an

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intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

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Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:

• Authorization to act on the account (as the account owner or by legal documentation or other means).

• Account registration and address.

• Fund name and account number, if applicable.

• Other information relating to the caller, the account owner, or the account.

Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally include:

• An original signature and date from the authorized person(s).

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

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Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

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If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

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Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

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Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Ultra-Short-Term Bond Fund twice a year, in March and September. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Reports from the advisor.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

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Employer-Sponsored Plans

Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.

• If you have any questions about the Fund or Vanguard, including those about the Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.

• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.

• Be sure to carefully read each topic that pertains to your transactions with Vanguard.

Vanguard reserves the right to change its policies without notice to shareholders.

Transactions

Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.

If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.

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Contacting Vanguard  
 
 
Web  
Vanguard.com For the most complete source of Vanguard news
  For fund, account, and service information
  For most account transactions
  For literature requests
  24 hours a day, 7 days a week
 
Phone  
Vanguard Tele-Account® 800-662-6273 For automated fund and account information
  Toll-free, 24 hours a day, 7 days a week
Investor Information 800-662-7447 For fund and service information
(Text telephone for people with hearing For literature requests
impairment at 800-749-7273)  
Client Services 800-662-2739 For account information
(Text telephone for people with hearing For most account transactions
impairment at 800-749-7273)  
Participant Services 800-523-1188 For information and services for participants in employer-
(Text telephone for people with hearing sponsored plans
impairment at 800-749-7273)  
Institutional Division For information and services for large institutional investors
888-809-8102  
Financial Advisor and Intermediary For information and services for financial intermediaries
Sales Support 800-997-2798 including financial advisors, broker-dealers, trust institutions,
  and insurance companies
Financial Advisory and Intermediary For account information and trading support for financial
Trading Support 800-669-0498 intermediaries including financial advisors, broker-dealers,
  trust institutions, and insurance companies

 

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Vanguard Addresses

Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.

Regular Mail (Individuals)   The Vanguard Group  
    P.O. Box 1110    
    Valley Forge, PA 19482-1110  
Regular Mail (Institutions, Intermediaries, and The Vanguard Group  
Employer-Sponsored Plan Participants) P.O. Box 2900    
    Valley Forge, PA 19482-2900  
Registered, Express, or Overnight Mail The Vanguard Group  
    455 Devon Park Drive  
    Wayne, PA 19087-1815  
 
 
Additional Information        
 
 
  Inception Newspaper Vanguard CUSIP
  Date Abbreviation Fund Number Number
Ultra-Short-Term Bond Fund        
Investor Shares 2/24/2015 UltSTBdInv 1492 922031729
Admiral Shares 2/24/2015 UltSTBdAdm 592 922031711

 

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CFA® is a registered trademark owned by CFA Institute.

BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. Treasury Bellwethers: 1 Year Index and Bloomberg Barclays U.S. Aggregate Bond Index (the Indices or Bloomberg Barclays Indices).

Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Ultra-Short-Term Bond Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Ultra-Short-Term Bond Fund. The Indices are licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Ultra-Short-Term Bond Fund. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Indices is the licensing of the Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Ultra-Short-Term Bond Fund or the owners of the Ultra-Short-Term Bond Fund.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Indices in connection with the Ultra-Short-Term Bond Fund. Investors acquire the Ultra-Short-Term Bond Fund from Vanguard and investors neither acquire any interest in the Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Ultra-Short-Term Bond Fund. The Ultra-Short-Term Bond Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Ultra-Short-Term Bond Fund or the advisability of investing in securities generally or the ability of the Indices to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Ultra-Short-Term Bond Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Ultra-Short-Term Bond Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Ultra-Short-Term Bond Fund or any other third party into consideration in determining, composing or calculating the Indices. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Ultra-Short-Term Bond Fund.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Ultra-Short-Term Bond Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Ultra-Short-Term Bond Fund, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE ULTRA-SHORT-TERM BOND FUND.

None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

45


 

Glossary of Investment Terms

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bloomberg Barclays U.S. Aggregate Bond Index. An index that is the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with investment-grade ratings (rated Baa3 or above by Moody’s) and maturities of 1 year or more.

Bloomberg Barclays U.S. Treasury Bellwethers: 1 year Index. An index that consists of the most recently issued U.S. Treasury note with a maturity of 1 year.

Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

46


 

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the fund’s board of trustees and renegotiation with the lender syndicate on an annual basis.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

Principal. The face value of a debt instrument or the amount of money put into an investment.

Securities. Stocks, bonds, money market instruments, and other investments.

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.

47


 

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P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard Ultra-Short-Term Bond Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a participant in an employer-sponsored plan:

The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

You can review and copy information about the Fund (including the SAI) at the SEC’s Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

Fund’s Investment Company Act file number: 811-02368

© 2018 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
 
P 1492 052018

 


Vanguard Bond Funds  
Prospectus  
 
May 24, 2018  
 
 
Investor Shares & Admiral™ Shares  
Vanguard Short-Term Treasury Fund Investor Shares  (VFISX)
Vanguard Short-Term Treasury Fund Admiral Shares  (VFIRX)
Vanguard Short-Term Federal Fund Investor Shares  (VSGBX)
Vanguard Short-Term Federal Fund Admiral Shares  (VSGDX)
Vanguard Short-Term Investment-Grade Fund Investor Shares (VFSTX)
Vanguard Short-Term Investment-Grade Fund Admiral Shares (VFSUX)
Vanguard Intermediate-Term Treasury Fund Investor Shares                 (VFITX)
Vanguard Intermediate-Term Treasury Fund Admiral Shares                  (VFIUX)
Vanguard Intermediate-Term Investment-Grade Fund Investor Shares      (VFICX)
Vanguard Intermediate-Term Investment-Grade Fund Admiral Shares      (VFIDX)
Vanguard GNMA Fund Investor Shares  (VFIIX)
Vanguard GNMA Fund Admiral Shares  (VFIJX)
Vanguard Long-Term Treasury Fund Investor Shares  (VUSTX)
Vanguard Long-Term Treasury Fund Admiral Shares  (VUSUX)
Vanguard Long-Term Investment-Grade Fund Investor Shares                 (VWESX)
Vanguard Long-Term Investment-Grade Fund Admiral Shares (VWETX)

 

This prospectus contains financial data for the Funds through the fiscal year ended January 31, 2018.

The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.


 

Contents      
 
 
Vanguard Fund Summaries   Financial Highlights 66
Short-Term Treasury Fund 1 Investing With Vanguard 83
Short-Term Federal Fund 6 Purchasing Shares 83
Short-Term Investment-Grade Fund 11 Converting Shares 87
Intermediate-Term Treasury Fund 17 Redeeming Shares 88
Intermediate-Term Investment-Grade Fund 22 Exchanging Shares 92
GNMA Fund 28 Frequent-Trading Limitations 93
Long-Term Treasury Fund 33 Other Rules You Should Know 95
Long-Term Investment-Grade Fund 38 Fund and Account Updates 99
More on the Funds 44 Employer-Sponsored Plans 100
The Funds and Vanguard 60 Contacting Vanguard 102
Investment Advisors 60 Additional Information 104
Dividends, Capital Gains, and Taxes 63 Glossary of Investment Terms 106
Share Price 65    

 


 

Vanguard Short-Term Treasury Fund

Investment Objective

The Fund seeks to provide current income while maintaining limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.17% 0.09%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

1


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 280% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in U.S. Treasury securities, which include bills, bonds, and notes issued by the U.S. Treasury. The Fund is expected to maintain a dollar-weighted average maturity of 1 to 4 years.

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily

2


 

in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Short-Term Treasury Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –0.24%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 3.38% (quarter ended March 31, 2008), and the lowest return for a quarter was –1.14% (quarter ended June 30, 2008).

3


 

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Short-Term Treasury Fund Investor Shares      
Return Before Taxes 0.39% 0.49% 1.60%
Return After Taxes on Distributions –0.11 0.13 1.02
Return After Taxes on Distributions and Sale of Fund Shares 0.22 0.21 1.04
Vanguard Short-Term Treasury Fund Admiral Shares      
Return Before Taxes 0.39% 0.59% 1.70%
Bloomberg Barclays U.S. 1-5 Year Treasury Bond Index      
(reflects no deduction for fees, expenses, or taxes) 0.68% 0.73% 2.04%

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Gemma Wright-Casparius, Principal of Vanguard. She has managed the Fund since 2015.

4


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

5


 

Vanguard Short-Term Federal Fund

Investment Objective

The Fund seeks to provide current income while maintaining limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.17% 0.09%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

6


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 211% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in short-term bonds issued or guaranteed by the U.S. government and its agencies and instrumentalities, many of which are not backed by the full faith and credit of the U.S. government. The Fund is expected to maintain a dollar-weighted average maturity of 1 to 4 years.

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily

7


 

in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Short-Term Federal Fund Investor Shares1

 

 


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –0.36%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 3.89% (quarter ended December 31, 2008), and the lowest return for a quarter was –0.90% (quarter ended June 30, 2013).

8


 

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Short-Term Federal Fund Investor Shares      
Return Before Taxes 0.70% 0.68% 2.05%
Return After Taxes on Distributions 0.12 0.24 1.33
Return After Taxes on Distributions and Sale of Fund Shares 0.41 0.32 1.32
Vanguard Short-Term Federal Fund Admiral Shares      
Return Before Taxes 0.80% 0.78% 2.15%
Bloomberg Barclays U.S. 1-5 Year Government Bond Index      
(reflects no deduction for fees, expenses, or taxes) 0.69% 0.74% 2.06%

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Brian W. Quigley, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2015.

9


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

10


 

Vanguard Short-Term Investment-Grade Fund

Investment Objective

The Fund seeks to provide current income while maintaining limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.18% 0.09%
12b-1 Distribution Fee None None
Other Expenses 0.02% 0.01%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

11


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 86% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities, at least 80% of which will be short- and intermediate-term investment-grade securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moody‘s Investors Service, Inc. (Moody‘s) or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moody’s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor.) The Fund is expected to maintain a dollar-weighted average maturity of 1 to 4 years.

12


 

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality and, to a lesser extent, in bonds that are considered medium-quality.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be low for the Fund.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

13


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Short-Term Investment-Grade Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –0.54%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 6.02% (quarter ended June 30, 2009), and the lowest return for a quarter was –3.42% (quarter ended September 30, 2008).

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Short-Term Investment-Grade Fund Investor Shares      
Return Before Taxes 2.02% 1.70% 2.85%
Return After Taxes on Distributions 1.14 0.81 1.77
Return After Taxes on Distributions and Sale of Fund Shares 1.14 0.90 1.77
Vanguard Short-Term Investment-Grade Fund Admiral Shares      
Return Before Taxes 2.12% 1.80% 2.96%
Bloomberg Barclays U.S. 1-5 Year Credit Bond Index      
(reflects no deduction for fees, expenses, or taxes) 2.32% 1.83% 3.49%

 

14


 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since April 2018.

Daniel Shaykevich, Principal of Vanguard. He has co-managed the Fund since April 2018.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

15


 

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

16


 

Vanguard Intermediate-Term Treasury Fund

Investment Objective

The Fund seeks to provide a moderate and sustainable level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.17% 0.09%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

17


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 181% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in U.S. Treasury securities, which include bills, bonds, and notes issued by the U.S. Treasury. The Fund is expected to maintain a dollar-weighted average maturity of 5 to 10 years.

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Fund’s monthly income to fluctuate accordingly.

18


 

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Intermediate-Term Treasury Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –1.30%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 7.97% (quarter ended December 31, 2008), and the lowest return for a quarter was –3.42% (quarter ended December 31, 2016).

 

19


 

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Intermediate-Term Treasury Fund Investor Shares      
Return Before Taxes 1.57% 1.07% 3.58%
Return After Taxes on Distributions 0.81 0.21 2.38
Return After Taxes on Distributions and Sale of Fund Shares 0.89 0.47 2.45
Vanguard Intermediate-Term Treasury Fund Admiral Shares      
Return Before Taxes 1.67% 1.17% 3.70%
Bloomberg Barclays U.S. 5-10 Year Treasury Bond Index      
(reflects no deduction for fees, expenses, or taxes) 2.17% 1.32% 4.24%

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Gemma Wright-Casparius, Principal of Vanguard. She has managed the Fund since 2015.

20


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

21


 

Vanguard Intermediate-Term Investment-Grade Fund

Investment Objective

The Fund seeks to provide a moderate and sustainable level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.17% 0.08%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.02%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

22


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 63% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities, at least 80% of which will be short- and intermediate-term investment-grade securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moody‘s Investors Service, Inc. (Moody‘s) or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor.) The Fund is expected to maintain a dollar-weighted average maturity of 5 to 10 years.

23


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Fund’s monthly income to fluctuate accordingly.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Call risk, which is the chance that during periods of falling interest rates, issuers of

callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be moderate for the Fund.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally moderate for intermediate-term bond funds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality and, to a lesser extent, in bonds that are considered medium-quality.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

24


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Intermediate-Term Investment-Grade Fund Investor Shares1

 


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –1.84%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 8.16% (quarter ended June 30, 2009), and the lowest return for a quarter was –6.06% (quarter ended September 30, 2008).

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Intermediate-Term Investment-Grade Fund Investor Shares    
Return Before Taxes 4.15% 2.76% 5.08%
Return After Taxes on Distributions 2.87 1.20 3.28
Return After Taxes on Distributions and Sale of Fund Shares 2.38 1.45 3.29
Vanguard Intermediate-Term Investment-Grade Fund Admiral Shares    
Return Before Taxes 4.26% 2.86% 5.19%
Bloomberg Barclays U.S. 5-10 Year Credit Bond Index      
(reflects no deduction for fees, expenses, or taxes) 5.57% 3.30% 5.91%

 

25


 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since April 2018.

Daniel Shaykevich, Principal of Vanguard. He has co-managed the Fund since April 2018.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

26


 

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

27


 

Vanguard GNMA Fund

Investment Objective

The Fund seeks to provide a moderate level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.18% 0.10%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.21% 0.11%

 

28


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $22 $68 $118 $268
Admiral Shares $11 $35 $62 $141

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 620% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in Government National Mortgage Association (GNMA) pass-through certificates, which are fixed income securities representing part ownership in a pool of mortgage loans supported by the full faith and credit of the U.S. government. The balance of the Fund’s assets may be invested in other types of securities, such as U.S. Treasury or other U.S. government agency securities, including pass-through certificates, as well as in repurchase agreements collateralized by such securities. Securities issued by most U.S. government agencies, other than the U.S. Treasury and GNMA, are neither guaranteed by the U.S. Treasury nor supported by the full faith and credit of the U.S. government. The Fund’s dollar-weighted average maturity depends on homeowner prepayments of the underlying mortgages. Although the Fund does not observe specific maturity guidelines, its dollar-weighted average maturity will normally fall within an intermediate-term range (3 to 10 years).

29


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgage’s principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such prepayments and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Prepayment risk is high for the Fund.

Extension risk, which is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Fund’s ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Fund’s monthly income to fluctuate accordingly.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, GNMA prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount GNMA prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

30


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard GNMA Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –1.12%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 3.97% (quarter ended December 31, 2008), and the lowest return for a quarter was –2.79% (quarter ended June 30, 2013).

Average Annual Total Returns for Periods Ended December 31, 2017

  1 Year 5 Years 10 Years
Vanguard GNMA Fund Investor Shares      
Return Before Taxes 1.87% 1.86% 3.85%
Return After Taxes on Distributions 0.72 0.69 2.44
Return After Taxes on Distributions and Sale of Fund Shares 1.05 0.89 2.43
Vanguard GNMA Fund Admiral Shares      
Return Before Taxes 1.97% 1.96% 3.95%
Bloomberg Barclays U.S. GNMA Bond Index      
(reflects no deduction for fees, expenses, or taxes) 1.86% 1.70% 3.84%

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the


 

shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

Wellington Management Company LLP (Wellington Management)

Portfolio Manager

Michael F. Garrett, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed the Fund since 2006.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

32


 

Vanguard Long-Term Treasury Fund

Investment Objective

The Fund seeks to provide a high and sustainable level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.17% 0.09%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.20% 0.10%

 

33


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $20 $64 $113 $255
Admiral Shares $10 $32 $56 $128

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 103% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in U.S. Treasury securities, which include bills, bonds, and notes issued by the U.S. Treasury. The Fund is expected to maintain a dollar-weighted average maturity of 15 to 30 years.

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of shorter-term bonds.

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Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk should be low for the Fund because it invests primarily in long-term bonds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Long-Term Treasury Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –3.61%

During the periods shown in the bar chart, the highest return for a calendar quarter was 24.73% (quarter ended September 30, 2011), and the lowest return for a quarter was –12.07% (quarter ended December 31, 2016).

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Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Long-Term Treasury Fund Investor Shares      
Return Before Taxes 8.58% 3.35% 6.35%
Return After Taxes on Distributions 7.33 1.70 4.51
Return After Taxes on Distributions and Sale of Fund Shares 4.83 1.92 4.37
Vanguard Long-Term Treasury Fund Admiral Shares      
Return Before Taxes 8.69% 3.45% 6.47%
Bloomberg Barclays U.S. Long Treasury Bond Index      
(reflects no deduction for fees, expenses, or taxes) 8.53% 3.48% 6.55%

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

Gemma Wright-Casparius, Principal of Vanguard. She has managed the Fund since 2015.

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Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

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Vanguard Long-Term Investment-Grade Fund

Investment Objective

The Fund seeks to provide a high and sustainable level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    

 

Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.19% 0.11%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.22% 0.12%

 

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Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $23 $71 $124 $280
Admiral Shares $12 $39 $68 $154

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 27% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities, at least 80% of which will be intermediate- and long-term investment-grade securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moody‘s Investors Service, Inc. (Moody‘s) or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor.) The Fund’s dollar-weighted average maturity is expected to fall within a range that is five years shorter than or five years longer than that of its benchmark index, which had a dollar-weighted average maturity of 23.4 years as of January 31, 2018. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of securities for the Fund.

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Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of shorter-term bonds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Call risk, which is the chance that during periods of falling interest rates, issuers of

callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be moderate for the Fund. To minimize the impact of call risk, the advisors generally seek to purchase bonds that have reasonable protection from being called.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality and, to a lesser extent, in bonds that are considered medium-quality.

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk should be low for the Fund because it invests primarily in long-term bonds.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard Long-Term Investment-Grade Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –4.45%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 11.33% (quarter ended September 30, 2009), and the lowest return for a quarter was –8.28% (quarter ended March 31, 2009).

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Long-Term Investment-Grade Fund Investor Shares      
Return Before Taxes 11.93% 5.59% 7.78%
Return After Taxes on Distributions 9.55 3.22 5.50
Return After Taxes on Distributions and Sale of Fund Shares 6.98 3.28 5.18
Vanguard Long-Term Investment-Grade Fund Admiral Shares      
Return Before Taxes 12.04% 5.70% 7.89%
Bloomberg Barclays U.S. Long Credit A or Better Bond Index      
(reflects no deduction for fees, expenses, or taxes) 11.49% 5.20% 7.38%

 

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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisors

Wellington Management Company LLP (Wellington Management)

The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Scott I. St. John, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed a portion of the Fund since 2014.

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since April 2018.

Daniel Shaykevich, Principal of Vanguard. He has co-managed a portion of the Fund since April 2018.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

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Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.

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More on the Funds

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

This prospectus offers the Funds’ Investor Shares and Admiral Shares. A separate prospectus offers Institutional Shares of Vanguard Short-Term Investment-Grade Fund, which are generally for investors who invest a minimum of $5 million.

All share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds‘ board of trustees, which oversees each Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Fund’s investment objective is not fundamental and may be changed without a shareholder vote. However, each Fund‘s 80% investment policy may be changed only upon 60 days‘ notice to shareholders.

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Market Exposure

Each Fund offered in this prospectus seeks to provide current income by investing in fixed income securities that meet defined standards for credit quality and maturity. These standards vary among the Funds, as shown in the following table. As a result, the levels of income provided by the Funds will vary, with the Short-Term Treasury Fund generally providing the least income and the Long-Term Investment-Grade Fund generally providing the most income.

    Expected
    Dollar-Weighted
Vanguard Fund Primary Investments Average Maturity
Short-Term Treasury U.S. Treasury bonds 1–4 years
Short-Term Federal U.S. government agency bonds 1–4 years
Short-Term Investment-Grade Investment-grade bonds 1–4 years
Intermediate-Term Treasury U.S. Treasury bonds 5–10 years
Intermediate-Term Investment-Grade Investment-grade bonds 5–10 years
GNMA GNMA pass-through certificates Generally 3–10 years
Long-Term Treasury U.S. Treasury bonds 15–30 years
Long-Term Investment-Grade Investment-grade bonds Generally 15–30 years

 


Each Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

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How Interest Rate Changes Affect the Value of a $1,000 Bond1    
  After a 1% After a 1% After a 2% After a 2%
Type of Bond (Maturity) Increase Decrease Increase Decrease
Short-Term (2.5 years) $977 $1,024 $954 $1,049
Intermediate-Term (10 years) 922 1,086 851 1,180
Long-Term (20 years) 874 1,150 769 1,328
1 Assuming a 4% coupon rate.        

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.

Plain Talk About Bonds and Interest Rates
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest rates
move in opposite directions? Let’s assume that you hold a bond offering a 4%
yield. A year later, interest rates are on the rise and bonds of comparable quality
and maturity are offered with a 5% yield. With higher-yielding bonds available,
you would have trouble selling your 4% bond for the price you paid—you would
probably have to lower your asking price. On the other hand, if interest rates were
falling and 3% bonds were being offered, you should be able to sell your 4%
bond for more than you paid.
 
How mortgage-backed securities are different: In general, declining interest rates
will not lift the prices of mortgage-backed securities—such as those guaranteed
by the Government National Mortgage Association—as much as the prices of
comparable bonds. Why? Because when interest rates fall, the bond market
tends to discount the prices of mortgage-backed securities for prepayment risk—
the possibility that homeowners will refinance their mortgages at lower rates and
cause the bonds to be paid off prior to maturity. In part to compensate for this
prepayment possibility, mortgage-backed securities tend to offer higher yields
than other bonds of comparable credit quality and maturity. In contrast, when
interest rates rise, prepayments tend to slow down, subjecting mortgage-backed
securities to extension risk—the possibility that homeowners will repay their
mortgages at slower rates. This will lengthen the duration or average life of
mortgage-backed securities held by a fund and delay the fund’s ability to reinvest
proceeds at higher interest rates, making the fund more sensitive to changes in
interest rates.

 

Changes in interest rates can affect bond income as well as bond prices.

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Each Fund is subject to income risk, which is the chance that the Fund‘s income will decline because of falling interest rates. A fund‘s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.

Plain Talk About Bond Maturities
 
A bond is issued with a specific maturity date—the date when the issuer must pay
back the bond’s principal (face value). Bond maturities range from less than 1 year
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk
you, as a bond investor, will face as interest rates rise—but also the higher the
potential yield you could receive. Longer-term bonds are more suitable for
investors willing to take a greater risk of price fluctuations to get higher and more
stable interest income. Shorter-term bond investors should be willing to accept
lower yields and greater income variability in return for less fluctuation in the value
of their investment. The stated maturity of a bond may differ from the effective
maturity of a bond, which takes into consideration that an action such as a call or
refunding may cause bonds to be repaid before their stated maturity dates.

 

Although falling interest rates tend to strengthen bond prices, they can cause other problems for bond fund investors—bond calls and prepayments.

Plain Talk About Callable Bonds
 
Although bonds are issued with clearly defined maturities, in some cases the
bond issuer has a right to call in (redeem) the bond earlier than its maturity date.
When a bond is called, the bondholder must replace it with another bond that
may have a lower yield than the original bond. One way for bond investors to
protect themselves against call risk is to purchase a bond early in its lifetime, long
before its call date. Another way is to buy bonds with lower coupon rates or
interest rates, which make them less likely to be called.

 

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Each Fund (other than the GNMA Fund) is subject, in varying degrees, to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate.

Call risk should be moderate for the Long-Term Investment-Grade and Intermediate-Term Investment-Grade Funds, low for the Short-Term Investment-Grade Fund, and very low for the remaining Funds.


The GNMA Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgage’s principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such prepayments and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Prepayment risk is high for the Fund.


Each Fund is subject, in varying degrees, to extension risk. Extension risk is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.

For funds that invest in mortgage-backed securities, like the GNMA Fund, extension risk is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Fund’s ability to reinvest proceeds at higher interest rates. Extension risk is high for the GNMA Fund, moderate for the Long-Term Investment-Grade and Intermediate-Term Investment-Grade Funds, low for the Short-Term Investment-Grade Fund, and very low for the remaining Funds.


Each Fund is subject, in varying degrees, to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline.

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Plain Talk About Credit Quality
 
A bond’s credit-quality rating is an assessment of the issuer’s ability to pay interest
on the bond and, ultimately, to repay the principal. The lower the credit quality, the
greater the chance—in Vanguard’s and another advisor’s opinion—that the bond
issuer will default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate investors
for assuming additional risk.

 

In absolute terms, the credit quality of the securities held by each Fund is high or upper-medium and, therefore, credit risk should be low for each Fund. In relative terms, the Short-Term Treasury, Intermediate-Term Treasury, GNMA, and Long-Term Treasury Funds (which invest primarily in U.S. Treasury-issued or Treasury-backed securities) and the Short-Term Federal Fund generally have the lowest credit risk—and generally the lowest yields—among the Funds. By contrast, the Short-Term Investment-Grade, Intermediate-Term Investment-Grade, and Long-Term Investment-Grade Funds generally have the highest credit risk—and generally the highest yields—among the Funds.

The following table details the Funds’ credit quality policies, which generally apply at the time of investment, and illustrates the comparative credit risk for each Fund. The Funds may continue to hold bonds that are downgraded after purchase, even if they would no longer be eligible as new investments for a Fund.

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Credit Ratings of the Funds’ Investments (Percentage of Fund Assets Under Normal Circumstances)

  Issued or Backed High or      
  by U.S. Gov’t. or Highest Upper-   Non-
  its Agencies and Quality Medium Medium Investment-
Vanguard Fund Instrumentalities (Non-Gov’t.) Quality Quality Grade
Short-Term Treasury 100% 0% 0% 0% 0%
Short-Term Federal 100% 0% 0% 0% 0%
Short-Term Investment-Grade       No more No more
  ————At least 65%————  
        than 30% than 5%
Intermediate-Term Treasury 100% 0% 0% 0% 0%
Intermediate-Term       No more No more
  ————At least 65%————  
Investment-Grade       than 30% than 5%
GNMA 100% 0% 0% 0% 0%
Long-Term Treasury 100% 0% 0% 0% 0%
Long-Term Investment-Grade       No more No more
  ————At least 65%————  
        than 30% than 5%

 

Each of the Investment-Grade Funds may invest no more than 30% of its assets in medium-quality fixed income securities, preferred stocks, and convertible securities, and no more than 5% of its assets in non-investment-grade fixed income securities, preferred stocks, and convertible securities. Non-investment-grade fixed income securities are those rated the equivalent of Moody’s Ba1 or below or, if unrated, are determined to be of comparable quality by the Fund’s advisor.


The Short-Term Investment-Grade, Intermediate-Term Investment-Grade, Long-Term Investment-Grade, and Long-Term Treasury Funds are subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Corporate bonds are traded among dealers and brokers that connect buyers with sellers. Liquidity in the corporate bond market may be challenged depending on overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.

To a limited extent, the Investment-Grade Funds are also exposed to event risk, which is the chance that corporate fixed income securities held by these Funds may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.

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Plain Talk About Types of Bonds
 
Bonds are issued (sold) by many sources: Corporations issue corporate bonds;
the federal government issues U.S. Treasury bonds; agencies of the federal
government issue agency bonds; financial institutions issue asset-backed bonds;
and mortgage holders issue “mortgage-backed” pass-through certificates. Each
issuer is responsible for paying back the bond’s initial value as well as for making
periodic interest payments. Many bonds issued by government agencies and
entities are neither guaranteed nor insured by the U.S. government.

 

Security Selection

Long-Term Investment-Grade Fund. The Long-Term Investment-Grade Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of securities for the Fund.

Wellington Management Company LLP (Wellington Management), advisor to a portion of the Long-Term Investment-Grade Fund, uses a process that combines top-down strategy with bottom-up fundamental research and comprehensive risk management. Broad strategy is developed by applying top-down sector, quality, and interest rate outlooks. The portfolio manager establishes the sector allocation and duration guidelines, and also uses Wellington Management’s in-house fixed income credit analysts for bottom-up analysis and security recommendations. Final buy/sell decisions are made by the portfolio manager based on relative valuation and fundamental credit research.

The Vanguard Group, Inc. (Vanguard), advisor to a portion of the Long-Term Investment-Grade Fund, uses a hub-and-satellite approach to managing Vanguard’s actively managed taxable bond funds. This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellites, composed of portfolio managers, credit and quantitative analysts, and traders, construct the portfolio using the parameters set by the hub.

GNMA Fund. Wellington Management, advisor to the GNMA Fund, uses a flexible and diversified strategy that seeks to generate total return in excess of the Bloomberg Barclays U.S. GNMA Bond Index. Wellington Management makes significant use of security selection to add value over a market cycle. The Mortgage Investment Team establishes guidelines for the key drivers of return by analyzing a variety of frameworks for relative value, including cash flow and option-adjusted spreads on representative mortgage-backed securities in a variety of subsectors and maturities. The mortgage-backed securities analysts and portfolio managers use proprietary modeling, structural analysis, liquidity assessments, and trading strategies to develop investment strategies.

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Using the analyst input, the mortgage-backed portfolio manager is responsible for identifying attractive securities that implement portfolio strategy.

Short-Term Treasury, Short-Term Federal, Short-Term Investment-Grade, Intermediate-Term Treasury, Intermediate-Term Investment-Grade, and Long-Term Treasury Funds. Vanguard, advisor to the remaining Funds, uses a hub-and-satellite approach to managing Vanguard’s actively managed taxable bond funds. This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellites, composed of portfolio managers, credit and quantitative analysts, and traders, construct the portfolio using the parameters set by the hub.

The grid that follows shows, at a glance, the types of financial instruments that may be purchased by each Fund. Explanations of each type of financial instrument follow the grid.

      Short-,  
  Short-,   Intermediate-,  
  Intermediate-,   and Long-Term  
  and Long-Term Short-Term Investment- GNMA
  Treasury Funds Federal Fund Grade Funds Fund
Corporate Debt Obligations      
U.S. Government & Agency Bonds
Municipal Bonds      
Mortgage-Backed Securities
Mortgage Dollar Rolls
Cash Equivalent Investments Including        
Repurchase Agreements 1 1 1
Futures, Options, and Other Derivatives
Asset-Backed Securities    
International Dollar-Denominated Bonds      
Foreign Currency Bonds      
Preferred Stocks      
Convertible Securities      
Collateralized Mortgage Obligations (CMOs)

 

1 Only repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities.

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Corporate debt obligations—usually called bonds—represent loans by an investor to a corporation.

U.S. government and agency bonds represent loans by investors to the U.S.

Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation.

Plain Talk About U.S. Government-Sponsored Entities
 
A variety of U.S. government-sponsored entities (GSEs), such as the Federal
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and
mortgage-backed securities. Although GSEs may be chartered or sponsored by
acts of Congress, they are not funded by congressional appropriations. In
September of 2008, the U.S. Treasury placed FNMA and FHLMC under
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to
manage their daily operations. In addition, the U.S. Treasury entered into
purchase agreements with FNMA and FHLMC to provide them with capital in
exchange for senior preferred stock. Generally, a GSE’s securities are neither
issued nor guaranteed by the U.S. Treasury and are not backed by the full faith
and credit of the U.S. government. In most cases, these securities are supported
only by the credit of the GSE, standing alone. In some cases, a GSE’s securities
may be supported by the ability of the GSE to borrow from the U.S. Treasury or
may be supported by the U.S. government in some other way. Securities issued
by the Government National Mortgage Association (GNMA), however, are backed
by the full faith and credit of the U.S. government.

 

• Municipal bonds represent loans by an investor to state or local governments or to other governmental authorities.

• Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrower’s real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with

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agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.

• Mortgage dollar rolls are transactions in which a fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the fund’s returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the fund’s portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the fund’s investment objective and risk profile.

• Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, banker’s acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a fund to banks or large securities dealers. The Treasury Funds, the GNMA Fund, and the Short-Term Federal Fund may invest only in repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, the fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the fund and order that the securities be used to pay off the seller’s debts. The Funds’ advisors believe that these risks can be controlled through careful security selection and monitoring.

• Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.

• Asset-backed securities are bonds that represent partial ownership in pools of consumer or commercial loans—most often credit card, automobile, or trade receivables. Asset-backed securities, which can be types of corporate fixed income obligations, are issued by entities formed solely for that purpose, but their value ultimately depends on repayments by underlying borrowers. A primary risk of asset-backed securities is that their maturity is difficult to predict, being driven by borrowers’ prepayments.

International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a fund owns foreign bonds, it is subject to country risk, which is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bond’s value is designated in dollars rather than in the currency of the issuer’s country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds

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directly, they could affect the value indirectly by adversely affecting the issuer’s ability (or the market’s perception of the issuer’s ability) to pay interest or repay principal.

• Foreign currency bonds are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. To the extent that a fund owns foreign currency bonds, it will hedge its exposure to those bonds back to the U.S. dollar. In addition to country risk, the fund is subject to currency hedging risk. Currency hedging risk is the chance that the currency hedging transactions entered into by the fund may not perfectly offset the fund’s foreign currency exposure.

Preferred stocks distribute set dividends from the issuer. The preferred-stock holder’s claim on the issuer’s income and assets ranks before that of common-stock holders, but after that of bondholders.

Convertible securities are bonds or preferred stocks that are convertible into, or exchangeable for, common stocks.

Collateralized mortgage obligations (CMOs) are special bonds that are collateralized by mortgages or mortgage pass-through securities. Cash flow rights on underlying mortgages—the rights to receive principal and interest payments—are divided up and prioritized to create short-, intermediate-, and long-term bonds. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bond’s maturity. Each Fund will invest only in CMOs that are believed to be consistent with its maturity and credit quality standards.


Each Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Other Investment Policies and Risks

In addition to investing in bonds and other fixed income securities, each Fund may make other kinds of investments to achieve its objective.

Each Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that a Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by a Fund without limit.

Each Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income

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futures and ETFs typically provide returns similar to those of bonds. A Fund may purchase futures or ETFs when doing so will reduce the Fund’s transaction costs, facilitate cash management, mitigate risk, or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.


Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Funds may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

• Adjust the overall credit risk of the portfolio or actively overweight or underweight

credit risk to specific bond issuers.

• Hedge foreign currency exposure.

• Hedge foreign interest rate exposure.

The Funds‘ derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; currency swaps; foreign currency exchange forwards; interest rate swaps; total return swaps; credit default swaps; or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

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Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements—tend to be more
specialized or complex and may be more difficult to accurately value.

 

Cash Management

Each Fund‘s daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, each Fund typically expects to meet redemptions with other positive cash flows. For the Long-Term Investment-Grade Fund, the Fund seeks first to meet redemptions from a cash or cash equivalent reserve or Vanguard may elect to instruct the advisor to sell a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. For all other Funds, in the event there are not offsetting positive cash flows, each Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, a Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that each Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. A Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, a Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

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Temporary Investment Measures

Each Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed is consistent with the Fund‘s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund‘s objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, each Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or

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prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Funds. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be sold—and need to be replaced—more frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds.

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Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that dealer
markups and other transaction costs will have on its return. Also, funds with high
turnover rates may be more likely to generate capital gains, including short-term
capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Funds and Vanguard

Each Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by management companies that may be
owned by one person, by a private group of individuals, or by public investors
who own the management company’s stock. The management fees charged by
these companies include a profit component over and above the companies’ cost
of providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds’ expenses low.

 

Investment Advisors

Two investment advisors manage the Funds, subject to the supervision and oversight of the trustees and officers of the Funds. The Long-Term Investment-Grade Fund uses a multimanager approach. Wellington Management Company LLP serves as the

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advisor to the GNMA Fund and to a portion of the Long-Term Investment-Grade Fund. The Vanguard Group, Inc., through its Fixed Income Group, serves as the advisor to the remaining Funds, as well as to a portion of the Long-Term Investment-Grade Fund.

Wellington Management Company LLP (Wellington Management), 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of January 31, 2018, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1.1 trillion in assets.

The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, began operations in 1975. As of January 31, 2018, Vanguard served as advisor for approximately $4.1 trillion in assets.

The GNMA and Long-Term Investment-Grade Funds each pay Wellington Management a fee, which is paid quarterly and is a percentage of average daily net assets under management by Wellington Management during the most recent fiscal quarter. The fee has breakpoints, which means that the percentage declines as assets go up. Vanguard provides investment advisory services to the remaining Funds (as well as to a portion of the Long-Term Investment-Grade Fund) on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.

For the fiscal year ended January 31, 2018, the advisory expenses or fees for each Fund (other than the Long-Term Investment-Grade Fund) represented an effective annual rate of 0.01% of the Fund’s average net assets. For the Long-Term Investment-Grade Fund, the aggregate advisory fees and expenses represented an effective annual rate of 0.03% of the Fund’s average net assets.

Under the terms of an SEC exemption, the Funds‘ board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Funds’ advisory arrangements will be communicated to shareholders in writing. As the Funds‘ sponsor and overall manager, Vanguard may provide investment advisory services to a Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Funds have filed an application seeking a similar SEC exemption with respect to investment

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advisors that are wholly owned subsidiaries of Vanguard. If granted, the Funds may rely on the new SEC relief.

For a discussion of why the board of trustees approved each Fund’s investment advisory arrangement, see the most recent semiannual reports to shareholders covering the fiscal period ended July 31.

The managers primarily responsible for the day-to-day management of the Funds are:

Michael F. Garrett, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has worked in investment management since 1991, has been with Wellington Management since 1999, and has managed the GNMA Fund since 2006. Education: B.A., Yale University.

Scott I. St. John, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has worked in investment management since 1995, has been with Wellington Management since 2003, and has managed a portion of the Long-Term Investment-Grade Fund since 2014. Education: B.S., Cornell University; M.B.A., University of Rochester.

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2007, has worked in investment management since 2010, has managed investment portfolios since 2014, has co-managed the Short-Term Investment-Grade and Intermediate-Term Investment-Grade Funds since April 2018, and has co-managed a portion of the Long-Term Investment-Grade Fund since April 2018. Education: B.S., Southern Utah University; M.B.A., The Wharton School of the University of Pennsylvania.

Brian W. Quigley, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2003; has worked in investment management since 2005; and has managed investment portfolios, including the Short-Term Federal Fund, since 2015. Education: B.S., Lehigh University.

Daniel Shaykevich, Principal of Vanguard. He has worked in investment management since 2001, has managed investment portfolios since 2004, has been with Vanguard since 2013, has co-managed the Short-Term Investment-Grade and Intermediate-Term Investment-Grade Funds since April 2018, and has co-managed a portion of the Long-Term Investment-Grade Fund since April 2018. Education: B.S., Carnegie Mellon University.

Gemma Wright-Casparius, Principal of Vanguard. She has worked in investment management since 2005; has managed investment portfolios since 2008; has been with Vanguard since 2011; and has managed the Short-Term Treasury, Intermediate-Term Treasury, and Long-Term Treasury Funds since 2015. Education: B.B.A. and M.B.A., Bernard M. Baruch College of The City University of New York.

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The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Funds.

Dividends, Capital Gains, and Taxes

Fund Distributions

Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Each Fund’s income dividends generally are declared daily and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year.

You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.

Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term or
long-term, depending on whether the fund held the securities for one year or less
or for more than one year.

 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

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• Capital gains distributions may vary considerably from year to year as a result of the Funds‘ normal investment activities and cash flows.

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you

complete your tax return.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.

Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your state’s rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.

This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.

General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in

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Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand each Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reports—along with each Fund’s financial statements—are included in the Funds‘ most recent annual reports to shareholders. You may obtain a free copy of the latest annual or semiannual reports by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Plain Talk About How to Read the Financial Highlights Tables
 
This explanation uses the Short-Term Treasury Fund’s Investor Shares as an
example. The Investor Shares began fiscal year 2018 with a net asset value (share
price) of $10.65 per share. During the year, each Investor Share earned $0.127
from investment income (interest). There was a decline of $0.16 per share in the
value of investments held or sold by the Fund, resulting in a net decline of $0.033
per share from investment operations.
 
Shareholders received $0.127 per share in the form of dividend distributions. A
portion of each year’s distributions may come from the prior year’s income or
capital gains.
 
The share price at the end of the year was $10.49, reflecting losses of $0.033 per
share and distributions of $0.127 per share. This was a decrease of $0.16 per
share (from $10.65 at the beginning of the year to $10.49 at the end of the year).
For a shareholder who reinvested the distributions in the purchase of more
shares, the total return was –0.31% for the year.
 
As of January 31, 2018, the Investor Shares had approximately $737 million in net
assets. For the year, the expense ratio was 0.20% ($2.00 per $1,000 of net
assets), and the net investment income amounted to 1.20% of average net
assets. The Fund sold and replaced securities valued at 280% of its net assets.

 

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Short-Term Treasury Fund Investor Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.65 $10.73 $10.75 $10.71 $10.73
Investment Operations          
Net Investment Income .1271 .094 .074 .055 .039
Net Realized and Unrealized Gain (Loss)          
on Investments (.160) (.048) (.004) .053 (.009)
Total from Investment Operations (.033) .046 .070 .108 .030
Distributions          
Dividends from Net Investment Income (.127) (.094) (.074) (.055) (.039)
Distributions from Realized Capital Gains (.032) (.016) (.013) (.011)
Total Distributions (.127) (.126) (.090) (.068) (.050)
Net Asset Value, End of Period $10.49 $10.65 $10.73 $10.75 $10.71
Total Return2 –0.31% 0.43% 0.66% 1.01% 0.28%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $737 $900 $1,005 $1,044 $1,151
Ratio of Total Expenses to          
Average Net Assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 1.20% 0.87% 0.69% 0.52% 0.37%
Portfolio Turnover Rate3 280% 249% 211% 87% 80%

 

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 7%, 3%, 35%, 22%, and 0% attributable to mortgage-dollar-roll activity.

67


 

Short-Term Treasury Fund Admiral Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.65 $10.73 $10.75 $10.71 $10.73
Investment Operations          
Net Investment Income .1381 .105 .085 .066 .050
Net Realized and Unrealized Gain (Loss)          
on Investments (.160) (.048) (.004) .053 (.009)
Total from Investment Operations (.022) .057 .081 .119 .041
Distributions          
Dividends from Net Investment Income (.138) (.105) (.085) (.066) (.050)
Distributions from Realized Capital Gains (.032) (.016) (.013) (.011)
Total Distributions (.138) (.137) (.101) (.079) (.061)
Net Asset Value, End of Period $10.49 $10.65 $10.73 $10.75 $10.71
Total Return2 –0.21% 0.53% 0.76% 1.11% 0.38%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $7,044 $6,805 $6,271 $5,915 $5,360
Ratio of Total Expenses to          
Average Net Assets 0.10% 0.10% 0.10% 0.10% 0.10%
Ratio of Net Investment Income to          
Average Net Assets 1.30% 0.97% 0.79% 0.62% 0.47%
Portfolio Turnover Rate3 280% 249% 211% 87% 80%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 7%, 3%, 35%, 22%, and 0% attributable to mortgage-dollar-roll activity.

68


 

Short-Term Federal Fund Investor Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.70 $10.79 $10.82 $10.74 $10.78
Investment Operations          
Net Investment Income .1421 .116 .095 .066 .058
Net Realized and Unrealized Gain (Loss)          
on Investments (.144) (.063) .005 .080 (.034)
Total from Investment Operations (.002) .053 .100 .146 .024
Distributions          
Dividends from Net Investment Income (.142) (.116) (.095) (.066) (.058)
Distributions from Realized Capital Gains (.006) (.027) (.035) (.006)
Total Distributions (.148) (.143) (.130) (.066) (.064)
Net Asset Value, End of Period $10.55 $10.70 $10.79 $10.82 $10.74
Total Return2 –0.02% 0.49% 0.93% 1.36% 0.22%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $719 $827 $817 $924 $1,051
Ratio of Total Expenses to          
Average Net Assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 1.33% 1.07% 0.88% 0.61% 0.54%
Portfolio Turnover Rate3 211% 304% 314% 361% 418%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 30%, 38%, 75%, 99%, and 87% attributable to mortgage-dollar-roll activity.

69


 

Short-Term Federal Fund Admiral Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.70 $10.79 $10.82 $10.74 $10.78
Investment Operations          
Net Investment Income .1531 .127 .105 .077 .069
Net Realized and Unrealized Gain (Loss)          
on Investments (.144) (.063) .005 .080 (.034)
Total from Investment Operations .009 .064 .110 .157 .035
Distributions          
Dividends from Net Investment Income (.153) (.127) (.105) (.077) (.069)
Distributions from Realized Capital Gains (.006) (.027) (.035) (.006)
Total Distributions (.159) (.154) (.140) (.077) (.075)
Net Asset Value, End of Period $10.55 $10.70 $10.79 $10.82 $10.74
Total Return2 0.08% 0.59% 1.03% 1.47% 0.33%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,239 $4,819 $4,342 $4,122 $4,205
Ratio of Total Expenses to          
Average Net Assets 0.10% 0.10% 0.10% 0.10% 0.10%
Ratio of Net Investment Income to          
Average Net Assets 1.43% 1.17% 0.98% 0.71% 0.64%
Portfolio Turnover Rate3 211% 304% 314% 361% 418%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 30%, 38%, 75%, 99%, and 87% attributable to mortgage-dollar-roll activity.

70


 

Short-Term Investment-Grade Fund Investor Shares        
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.65 $10.60 $10.73 $10.74 $10.82
Investment Operations          
Net Investment Income .2241 .213 .204 .200 .194
Net Realized and Unrealized Gain (Loss)          
on Investments (.087) .053 (.123) .016 (.039)
Total from Investment Operations .137 .266 .081 .216 .155
Distributions          
Dividends from Net Investment Income (.215) (.205) (.209) (.200) (.194)
Distributions from Realized Capital Gains (.002) (.011) (.002) (.026) (.041)
Total Distributions (.217) (.216) (.211) (.226) (.235)
Net Asset Value, End of Period $10.57 $10.65 $10.60 $10.73 $10.74
Total Return2 1.29% 2.52% 0.77% 2.03% 1.46%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $9,333 $9,558 $9,840 $10,943 $11,752
Ratio of Total Expenses to          
Average Net Assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 2.11% 2.00% 1.91% 1.86% 1.81%
Portfolio Turnover Rate 86% 68% 75% 79% 122%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

71


 

Short-Term Investment-Grade Fund Admiral Shares        
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.65 $10.60 $10.73 $10.74 $10.82
Investment Operations          
Net Investment Income .2361 .224 .215 .211 .205
Net Realized and Unrealized Gain (Loss)          
on Investments (.088) .053 (.123) .016 (.039)
Total from Investment Operations .148 .277 .092 .227 .166
Distributions          
Dividends from Net Investment Income (.226) (.216) (.220) (.211) (.205)
Distributions from Realized Capital Gains (.002) (.011) (.002) (.026) (.041)
Total Distributions (.228) (.227) (.222) (.237) (.246)
Net Asset Value, End of Period $10.57 $10.65 $10.60 $10.73 $10.74
Total Return2 1.39% 2.62% 0.87% 2.13% 1.56%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $42,156 $38,564 $33,857 $33,772 $29,632
Ratio of Total Expenses to          
Average Net Assets 0.10% 0.10% 0.10% 0.10% 0.10%
Ratio of Net Investment Income to          
Average Net Assets 2.21% 2.10% 2.01% 1.96% 1.91%
Portfolio Turnover Rate 86% 68% 75% 79% 122%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

72


 

Intermediate-Term Treasury Fund Investor Shares        
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $11.11 $11.51 $11.66 $11.29 $11.60
Investment Operations          
Net Investment Income .1981 .177 .188 .188 .170
Net Realized and Unrealized Gain (Loss)          
on Investments (.230) (.271) (.057) .410 (.256)
Total from Investment Operations (.032) (.094) .131 .598 (.086)
Distributions          
Dividends from Net Investment Income (.198) (.177) (.188) (.188) (.170)
Distributions from Realized Capital Gains (.129) (.093) (.040) (.054)
Total Distributions (.198) (.306) (.281) (.228) (.224)
Net Asset Value, End of Period $10.88 $11.11 $11.51 $11.66 $11.29
Total Return2 –0.31% –0.84% 1.17% 5.38% –0.74%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $967 $1,185 $1,326 $1,391 $1,469
Ratio of Total Expenses to          
Average Net Assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 1.78% 1.53% 1.64% 1.66% 1.48%
Portfolio Turnover Rate3 181% 152% 142% 63% 42%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 6%, 3%, 34%, 22%, and 0% attributable to mortgage-dollar-roll activity.

73


 

Intermediate-Term Treasury Fund Admiral Shares        
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $11.11 $11.51 $11.66 $11.29 $11.60
Investment Operations          
Net Investment Income .2101 .188 .199 .199 .181
Net Realized and Unrealized Gain (Loss)          
on Investments (.230) (.271) (.057) .410 (.256)
Total from Investment Operations (.020) (.083) .142 .609 (.075)
Distributions          
Dividends from Net Investment Income (.210) (.188) (.199) (.199) (.181)
Distributions from Realized Capital Gains (.129) (.093) (.040) (.054)
Total Distributions (.210) (.317) (.292) (.239) (.235)
Net Asset Value, End of Period $10.88 $11.11 $11.51 $11.66 $11.29
Total Return2 –0.21% –0.74% 1.27% 5.48% –0.64%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $5,100 $5,190 $4,849 $4,287 $3,619
Ratio of Total Expenses to          
Average Net Assets 0.10% 0.10% 0.10% 0.10% 0.10%
Ratio of Net Investment Income to          
Average Net Assets 1.88% 1.63% 1.74% 1.76% 1.58%
Portfolio Turnover Rate3 181% 152% 142% 63% 42%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 6%, 3%, 34%, 22%, and 0% attributable to mortgage-dollar-roll activity.

74


 

Intermediate-Term Investment-Grade Fund Investor Shares      
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $9.66 $9.72 $10.06 $9.81 $10.24
Investment Operations          
Net Investment Income .2771 .278 .288 .303 .311
Net Realized and Unrealized Gain (Loss)          
on Investments (.034) .030 (.288) .341 (.229)
Total from Investment Operations .243 .308 .000 .644 .082
Distributions          
Dividends from Net Investment Income (.274) (.276) (.296) (.307) (.317)
Distributions from Realized Capital Gains (.016) (.092) (.044) (.087) (.195)
Total Distributions (.290) (.368) (.340) (.394) (.512)
Net Asset Value, End of Period $9.61 $9.66 $9.72 $10.06 $9.81
Total Return2 2.47% 3.16% 0.03% 6.71% 0.85%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $2,472 $2,671 $2,701 $2,952 $3,099
Ratio of Total Expenses to          
Average Net Assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 2.84% 2.80% 2.94% 3.05% 3.12%
Portfolio Turnover Rate 63% 68% 70% 88% 100%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

75


 

Intermediate-Term Investment-Grade Fund Admiral Shares      
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $9.66 $9.72 $10.06 $9.81 $10.24
Investment Operations          
Net Investment Income .2881 .288 .298 .313 .321
Net Realized and Unrealized Gain (Loss)          
on Investments (.039) .030 (.288) .341 (.229)
Total from Investment Operations .249 .318 .010 .654 .092
Distributions          
Dividends from Net Investment Income (.283) (.286) (.306) (.317) (.327)
Distributions from Realized Capital Gains (.016) (.092) (.044) (.087) (.195)
Total Distributions (.299) (.378) (.350) (.404) (.522)
Net Asset Value, End of Period $9.61 $9.66 $9.72 $10.06 $9.81
Total Return2 2.58% 3.27% 0.13% 6.81% 0.95%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $27,000 $25,145 $18,764 $16,491 $13,618
Ratio of Total Expenses to          
Average Net Assets 0.10% 0.10% 0.10% 0.10% 0.10%
Ratio of Net Investment Income to          
Average Net Assets 2.94% 2.90% 3.04% 3.15% 3.22%
Portfolio Turnover Rate 63% 68% 70% 88% 100%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

76


 

GNMA Fund Investor Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.51 $10.77 $10.88 $10.61 $10.83
Investment Operations          
Net Investment Income .2841 .236 .249 .275 .244
Net Realized and Unrealized Gain (Loss)          
on Investments (.193) (.183) (.055) .278 (.210)
Total from Investment Operations .091 .053 .194 .553 .034
Distributions          
Dividends from Net Investment Income (.281) (.237) (.250) (.274) (.244)
Distributions from Realized Capital Gains (.076) (.054) (.009) (.010)
Total Distributions (.281) (.313) (.304) (.283) (.254)
Net Asset Value, End of Period $10.32 $10.51 $10.77 $10.88 $10.61
Total Return2 0.85% 0.49% 1.83% 5.29% 0.34%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $7,598 $7,993 $8,483 $9,163 $9,535
Ratio of Total Expenses to Average Net Assets 0.21% 0.21% 0.21% 0.21% 0.21%
Ratio of Net Investment Income to          
Average Net Assets 2.70% 2.19% 2.33% 2.56% 2.31%
Portfolio Turnover Rate3 620% 926% 706% 685% 167%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 156%, 300%, 219%, 268%, and 149% attributable to mortgage-dollar-roll activity.

77


 

GNMA Fund Admiral Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.51 $10.77 $10.88 $10.61 $10.83
Investment Operations          
Net Investment Income .2941 .247 .260 .286 .255
Net Realized and Unrealized Gain (Loss)          
on Investments (.192) (.183) (.055) .278 (.210)
Total from Investment Operations .102 .064 .205 .564 .045
Distributions          
Dividends from Net Investment Income (.292) (.248) (.261) (.285) (.255)
Distributions from Realized Capital Gains (.076) (.054) (.009) (.010)
Total Distributions (.292) (.324) (.315) (.294) (.265)
Net Asset Value, End of Period $10.32 $10.51 $10.77 $10.88 $10.61
Total Return2 0.95% 0.59% 1.93% 5.39% 0.44%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $16,491 $17,613 $17,419 $17,544 $17,277
Ratio of Total Expenses to          
Average Net Assets 0.11% 0.11% 0.11% 0.11% 0.11%
Ratio of Net Investment Income to          
Average Net Assets 2.80% 2.29% 2.43% 2.66% 2.41%
Portfolio Turnover Rate3 620% 926% 706% 685% 167%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 156%, 300%, 219%, 268%, and 149% attributable to mortgage-dollar-roll activity.

78


 

Long-Term Treasury Fund Investor Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $11.79 $12.80 $14.19 $11.55 $12.61
Investment Operations          
Net Investment Income .3281 .332 .351 .372 .374
Net Realized and Unrealized Gain (Loss)          
on Investments .170 (.725) (1.070) 2.833 (.937)
Total from Investment Operations .498 (.393) (.719) 3.205 (.563)
Distributions          
Dividends from Net Investment Income (.328) (.332) (.351) (.372) (.374)
Distributions from Realized Capital Gains (.285) (.320) (.193) (.123)
Total Distributions (.328) (.617) (.671) (.565) (.497)
Net Asset Value, End of Period $11.96 $11.79 $12.80 $14.19 $11.55
Total Return2 4.21% –3.21% –4.91% 28.47% –4.45%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $882 $995 $1,148 $1,318 $1,013
Ratio of Total Expenses to          
Average Net Assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 2.70% 2.53% 2.76% 3.02% 3.14%
Portfolio Turnover Rate3 103%4 94% 117% 59% 44%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown. 3 Includes 6%, 3%, 36%, 22%, and 0% attributable to mortgage-dollar-roll activity.

4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares.

79


 

Long-Term Treasury Fund Admiral Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $11.79 $12.80 $14.19 $11.55 $12.61
Investment Operations          
Net Investment Income .3401 .345 .363 .384 .386
Net Realized and Unrealized Gain (Loss)          
on Investments .170 (.725) (1.070) 2.833 (.937)
Total from Investment Operations .510 (.380) (.707) 3.217 (.551)
Distributions          
Dividends from Net Investment Income (.340) (.345) (.363) (.384) (.386)
Distributions from Realized Capital Gains (.285) (.320) (.193) (.123)
Total Distributions (.340) (.630) (.683) (.577) (.509)
Net Asset Value, End of Period $11.96 $11.79 $12.80 $14.19 $11.55
Total Return2 4.32% –3.12% –4.81% 28.60% –4.36%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $2,588 $2,509 $2,400 $2,448 $1,563
Ratio of Total Expenses to          
Average Net Assets 0.10% 0.10% 0.10% 0.10% 0.10%
Ratio of Net Investment Income to          
Average Net Assets 2.80% 2.63% 2.86% 3.12% 3.24%
Portfolio Turnover Rate3 103%4 94% 117% 59% 44%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown. 3 Includes 6%, 3%, 36%, 22%, and 0% attributable to mortgage-dollar-roll activity.

4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares.

80


 

Long-Term Investment-Grade Fund Investor Shares        
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.06 $10.00 $11.34 $10.02 $10.65
Investment Operations          
Net Investment Income .4051 .416 .430 .453 .469
Net Realized and Unrealized Gain (Loss)          
on Investments .520 .260 (1.148) 1.487 (.525)
Total from Investment Operations .925 .676 (.718) 1.940 (.056)
Distributions          
Dividends from Net Investment Income (.421) (.435) (.446) (.466) (.481)
Distributions from Realized Capital Gains (.164) (.181) (.176) (.154) (.093)
Total Distributions (.585) (.616) (.622) (.620) (.574)
Net Asset Value, End of Period $10.40 $10.06 $10.00 $11.34 $10.02
Total Return2 9.28% 6.71% –6.33% 19.98% –0.41%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,570 $4,069 $3,860 $4,714 $4,112
Ratio of Total Expenses to          
Average Net Assets 0.22% 0.22% 0.21% 0.22% 0.22%
Ratio of Net Investment Income to          
Average Net Assets 3.87% 3.92% 4.18% 4.30% 4.64%
Portfolio Turnover Rate 27% 24% 35%3 21% 26%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares.

81


 

Long-Term Investment-Grade Fund Admiral Shares        
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.06 $10.00 $11.34 $10.02 $10.65
Investment Operations          
Net Investment Income .4151 .426 .440 .463 .480
Net Realized and Unrealized Gain (Loss)          
on Investments .520 .260 (1.148) 1.487 (.525)
Total from Investment Operations .935 .686 (.708) 1.950 (.045)
Distributions          
Dividends from Net Investment Income (.431) (.445) (.456) (.476) (.492)
Distributions from Realized Capital Gains (.164) (.181) (.176) (.154) (.093)
Total Distributions (.595) (.626) (.632) (.630) (.585)
Net Asset Value, End of Period $10.40 $10.06 $10.00 $11.34 $10.02
Total Return2 9.39% 6.82% –6.23% 20.10% –0.31%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $11,925 $10,336 $9,946 $12,342 $10,026
Ratio of Total Expenses to          
Average Net Assets 0.12% 0.11% 0.12% 0.12% 0.12%
Ratio of Net Investment Income to          
Average Net Assets 3.97% 4.03% 4.27% 4.40% 4.74%
Portfolio Turnover Rate 27% 24% 35%3 21% 26%

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares.

82


 

Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares To open and maintain an account. $3,000.

To add to an existing account. Generally $1.

Account Minimums for Admiral Shares

To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

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How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for Funds and share classes in this prospectus), see Additional Information.

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By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See

Exchanging Shares.

Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

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If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

Earning Dividends

You generally begin earning dividends on the business day following your trade date. When buying money market fund shares through a federal funds wire on a business day, however, you generally can begin earning dividends immediately by making a purchase request by telephone to Vanguard before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund).

Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

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Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. If your account balance in a Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in a Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them

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regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Conversions to Institutional Shares

You are eligible for a self-directed conversion from another share class to Institutional Shares of the same Fund (if available), provided that your account meets all Institutional Shares’ eligibility requirements. You may request a conversion through our website (if you are registered for online access), or you may contact Vanguard by telephone or by mail to request this transaction. Accounts that qualify for Institutional Shares will not be automatically converted.

Mandatory Conversions to Another Share Class

If an account no longer meets the balance requirements for a share class, Vanguard may automatically convert the shares in the account to another share class, as appropriate. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

By writing a check. If you have established the checkwriting service on your account, you can redeem shares by writing a check for $250 or more.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular

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schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund. For example, if you redeem $100 via a wire, you will receive the full $100, and your fund account will also be assessed the $10 fee by redeeming additional fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the fee amount. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone

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requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by a Fund within one business day of the trade

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date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Earning Dividends

You generally will continue earning dividends until the first business day following your trade date. Generally, there are two exceptions to this rule: (1) If you redeem shares by writing a check against your account, the shares will stop earning dividends on the day that your check posts to your account; and (2) For money market funds, if you redeem shares with a same-day wire request before 10:45 a.m., Eastern time, on a business day (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the shares will stop earning dividends that same day.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.

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Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

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Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange

Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain

types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as

trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

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• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests

submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

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Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:

• Authorization to act on the account (as the account owner or by legal documentation or other means).

• Account registration and address.

• Fund name and account number, if applicable.

• Other information relating to the caller, the account owner, or the account.

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Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally include:

• An original signature and date from the authorized person(s).

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

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Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

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• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE

IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

Each Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter,

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impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

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Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Bond Funds twice a year, in March and September. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Reports from the advisors.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Funds‘ Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Fund’s portfolio holdings.

Employer-Sponsored Plans

Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect a Fund as an investment option.

• If you have any questions about a Fund or Vanguard, including those about a Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.

• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.

• Be sure to carefully read each topic that pertains to your transactions with Vanguard.

Vanguard reserves the right to change its policies without notice to shareholders.

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Transactions

Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to a Fund. Consult your recordkeeper or plan administrator for more information.

If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.

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Contacting Vanguard  
 
 
Web  
Vanguard.com For the most complete source of Vanguard news
  For fund, account, and service information
  For most account transactions
  For literature requests
  24 hours a day, 7 days a week
 
Phone  
Vanguard Tele-Account® 800-662-6273 For automated fund and account information
  Toll-free, 24 hours a day, 7 days a week
Investor Information 800-662-7447 For fund and service information
(Text telephone for people with hearing For literature requests
impairment at 800-749-7273)  
Client Services 800-662-2739 For account information
(Text telephone for people with hearing For most account transactions
impairment at 800-749-7273)  
Participant Services 800-523-1188 For information and services for participants in employer-
(Text telephone for people with hearing sponsored plans
impairment at 800-749-7273)  
Institutional Division For information and services for large institutional investors
888-809-8102  
Financial Advisor and Intermediary For information and services for financial intermediaries
Sales Support 800-997-2798 including financial advisors, broker-dealers, trust institutions,
  and insurance companies
Financial Advisory and Intermediary For account information and trading support for financial
Trading Support 800-669-0498 intermediaries including financial advisors, broker-dealers,
  trust institutions, and insurance companies

 

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Vanguard Addresses

Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.

Regular Mail (Individuals) The Vanguard Group
  P.O. Box 1110
  Valley Forge, PA 19482-1110
Regular Mail (Institutions, Intermediaries, and The Vanguard Group
Employer-Sponsored Plan Participants) P.O. Box 2900
  Valley Forge, PA 19482-2900
Registered, Express, or Overnight Mail The Vanguard Group
  455 Devon Park Drive
  Wayne, PA 19087-1815

 

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Additional Information        
 
  Inception Newspaper Vanguard CUSIP
  Date Abbreviation Fund Number Number
Short-Term Treasury Fund        
Investor Shares 10/28/1991 STTsry 32 922031703
Admiral Shares 2/13/2001 STsryAdml 532 922031851
Short-Term Federal Fund        
Investor Shares 12/31/1987 STFed 49 922031604
Admiral Shares 2/12/2001 STFedAdml 549 922031844
Short-Term Investment-Grade Fund        
Investor Shares 10/29/1982 STIGrade 39 922031406
Admiral Shares 2/12/2001 STIGradeAdml 539 922031836
Intermediate-Term Treasury Fund        
Investor Shares 10/28/1991 ITTsry 35 922031802
Admiral Shares 2/12/2001 ITsryAdml 535 922031828
Intermediate-Term Investment-Grade Fund        
Investor Shares 11/1/1993 ITIGrade 71 922031885
Admiral Shares 2/12/2001 ITIGradeAdml 571 922031810
GNMA Fund        
Investor Shares 6/27/1980 GNMA 36 922031307
Admiral Shares 2/12/2001 GNMAAdml 536 922031794
Long-Term Treasury Fund        
Investor Shares 5/19/1986 LTTsry 83 922031505
Admiral Shares 2/12/2001 LTsryAdml 583 922031786
Long-Term Investment-Grade Fund        
Investor Shares 7/9/1973 LTIGrade 28 922031109
Admiral Shares 2/12/2001 LTIGradeAdml 568 922031778

 

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CFA® is a registered trademark owned by CFA Institute.

BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. 1-5 Year Credit Bond Index, Bloomberg Barclays U.S. 5-10 Year Credit Bond Index, Bloomberg Barclays U.S. 1-5 Year Government Bond Index, Bloomberg Barclays U.S. 1-5 Year Treasury Bond Index, Bloomberg Barclays U.S. 5-10 Year Treasury Bond Index, Bloomberg Barclays U.S. GNMA Bond Index, Bloomberg Barclays U.S. Long Credit A or Better Bond Index, and Bloomberg Barclays U.S. Long Treasury Bond Index (the Indices or Bloomberg Barclays Indices).

Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Bond Funds and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Bond Funds. The Indices are licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Bond Funds. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Indices is the licensing of the Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Bond Funds or the owners of the Bond Funds.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Indices in connection with the Bond Funds. Investors acquire the Bond Funds from Vanguard and investors neither acquire any interest in the Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Bond Funds. The Bond Funds are not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Bond Funds or the advisability of investing in securities generally or the ability of the Indices to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Bond Funds with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Bond Funds to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Bond Funds or any other third party into consideration in determining, composing or calculating the Indices. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Bond Funds.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Bond Funds, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Bond Funds, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE BOND FUNDS.

None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

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Glossary of Investment Terms

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bloomberg Barclays U.S. 1–5 Year Credit Bond Index. An index that includes investment-grade corporate and international dollar-denominated bonds with maturities of 1 to 5 years.

Bloomberg Barclays U.S. 5–10 Year Credit Bond Index. An index that includes investment-grade corporate and international dollar-denominated bonds with maturities of 5 to 10 years.

Bloomberg Barclays U.S. 1–5 Year Government Bond Index. An index that includes U.S. Treasury and agency obligations with maturities of 1 to 5 years.

Bloomberg Barclays U.S. 1–5 Year Treasury Bond Index. An index that includes U.S. Treasury obligations with maturities of 1 to 5 years.

Bloomberg Barclays U.S. 5–10 Year Treasury Bond Index. An index that includes U.S. Treasury obligations with maturities of 5 to 10 years.

Bloomberg Barclays U.S. GNMA Bond Index. An index that includes mortgage-backed pass-through securities of the Government National Mortgage Association; these securities are based on pools of 15- and 30-year fixed-rate home mortgages.

Bloomberg Barclays U.S. Long Credit A or Better Bond Index. An index that includes top-quality corporate and international dollar-denominated bonds with maturities of 10 years or more.

Bloomberg Barclays U.S. Long Treasury Bond Index. An index that includes U.S. Treasury obligations with maturities of 10 years or more.

Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

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Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. Each Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the fund’s board of trustees and renegotiation with the lender syndicate on an annual basis.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.

Principal. The face value of a debt instrument or the amount of money put into an investment.

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Securities. Stocks, bonds, money market instruments, and other investments.

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.

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P.O. Box 2600

Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard Bond Funds, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Funds’ investments is available in the Funds’ annual and semiannual reports to shareholders. In the annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Funds and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual reports or the SAI, or to request additional information about the Funds or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a participant in an employer-sponsored plan:

The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

You can review and copy information about the Funds (including the SAI) at the SEC’s Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Funds are also available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

Funds’ Investment Company Act file number: 811-02368

© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.

P 028 052018


Vanguard Short-Term Investment-Grade Fund
Prospectus
 
May 24, 2018
 
Institutional Shares
Vanguard Short-Term Investment-Grade Fund Institutional Shares (VFSIX)
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended January 31, 2018.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Investing With Vanguard 25
More on the Fund 6 Purchasing Shares 25
The Fund and Vanguard 18 Converting Shares 28
Investment Advisor 19 Redeeming Shares 29
Dividends, Capital Gains, and Taxes 20 Exchanging Shares 33
Share Price 22 Frequent-Trading Limitations 34
Financial Highlights 23 Other Rules You Should Know 36
    Fund and Account Updates 39
    Employer-Sponsored Plans 41
    Contacting Vanguard 42
    Additional Information 43
    Glossary of Investment Terms 45

 


 

Fund Summary

Investment Objective

The Fund seeks to provide current income while maintaining limited price volatility.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.

Shareholder Fees  
(Fees paid directly from your investment)  
 
Sales Charge (Load) Imposed on Purchases None
Purchase Fee None
Sales Charge (Load) Imposed on Reinvested Dividends None
Redemption Fee None
 
Annual Fund Operating Expenses  
(Expenses that you pay each year as a percentage of the value of your investment)  
 
Management Fees 0.07%
12b-1 Distribution Fee None
Other Expenses 0.00%
Total Annual Fund Operating Expenses 0.07%

 

Example

The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
$7 $23 $40 $90

 

1


 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 86% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities, at least 80% of which will be short- and intermediate-term investment-grade securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moody‘s Investors Service, Inc. (Moody’s) or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody‘s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moody’s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor.) The Fund is expected to maintain a dollar-weighted average maturity of 1 to 4 years.

Principal Risks

The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Fund’s performance:

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Fund’s monthly income to fluctuate.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality and, to a lesser extent, in bonds that are considered medium-quality.

2


 

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be low for the Fund.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Manager risk, which is the chance that poor security selection will cause the Fund to

underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

3


 

Annual Total Returns — Vanguard Short-Term Investment-Grade Fund Institutional Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –0.50%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 6.06% (quarter ended June 30, 2009), and the lowest return for a quarter was –3.39% (quarter ended September 30, 2008).

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard Short-Term Investment-Grade Fund Institutional Shares    
Return Before Taxes 2.16% 1.83% 2.99%
Return After Taxes on Distributions 1.21 0.89 1.86
Return After Taxes on Distributions and Sale of Fund Shares 1.22 0.97 1.86
Bloomberg Barclays U.S. 1-5 Year Credit Bond Index      
(reflects no deduction for fees, expenses, or taxes) 2.32% 1.83% 3.49%

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

4


 

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since April 2018.

Daniel Shaykevich, Principal of Vanguard. He has co-managed the Fund since April 2018.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

5


 

More on the Fund

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

This prospectus offers the Fund’s Institutional Shares, which are generally for investors who invest a minimum of $5 million. A separate prospectus offers the Fund’s Investor Shares and Admiral™ Shares, which generally have investment minimums of $3,000 and $50,000, respectively.

All share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. However, the Fund‘s 80% investment policy may be changed only upon 60 days‘ notice to shareholders.

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Market Exposure

The Fund invests mainly in bonds. As a result, it is subject to certain risks.


The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

How Interest Rate Changes Affect the Value of a $1,000 Bond1    
  After a 1% After a 1% After a 2% After a 2%
Type of Bond (Maturity) Increase Decrease Increase Decrease
Short-Term (2.5 years) $977 $1,024 $954 $1,049
Intermediate-Term (10 years) 922 1,086 851 1,180
Long-Term (20 years) 874 1,150 769 1,328
1 Assuming a 4% coupon rate.        

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.

Plain Talk About Bonds and Interest Rates
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest rates
move in opposite directions? Let’s assume that you hold a bond offering a 4%
yield. A year later, interest rates are on the rise and bonds of comparable quality
and maturity are offered with a 5% yield. With higher-yielding bonds available,
you would have trouble selling your 4% bond for the price you paid—you would
probably have to lower your asking price. On the other hand, if interest rates were
falling and 3% bonds were being offered, you should be able to sell your 4% bond
for more than you paid.

 

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Changes in interest rates can affect bond income as well as bond prices.


The Fund is subject to income risk, which is the chance that the Fund's income will decline because of falling interest rates. A fund‘s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally high for short-term bond funds, so investors should expect the Fund‘s monthly income to fluctuate.

Plain Talk About Bond Maturities
 
A bond is issued with a specific maturity date—the date when the issuer must pay
back the bond’s principal (face value). Bond maturities range from less than 1 year
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk
you, as a bond investor, will face as interest rates rise—but also the higher the
potential yield you could receive. Longer-term bonds are more suitable for
investors willing to take a greater risk of price fluctuations to get higher and more
stable interest income. Shorter-term bond investors should be willing to accept
lower yields and greater income variability in return for less fluctuation in the value
of their investment. The stated maturity of a bond may differ from the effective
maturity of a bond, which takes into consideration that an action such as a call or
refunding may cause bonds to be repaid before their stated maturity dates.

 

Although falling interest rates tend to strengthen bond prices, they can cause other problems for bond fund investors—bond calls and prepayments.


The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be low for the Fund.

8


 

Plain Talk About Callable Bonds
 
Although bonds are issued with clearly defined maturities, in some cases the
bond issuer has a right to call in (redeem) the bond earlier than its maturity date.
When a bond is called, the bondholder must replace it with another bond that
may have a lower yield than the original bond. One way for bond investors to
protect themselves against call risk is to purchase a bond early in its lifetime, long
before its call date. Another way is to buy bonds with lower coupon rates or
interest rates, which make them less likely to be called.

 


The Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds.


The Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality and, to a lesser extent, in bonds that are considered medium-quality.

Plain Talk About Credit Quality
 
A bond’s credit-quality rating is an assessment of the issuer’s ability to pay interest
on the bond and, ultimately, to repay the principal. The lower the credit quality, the
greater the chance—in Vanguard’s opinion—that the bond issuer will default, or fail
to meet its payment obligations. All things being equal, the lower a bond’s credit
quality, the higher its yield should be to compensate investors for assuming
additional risk.

 

The following table details the Fund’s credit quality policies, which generally apply at the time of investment. The Fund may continue to hold bonds that are downgraded after purchase, even if they would no longer be eligible as new investments for the Fund.

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Credit Ratings of the Fund’s Investments (Percentage of Fund Assets Under Normal Circumstances)

Issued or Backed High or      
by U.S. Gov’t. or its Highest      
Agencies and Quality Upper    
Instrumentalities (Non-Gov’t.) Medium Quality Medium Quality Non-Investment-Grade
      No more No more
————————At least 65%———————— than 30% than 5%

 

The Fund may invest no more than 30% of its assets in medium-quality fixed income securities, preferred stocks, and convertible securities and no more than 5% of its assets in non-investment-grade fixed income securities, preferred stocks, and convertible securities. Non-investment-grade fixed income securities are those rated the equivalent of Moody’s Ba1 or below or, if unrated, are determined to be of comparable quality by the Fund’s advisor.


The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Corporate bonds are traded among dealers and brokers that connect buyers with sellers. Liquidity in the corporate bond market may be challenged depending on overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.

To a limited extent, the Fund is exposed to event risk, which is the chance that corporate fixed income securities held by the Fund may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.

Plain Talk About Types of Bonds
 
Bonds are issued (sold) by many sources: Corporations issue corporate bonds;
the federal government issues U.S. Treasury bonds; agencies of the federal
government issue agency bonds; financial institutions issue asset-backed bonds;
and mortgage holders issue “mortgage-backed” pass-through certificates. Each
issuer is responsible for paying back the bond’s initial value as well as for making
periodic interest payments. Many bonds issued by government agencies and
entities are neither guaranteed nor insured by the U.S. government.

 

Security Selection

The Vanguard Group, Inc. (Vanguard), advisor to the Fund, uses a hub-and-satellite approach to managing Vanguard’s actively managed taxable bond funds. This allows

10


 

for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellites, composed of portfolio managers, credit and quantitative analysts, and traders, construct the portfolio using the parameters set by the hub.

The types of financial instruments that may be purchased by the Fund are identified and explained as follows:

Corporate debt obligations—usually called bonds—represent loans by an investor to a corporation.

U.S. government and agency bonds represent loans by investors to the U.S.

Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation.

Plain Talk About U.S. Government-Sponsored Entities
 
A variety of U.S. government-sponsored entities (GSEs), such as the Federal
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and
mortgage-backed securities. Although GSEs may be chartered or sponsored by
acts of Congress, they are not funded by congressional appropriations. In
September of 2008, the U.S. Treasury placed FNMA and FHLMC under
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to
manage their daily operations. In addition, the U.S. Treasury entered into
purchase agreements with FNMA and FHLMC to provide them with capital in
exchange for senior preferred stock. Generally, a GSE’s securities are neither
issued nor guaranteed by the U.S. Treasury and are not backed by the full faith
and credit of the U.S. government. In most cases, these securities are supported
only by the credit of the GSE, standing alone. In some cases, a GSE’s securities
may be supported by the ability of the GSE to borrow from the U.S. Treasury or
may be supported by the U.S. government in some other way. Securities issued
by the Government National Mortgage Association (GNMA), however, are backed
by the full faith and credit of the U.S. government.

 

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Municipal bonds represent loans by an investor to state or local governments or to other governmental authorities.

Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrower’s real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.

Mortgage dollar rolls are transactions in which a fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the fund’s returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the fund’s portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the fund’s investment objective and risk profile.

Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, banker’s acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a fund to banks or large securities dealers. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, the fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the fund and order that the securities be used to pay off the seller’s debts. The Fund’s advisor believes that these risks can be controlled through careful security selection and monitoring.

Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.

Asset-backed securities are bonds that represent partial ownership in pools of consumer or commercial loans—most often credit card, automobile, or trade receivables. Asset-backed securities, which can be types of corporate fixed income obligations, are issued by entities formed solely for that purpose, but their value ultimately depends on repayments by underlying borrowers. A primary risk of asset-backed securities is that their maturity is difficult to predict, being driven by borrowers’ prepayments.

International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a fund owns foreign bonds, it is subject to country risk, which is the chance that world events—such as

12


 

political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bond’s value is designated in dollars rather than in the currency of the issuer’s country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuer’s ability (or the market’s perception of the issuer’s ability) to pay interest or repay principal.

Foreign currency bonds are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. To the extent that a fund owns foreign currency bonds, it will hedge its exposure to those bonds back to the U.S. dollar. In addition to country risk, the fund is subject to currency hedging risk. Currency hedging risk is the chance that the currency hedging transactions entered into by the fund may not perfectly offset the fund’s foreign currency exposure.

Preferred stocks distribute set dividends from the issuer. The preferred-stock holder’s claim on the issuer’s income and assets ranks before that of common-stock holders, but after that of bondholders.

Convertible securities are bonds or preferred stocks that are convertible into, or exchangeable for, common stocks.

Collateralized mortgage obligations (CMOs) are special bonds that are collateralized by mortgages or mortgage pass-through securities. Cash flow rights on underlying mortgages—the rights to receive principal and interest payments—are divided up and prioritized to create short-, intermediate-, and long-term bonds. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bond’s maturity. The Fund will invest only in CMOs that are believed to be consistent with its maturity and credit-quality standards.


The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Other Investment Policies and Risks

In addition to investing in bonds and other fixed income securities, the Fund may make other kinds of investments to achieve its objective.

13


 

The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by the Fund without limit.

The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of bonds. The Fund may purchase futures or ETFs when doing so will reduce the Fund’s transaction costs, facilitate cash management, mitigate risk, or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.


The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

• Adjust the overall credit risk of the portfolio or actively overweight or underweight

credit risk to specific bond issuers.

• Hedge foreign currency exposure.

• Hedge foreign interest rate exposure.

The Fund‘s derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; currency swaps; foreign currency exchange forwards; interest rate swaps; total return swaps; credit default swaps; or

14


 

other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements—tend to be more
specialized or complex and may be more difficult to accurately value.

 

Cash Management

The Fund's daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund

15


 

lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund's best interest, so long as the strategy or policy employed is consistent with the Fund's investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund's objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or

16


 

otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be sold—and need to be replaced—more frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds.

17


 

Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that dealer
markups and other transaction costs will have on its return. Also, funds with high
turnover rates may be more likely to generate capital gains, including short-term
capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by management companies that may be
owned by one person, by a private group of individuals, or by public investors
who own the management company’s stock. The management fees charged by
these companies include a profit component over and above the companies’ cost
of providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds’ expenses low.

 

18


 

Investment Advisor

The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of January 31, 2018, Vanguard served as advisor for approximately $4.1 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.

For the fiscal year ended January 31, 2018, the advisory expenses represented an effective annual rate of 0.01% of the Fund’s average net assets.

Under the terms of an SEC exemption, the Fund‘s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund‘s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended July 31.

The managers primarily responsible for the day-to-day management of the Fund are:

Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2007, has worked in investment management since 2010, has managed investment portfolios since 2014, and has co-managed the Fund since April 2018. Education: B.S., Southern Utah University; M.B.A., The Wharton School of the University of Pennsylvania.

Daniel Shaykevich, Principal of Vanguard. He has worked in investment managment since 2001, has managed investment portfolios since 2004, has been with Vanguard since 2013, and has co-managed the Fund since April 2018. Education: B.S., Carnegie Mellon University.

The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

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Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Fund’s income dividends generally are declared daily and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.

You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.

Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from
interest as well as capital gains from the fund’s sale of investments. Income
consists of interest the fund earns from its money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term or
long-term, depending on whether the fund held the securities for one year or less
or for more than one year.

 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

20


 

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you

complete your tax return.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.

Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your state’s rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.

This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.

General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

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Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights table is intended to help you understand the Institutional Shares‘ financial performance for the periods shown, and certain information reflects financial results for a single Institutional Share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Institutional Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Plain Talk About How to Read the Financial Highlights Table
 
The Institutional Shares began fiscal year 2018 with a net asset value (share price)
of $10.65 per share. During the year, each Institutional Share earned $0.24 from
investment income (interest). There was a decline of $0.089 per share in the
value of investments held or sold by the Fund, resulting in a net gain of $0.151 per
share from investment operations.
 
Shareholders received $0.231 per share in the form of dividend and capital gains
distributions. A portion of each year’s distributions may come from the prior year’s
income or capital gains.
 
The share price at the end of the year was $10.57, reflecting earnings of $0.151
per share and distributions of $0.231 per share. This was a decrease of $0.08 per
share (from $10.65 at the beginning of the year to $10.57 at the end of the year).
For a shareholder who reinvested the distributions in the purchase of more
shares, the total return was 1.42% for the year.
 
As of January 31, 2018, the Institutional Shares had approximately $11.6 billion in
net assets. For the year, the expense ratio was 0.07% ($0.70 per $1,000 of net
assets), and the net investment income amounted to 2.24% of average net
assets. The Fund sold and replaced securities valued at 86% of its net assets.

 

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Short-Term Investment-Grade Fund Institutional Shares        
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.65 $10.60 $10.73 $10.74 $10.82
Investment Operations          
Net Investment Income .2401 .227 .218 .214 .208
Net Realized and Unrealized Gain (Loss)          
on Investments (.089) .053 (.123) .016 (.039)
Total from Investment Operations .151 .280 .095 .230 .169
Distributions          
Dividends from Net Investment Income (.229) (.219) (.223) (.214) (.208)
Distributions from Realized Capital Gains (.002) (.011) (.002) (.026) (.041)
Total Distributions (.231) (.230) (.225) (.240) (.249)
Net Asset Value, End of Period $10.57 $10.65 $10.60 $10.73 $10.74
Total Return 1.42% 2.65% 0.90% 2.16% 1.59%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $11,566 $9,949 $9,205 $8,337 $6,802
Ratio of Total Expenses to Average Net Assets 0.07% 0.07% 0.07% 0.07% 0.07%
Ratio of Net Investment Income to          
Average Net Assets 2.24% 2.13% 2.04% 1.99% 1.94%
Portfolio Turnover Rate 86% 68% 75% 79% 122%
1 Calculated based on average shares outstanding.          

 

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Institutional Shares

To open and maintain an account. $5 million. If you request Institutional Shares when you open a new account but the investment amount does not meet the account minimum for Institutional Shares, your investment will be placed in another share class of the Fund, as appropriate.

Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.

Vanguard may charge additional recordkeeping fees for institutional clients whose accounts are recordkept by Vanguard. Please contact your Vanguard representative to determine whether additional recordkeeping fees apply to your account.

To add to an existing account. Generally $1.

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How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard—858).

By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See

Exchanging Shares.

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Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

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Earning Dividends

You generally begin earning dividends on the business day following your trade date. When buying money market fund shares through a federal funds wire on a business day, however, you generally can begin earning dividends immediately by making a purchase request by telephone to Vanguard before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund).

Other Purchase Rules You Should Know

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

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Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions to Institutional Shares

You are eligible for a self-directed conversion from another share class to Institutional Shares of the Fund, provided that your account meets all Institutional Shares’ eligibility requirements. You may request a conversion through our website (if you are registered for online access), or you may contact Vanguard by telephone or by mail to request this transaction. Accounts that qualify for Institutional Shares will not be automatically converted.

Mandatory Conversions to Another Share Class

If an account no longer meets the balance requirements for Institutional Shares, Vanguard may automatically convert the shares in the account to another share class, as appropriate. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

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By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.

Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund. For example, if you redeem $100 via a wire, you will receive the full $100, and your fund account will also be assessed the $10 fee by redeeming additional fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the fee amount. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

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Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

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For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

Earning Dividends

You generally will continue earning dividends until the first business day following your trade date.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption.

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Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade

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date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange

Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain

types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

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• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as

trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests

submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an

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intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

36


 

Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:

• Authorization to act on the account (as the account owner or by legal documentation or other means).

• Account registration and address.

• Fund name and account number, if applicable.

• Other information relating to the caller, the account owner, or the account.

Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

Written instructions also must generally include:

• An original signature and date from the authorized person(s).

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

37


 

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Low-Balance Accounts

The Fund reserves the right to convert an investor’s Institutional Shares to another share class, as appropriate, if the fund account balance falls below the account minimum for any reason, including market fluctuation. Any such conversion will be preceded by written notice to the investor.

38


 

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

39


 

Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard Short-Term Investment-Grade Fund twice a year, in March and September. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Reports from the advisor.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Fund’s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

40


 

Employer-Sponsored Plans

Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.

• If you have any questions about the Fund or Vanguard, including those about the Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.

• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.

• Be sure to carefully read each topic that pertains to your transactions with Vanguard.

Vanguard reserves the right to change its policies without notice to shareholders.

Transactions

Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.

If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.

41


 

Contacting Vanguard  
 
 
Web  
Vanguard.com For the most complete source of Vanguard news
  For fund, account, and service information
  For most account transactions
  For literature requests
  24 hours a day, 7 days a week
 
Phone  
Vanguard Tele-Account® 800-662-6273 For automated fund and account information
  Toll-free, 24 hours a day, 7 days a week
Investor Information 800-662-7447 For fund and service information
(Text telephone for people with hearing For literature requests
impairment at 800-749-7273)  
Client Services 800-662-2739 For account information
(Text telephone for people with hearing For most account transactions
impairment at 800-749-7273)  
Participant Services 800-523-1188 For information and services for participants in employer-
(Text telephone for people with hearing sponsored plans
impairment at 800-749-7273)  
Institutional Division For information and services for large institutional investors
888-809-8102  
Financial Advisor and Intermediary For information and services for financial intermediaries
Sales Support 800-997-2798 including financial advisors, broker-dealers, trust institutions,
  and insurance companies
Financial Advisory and Intermediary For account information and trading support for financial
Trading Support 800-669-0498 intermediaries including financial advisors, broker-dealers,
  trust institutions, and insurance companies

 

42


 

Vanguard Addresses

Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.

Regular Mail (Individuals) The Vanguard Group    
  P.O. Box 1110    
  Valley Forge, PA 19482-1110  
Regular Mail (Institutions, Intermediaries, and The Vanguard Group    
Employer-Sponsored Plan Participants) P.O. Box 2900    
  Valley Forge, PA 19482-2900  
Registered, Express, or Overnight Mail The Vanguard Group    
  455 Devon Park Drive    
  Wayne, PA 19087-1815    
 
 
Additional Information      
 
 
  Newspaper Vanguard CUSIP
  Inception Date Abbreviation Fund Number Number
Short-Term Investment-Grade Fund      
Institutional Shares 9/30/1997 STIGradeInst 858 922031877
(Investor Shares
10/29/1982)

 

CFA® is a registered trademark owned by CFA Institute.

BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. 1-5 Year Credit Bond Index (the Index or Bloomberg Barclays Index).

43


 

Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Short-Term Investment-Grade Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Short-Term Investment-Grade Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Short-Term Investment-Grade Fund. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Short-Term Investment-Grade Fund or the owners of the Short-Term Investment-Grade Fund.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the Short-Term Investment-Grade Fund. Investors acquire the Short-Term Investment-Grade Fund from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Short-Term Investment-Grade Fund. The Short-Term Investment-Grade Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Short-Term Investment-Grade Fund or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Short-Term Investment-Grade Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Short-Term Investment-Grade Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Short-Term Investment-Grade Fund or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Short-Term Investment-Grade Fund.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Short-Term Investment-Grade Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Short-Term Investment-Grade Fund, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE SHORT-TERM INVESTMENT-GRADE FUND.

None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

44


 

Glossary of Investment Terms

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bloomberg Barclays U.S. 1–5 Year Credit Bond Index. An index that includes investment-grade corporate and international dollar-denominated bonds with maturities of 1 to 5 years.

Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

45


 

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the fund’s board of trustees and renegotiation with the lender syndicate on an annual basis.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.

Principal. The face value of a debt instrument or the amount of money put into an investment.

Securities. Stocks, bonds, money market instruments, and other investments.

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.

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Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard Short-Term Investment-Grade Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a client of Vanguard’s Institutional Division:

The Vanguard Group

Institutional Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 888-809-8102; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

You can review and copy information about the Fund (including the SAI) at the SEC’s Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

Fund’s Investment Company Act file number: 811-02368

© 2018 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
 
I 858 052018

 


Vanguard GNMA Fund
Prospectus
 
May 24, 2018
 
Investor Shares
Vanguard GNMA Fund Investor Shares (VFIIX)
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended January 31, 2018.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Financial Highlights 18
More on the Fund 5 General Information 20
The Fund and Vanguard 15 Glossary of Investment Terms 23
Investment Advisor 16    
Taxes 17    
Share Price 17    

 


 

Fund Summary

Investment Objective

The Fund seeks to provide a moderate level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares of the Fund.

Shareholder Fees  
(Fees paid directly from your investment)  
 
Sales Charge (Load) Imposed on Purchases None
Purchase Fee None
Sales Charge (Load) Imposed on Reinvested Dividends None
Redemption Fee None
 
Annual Fund Operating Expenses  
(Expenses that you pay each year as a percentage of the value of your investment)  
 
Management Fees 0.18%
12b-1 Distribution Fee None
Other Expenses 0.03%
Total Annual Fund Operating Expenses 0.21%

 

Example

The following example is intended to help you compare the cost of investing in the Fund’s Investor Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
$22 $68 $118 $268

 

This example does not include fees associated with the income annuity program through which you invest. Detailed information about the annuity program fees is

1


 

presented in the “Fee Table” section of the accompanying prospectus of the insurance company for the annuity program through which Fund shares are offered.

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 620% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests at least 80% of its assets in Government National Mortgage Association (GNMA) pass-through certificates, which are fixed income securities representing part ownership in a pool of mortgage loans supported by the full faith and credit of the U.S. government. The balance of the Fund’s assets may be invested in other types of securities, such as U.S. Treasury or other U.S. government agency securities, including pass-through certificates, as well as in repurchase agreements collateralized by such securities. Securities issued by most U.S. government agencies, other than the U.S. Treasury and GNMA, are neither guaranteed by the U.S. Treasury nor supported by the full faith and credit of the U.S. government. The Fund’s dollar-weighted average maturity depends on homeowner prepayments of the underlying mortgages. Although the Fund does not observe specific maturity guidelines, its dollar-weighted average maturity will normally fall within an intermediate-term range (3 to 10 years).

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgage’s principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such prepayments and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Prepayment risk is high for the Fund.

2


 

Extension risk, which is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Fund’s ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Fund’s monthly income to fluctuate accordingly.

Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, GNMA prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount GNMA prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Investor Shares compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. The bar chart and table do not reflect additional fees and expenses that are deducted by the income annuity program through which you invest. If such fees and expenses were included in the calculation of the Fund’s returns, the returns would be lower. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

3


 

Annual Total Returns — Vanguard GNMA Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –1.12%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 3.97% (quarter ended December 31, 2008), and the lowest return for a quarter was –2.79% (quarter ended June 30, 2013).

Average Annual Total Returns for Periods Ended December 31, 2017

 

  1 Year 5 Years 10 Years
Vanguard GNMA Fund Investor Shares 1.87% 1.86% 3.85%
Bloomberg Barclays U.S. GNMA Bond Index      
(reflects no deduction for fees or expenses) 1.86% 1.70% 3.84%

 

Investment Advisor

Wellington Management Company LLP (Wellington Management)

Portfolio Manager

Michael F. Garrett, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed the Fund since 2006.

Tax Information

The tax consequences of your investment in the Fund depend on the provisions of the income annuity program through which you invest. For more information on taxes, please refer to the accompanying prospectus of the insurance company that offers your annuity program.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

4


 

More on the Fund

This prospectus describes the principal risks you would face as an investor in this Fund. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund investor. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

This prospectus offers the Fund’s Investor Shares and is intended for investors who would like to open an income annuity (also referred to as an immediate annuity) account through a contract offered by an insurance company. Another version—for investors who would like to open a personal investment account—can be obtained by visiting our website at vanguard.com or by calling Vanguard at 800-662-7447.

A Note About Investing in the Fund

The Fund is a mutual fund used as an investment option for income annuity programs offered by insurance companies and for personal investment accounts. When investing through an insurance company, you cannot purchase shares of the Fund directly, but only through a contract offered by the insurance company.

The Fund‘s income annuity accounts’ performance will differ from the performance of personal investment accounts because of administrative and insurance costs associated with the income annuity programs.

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a contract owner, pay a proportionate share of the costs of operating a
fund and any transaction costs incurred when the fund buys or sells securities.
These costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

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The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. However, the Fund‘s 80% investment policy may be changed only upon 60 days‘ notice to shareholders.

Market Exposure


The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, GNMA prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount GNMA prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

How Interest Rate Changes Affect the Value of a $1,000 Bond1    
  After a 1% After a 1% After a 2% After a 2%
Type of Bond (Maturity) Increase Decrease Increase Decrease
Short-Term (2.5 years) $977 $1,024 $954 $1,049
Intermediate-Term (10 years) 922 1,086 851 1,180
Long-Term (20 years) 874 1,150 769 1,328
1 Assuming a 4% coupon rate.        

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.

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Plain Talk About Bonds and Interest Rates
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest rates
move in opposite directions? Let’s assume that you hold a bond offering a 4%
yield. A year later, interest rates are on the rise and bonds of comparable quality
and maturity are offered with a 5% yield. With higher-yielding bonds available,
you would have trouble selling your 4% bond for the price you paid—you would
probably have to lower your asking price. On the other hand, if interest rates were
falling and 3% bonds were being offered, you should be able to sell your 4%
bond for more than you paid.
 
How mortgage-backed securities are different: In general, declining interest rates
will not lift the prices of mortgage-backed securities—such as those guaranteed
by the Government National Mortgage Association—as much as the prices of
comparable bonds. Why? Because when interest rates fall, the bond market
tends to discount the prices of mortgage-backed securities for prepayment risk—
the possibility that homeowners will refinance their mortgages at lower rates and
cause the bonds to be paid off prior to maturity. In part to compensate for this
prepayment possibility, mortgage-backed securities tend to offer higher yields
than other bonds of comparable credit quality and maturity. In contrast, when
interest rates rise, prepayments tend to slow down, subjecting mortgage-backed
securities to extension risk—the possibility that homeowners will repay their
mortgages at slower rates. This will lengthen the duration or average life of
mortgage-backed securities held by a fund and delay the fund’s ability to reinvest
proceeds at higher interest rates, making the fund more sensitive to changes in
interest rates.

 

Changes in interest rates can affect bond income as well as bond prices.


The Fund is subject to income risk, which is the chance that the Fund’s income will decline because of falling interest rates. A fund’s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Fund’s monthly income to fluctuate accordingly.

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Plain Talk About Bond Maturities
 
A bond is issued with a specific maturity date—the date when the issuer must pay
back the bond’s principal (face value). Bond maturities range from less than 1 year
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk
you, as a bond investor, will face as interest rates rise—but also the higher the
potential yield you could receive. Longer-term bonds are more suitable for
investors willing to take a greater risk of price fluctuations to get higher and more
stable interest income. Shorter-term bond investors should be willing to accept
lower yields and greater income variability in return for less fluctuation in the value
of their investment. The stated maturity of a bond may differ from the effective
maturity of a bond, which takes into consideration that an action such as a call or
refunding may cause bonds to be repaid before their stated maturity dates.

 

Although falling interest rates tend to strengthen bond prices, they can cause other problems for bond fund investors—bond calls and prepayments.


The Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgage’s principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such prepayments and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Prepayment risk is high for the Fund.


The Fund is subject to extension risk, which is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Fund’s ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.

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Plain Talk About Credit Quality
 
A bond’s credit-quality rating is an assessment of the issuer’s ability to pay interest
on the bond and, ultimately, to repay the principal. The lower the credit quality, the
greater the chance—in Vanguard’s and another advisor’s opinion—that the bond
issuer will default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate investors
for assuming additional risk.

 

The credit quality of the securities held by the Fund is high; therefore, credit risk should be low for the Fund.

Security Selection

Wellington Management Company LLP (Wellington Management), advisor to the Fund, uses a flexible and diversified strategy that seeks to generate total return in excess of the Bloomberg Barclays U.S. GNMA Bond Index. Wellington Management makes significant use of security selection to add value over a market cycle. The Mortgage Investment Team establishes guidelines for the key drivers of return by analyzing a variety of frameworks for relative value, including cash flow and option-adjusted spreads on representative mortgage-backed securities in a variety of subsectors and maturities. The mortgage-backed securities analysts and portfolio managers use proprietary modeling, structural analysis, liquidity assessments, and trading strategies to develop investment strategies. Using the analyst input, the mortgage-backed portfolio manager is responsible for identifying attractive securities that implement portfolio strategy.

The types of financial instruments that may be purchased by the Fund are identified and explained as follows:

U.S. government and agency bonds represent loans by investors to the U.S.

Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation.

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Plain Talk About U.S. Government-Sponsored Entities
 
A variety of U.S. government-sponsored entities (GSEs), such as the Federal
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and
mortgage-backed securities. Although GSEs may be chartered or sponsored by
acts of Congress, they are not funded by congressional appropriations. In
September of 2008, the U.S. Treasury placed FNMA and FHLMC under
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to
manage their daily operations. In addition, the U.S. Treasury entered into
purchase agreements with FNMA and FHLMC to provide them with capital in
exchange for senior preferred stock. Generally, a GSE’s securities are neither
issued nor guaranteed by the U.S. Treasury and are not backed by the full faith
and credit of the U.S. government. In most cases, these securities are supported
only by the credit of the GSE, standing alone. In some cases, a GSE’s securities
may be supported by the ability of the GSE to borrow from the U.S. Treasury or
may be supported by the U.S. government in some other way. Securities issued
by the Government National Mortgage Association (GNMA), however, are backed
by the full faith and credit of the U.S. government.

 

Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrower’s real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.

Mortgage dollar rolls are transactions in which a fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the fund’s returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the fund’s portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the fund’s investment objective and risk profile.

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Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, banker’s acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a fund to banks or large securities dealers. The Fund may invest only in repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, the fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the fund and order that the securities be used to pay off the seller’s debts. The Fund‘s advisor believes that these risks can be controlled through careful security selection and monitoring.

Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.

Collateralized mortgage obligations (CMOs) are special bonds that are collateralized by mortgages or mortgage pass-through securities. Cash flow rights on underlying mortgages—the rights to receive principal and interest payments—are divided up and prioritized to create short-, intermediate-, and long-term bonds. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bond’s maturity. The Fund will invest only in CMOs that are believed to be consistent with its maturity and credit-quality standards.


The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Other Investment Policies and Risks

In addition to investing in bonds and other fixed income securities, the Fund may make other kinds of investments to achieve its objective.

The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by the Fund without limit.

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The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of bonds. The Fund may purchase futures or ETFs when doing so will reduce the Fund’s transaction costs, facilitate cash management, mitigate risk, or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.


The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

The Fund‘s derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

12


 

Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements—tend to be more
specialized or complex and may be more difficult to accurately value.

 

Cash Management

The Fund's daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund's best interest, so long as the strategy or policy employed is consistent with the Fund's investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund's objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is

13


 

shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits a contract owner or annuitant from exchanging into a fund contract for 30 calendar days after the contract owner or annuitant has exchanged out of that fund contract.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

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Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period.

Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that dealer
markups and other transaction costs will have on its return. Also, funds with high
turnover rates may be more likely to generate capital gains, including short-term
capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by management companies that may be
owned by one person, by a private group of individuals, or by public investors
who own the management company’s stock. The management fees charged by
these companies include a profit component over and above the companies’ cost
of providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds’ expenses low.

 

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Investment Advisor

Wellington Management Company LLP (Wellington Management), 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability company. As of January 31, 2018, Wellington Management had investment management authority with respect to approximately $1.1 trillion in client assets.

The Fund pays the advisor a fee, which is paid quarterly and is a percentage of average daily net assets under management during the most recent fiscal quarter. The fee has breakpoints, which means that the percentage declines as assets go up.

For the fiscal year ended January 31, 2018, the advisory fee represented an effective annual rate of 0.01% of the Fund’s average net assets.

Under the terms of an SEC exemption, the Fund‘s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund‘s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory agreement, see the most recent semiannual report to shareholders covering the fiscal period ended July 31.

The manager primarily responsible for the day-to-day management of the Fund is:

Michael F. Garrett, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has worked in investment management since 1991, has been with Wellington Management since 1999, and has managed the Fund since 2006. Education: B.A., Yale University.

The Statement of Additional Information provides information about the portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

16


 

Taxes

The tax consequences of your investment in the Fund depend on the provisions of the income annuity program through which you invest. For more information on taxes, please refer to the accompanying prospectus of the insurance company that offers your annuity program.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

The Fund’s NAV is used to determine the annuity’s unit value for the income annuity program through which you invest. For more information on unit values, please refer to the accompanying prospectus of the insurance company that offers your annuity program.

17


 

Financial Highlights

The following financial highlights table is intended to help you understand the Investor Shares‘ financial performance for the periods shown, and certain information reflects financial results for a single Investor Share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Investor Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Yields and total returns presented for the Fund are net of the Fund’s operating expenses, but they do not take into account charges and expenses attributable to the income annuity program through which you invest. The expenses of the annuity program reduce the returns and yields you ultimately receive, so you should bear those expenses in mind when evaluating the performance of the Fund and when comparing the yields and returns of the Fund with those of other mutual funds.

Plain Talk About How to Read the Financial Highlights Table
 
The Investor Shares began fiscal year 2018 with a net asset value (share price) of
$10.51 per share. During the year, each Investor Share earned $0.284 from
investment income (interest). There was a decline of $0.193 per share in the
value of investments held or sold by the Fund, resulting in a net gain of $0.091 per
share from investment operations.
 
Shareholders received $0.281 per share in the form of dividend distributions. A
portion of each year’s distributions may come from the prior year’s income or
capital gains.
 
The share price at the end of the year was $10.32, reflecting earnings of $0.091
per share and distributions of $0.281 per share. This was a decrease of $0.19 per
share (from $10.51 at the beginning of the year to $10.32 at the end of the year).
For a shareholder who reinvested the distributions in the purchase of more
shares, the total return was 0.85% for the year.
 
As of January 31, 2018, the Investor Shares had approximately $7.6 billion in net
assets. For the year, the expense ratio was 0.21% ($2.10 per $1,000 of net
assets), and the net investment income amounted to 2.70% of average net
assets. The Fund sold and replaced securities valued at 620% of its net assets.

 

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GNMA Fund Investor Shares          
 
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $10.51 $10.77 $10.88 $10.61 $10.83
Investment Operations          
Net Investment Income .2841 .236 .249 .275 .244
Net Realized and Unrealized Gain (Loss)          
on Investments (.193) (.183) (.055) .278 (.210)
Total from Investment Operations .091 .053 .194 .553 .034
Distributions          
Dividends from Net Investment Income (.281) (.237) (.250) (.274) (.244)
Distributions from Realized Capital Gains (.076) (.054) (.009) (.010)
Total Distributions (.281) (.313) (.304) (.283) (.254)
Net Asset Value, End of Period $10.32 $10.51 $10.77 $10.88 $10.61
Total Return2 0.85% 0.49% 1.83% 5.29% 0.34%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $7,598 $7,993 $8,483 $9,163 $9,535
Ratio of Total Expenses to Average Net Assets 0.21% 0.21% 0.21% 0.21% 0.21%
Ratio of Net Investment Income to          
Average Net Assets 2.70% 2.19% 2.33% 2.56% 2.31%
Portfolio Turnover Rate3 620% 926% 706% 685% 167%

 

 

1 Calculated based on average shares outstanding.

2 Total returns do not include account service fees that may have applied in the periods shown.

3 Includes 156%, 300%, 219%, 268%, and 149% attributable to mortgage-dollar-roll activity.

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General Information

The Fund offers its shares to insurance companies that offer income annuity programs. Because of differences in tax treatment or other considerations, the interests of various contract owners participating in the Fund might at some time be in conflict. The Fund‘s board of trustees will monitor for any material conflicts and determine what action, if any, should be taken.

If the board of trustees determines that continued offering of shares would be detrimental to the best interests of the Fund’s shareholders, the Fund may suspend the offering of shares for a period of time. If the board of trustees determines that a specific purchase acceptance would be detrimental to the best interests of the Fund’s shareholders, the Fund may reject such a purchase request.

If you wish to redeem money from the Fund, please refer to the instructions provided in the accompanying prospectus of the insurance company that offers your annuity program. Shares of the Fund may be redeemed on any business day that the New York Stock Exchange (NYSE) is open for trading. The redemption price of shares will be the next-determined NAV per share. Redemption proceeds will be wired to the administrator for distribution to the contract owner generally on the business day following receipt of the redemption request, but no later than seven business days. Contract owners will receive a check from the administrator for the redemption amount.

The Fund can postpone payment of redemption proceeds beyond seven calendar days or suspend the redemption right at times when the NYSE is closed or during any emergency circumstances, as determined by the SEC.

The exchange privilege (your ability to purchase shares of a fund using the proceeds from the simultaneous redemption of shares of another fund) may be available to you through your program. Although we make every effort to maintain the exchange privilege, Vanguard reserves the right to revise or terminate this privilege, limit the amount of an exchange, or reject any exchange, at any time, without notice.

If the board of trustees determines that it would be detrimental to the best interests of the Fund’s remaining shareholders to make payment in cash, the Fund may pay redemption proceeds in whole or in part by a distribution in kind of readily marketable securities.

For certain categories of investors, the Fund has authorized one or more brokers to accept on its behalf purchase and redemption orders. The brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an authorized broker, or a broker’s authorized designee, accepts the order in accordance with the Fund’s instructions. In most instances, for these categories of investors, a contract owner’s properly transmitted order will be priced at the Fund‘s next-determined NAV after the order is accepted by the authorized broker or the

20


 

broker’s designee. The contract owner should review the authorized broker’s policies relating to trading in the Vanguard funds.

When insurance companies establish omnibus accounts in the Fund for the benefit of their clients, we cannot monitor the trading activity of the individual clients. However, we review trading activity at the omnibus account level, and we look for activity that may indicate potential frequent trading or market-timing. If we detect suspicious activity, we will seek the assistance of the insurance company to investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of Fund shares by an insurance company, including for the benefit of certain of the insurance company’s clients. Also, insurance companies may apply frequent-trading policies that differ from one another.

Please read the insurance company contract and program materials carefully to learn of any rules or fees that may apply. See the accompanying prospectus for the annuity or insurance program through which Fund shares are offered for further details on transaction policies.

Please consult the Fund’s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Fund's holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with the insurance companies through which contract owners participate in the Fund to implement redemptions in a manner that is least disruptive to the portfolio.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

21


 

BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. GNMA Bond Index (the Index or Bloomberg Barclays Index).

Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the GNMA Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the GNMA Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the GNMA Fund. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the GNMA Fund or the owners of the GNMA Fund.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the GNMA Fund. Investors acquire the GNMA Fund from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the GNMA Fund. The GNMA Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the GNMA Fund or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the GNMA Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the GNMA Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the GNMA Fund or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the GNMA Fund.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the GNMA Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the GNMA Fund, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE GNMA FUND.

None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

22


 

Glossary of Investment Terms

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bloomberg Barclays U.S. GNMA Bond Index. An index that includes mortgage-backed pass-through securities of the Government National Mortgage Association; these securities are based on pools of 15- and 30-year fixed-rate home mortgages.

Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

23


 

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the fund’s board of trustees and renegotiation with the lender syndicate on an annual basis.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.

Principal. The face value of a debt instrument or the amount of money put into an investment.

Securities. Stocks, bonds, money market instruments, and other investments.

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.

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P.O. Box 2600

Valley Forge, PA 19482-2600

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard GNMA Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

Vanguard Annuity and Insurance Services P.O. Box 2600 Valley Forge, PA 19482-2600 Telephone: 800-522-5555

Information Provided by the Securities and Exchange Commission (SEC)

You can review and copy information about the Fund (including the SAI) at the SEC’s Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

Fund’s Investment Company Act file number: 811-02368

© 2018 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
 
P 036A 052018

 


Vanguard High-Yield Corporate Fund
Prospectus
 
May 24, 2018
 
Investor Shares & Admiral™ Shares
Vanguard High-Yield Corporate Fund Investor Shares (VWEHX)
Vanguard High-Yield Corporate Fund Admiral Shares (VWEAX)
 
 
 
 
This prospectus contains financial data for the Fund through the fiscal year ended January 31, 2018.
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Investing With Vanguard 26
More on the Fund 7 Purchasing Shares 26
The Fund and Vanguard 18 Converting Shares 30
Investment Advisor 19 Redeeming Shares 31
Dividends, Capital Gains, and Taxes 20 Exchanging Shares 35
Share Price 22 Frequent-Trading Limitations 35
Financial Highlights 23 Other Rules You Should Know 37
    Fund and Account Updates 42
    Employer-Sponsored Plans 43
    Contacting Vanguard 44
    Additional Information 45
    Glossary of Investment Terms 47

 


 

Fund Summary

Investment Objective

The Fund seeks to provide a high level of current income.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.

Shareholder Fees    
(Fees paid directly from your investment)    
  Investor Shares Admiral Shares
Sales Charge (Load) Imposed on Purchases None None
Purchase Fee None None
Sales Charge (Load) Imposed on Reinvested Dividends None None
Redemption Fee None None
Account Service Fee (for certain fund account balances below $20/year $20/year
$10,000)    
 
Annual Fund Operating Expenses    
(Expenses that you pay each year as a percentage of the value of your investment)  
  Investor Shares Admiral Shares
Management Fees 0.20% 0.12%
12b-1 Distribution Fee None None
Other Expenses 0.03% 0.01%
Total Annual Fund Operating Expenses 0.23% 0.13%

 

1


 

Examples

The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

  1 Year 3 Years 5 Years 10 Years
Investor Shares $24 $74 $130 $293
Admiral Shares $13 $42 $73 $166

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 27% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests primarily in a diversified group of high-yielding, higher-risk corporate bonds—commonly known as “junk bonds”—with medium- and lower-range credit-quality ratings. The Fund invests at least 80% of its assets in corporate bonds that are rated below Baa by Moody’s Investors Service, Inc. (Moody’s); have an equivalent rating by any other independent bond-rating agency; or, if unrated, are determined to be of comparable quality by the Fund’s advisor.

The Fund may not invest more than 20% of its assets in any of the following, in the aggregate: bonds with credit ratings lower than B or the equivalent, convertible securities, preferred stocks, and fixed and floating rate loans of medium- to lower-range credit quality. The loans in which the Fund may invest will be rated Baa or below by Moody’s; have an equivalent rating by any other independent bond-rating agency; or, if unrated, are determined to be of comparable quality by the Fund’s advisor. The Fund’s high-yield bonds and loans mostly have short- and intermediate-term maturities.

2


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Credit risk, which is the chance that a bond or loan issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond or loan to decline. Credit risk should be high for the Fund because it invests primarily in junk bonds.

Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Income risk is moderate to high for the Fund, so investors should expect the Fund’s monthly income to fluctuate accordingly.

Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be high for the Fund because of the high percentage of callable bonds.

Interest rate risk, which is the chance that bond or loan prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.

Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk should be low to moderate for the Fund.

Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

Because of the speculative nature of junk bonds, you should carefully consider the risks associated with this Fund before you purchase shares.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

3


 

Annual Total Returns

The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index and a composite index, which have investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

Annual Total Returns — Vanguard High-Yield Corporate Fund Investor Shares1


1 The year-to-date return as of the most recent calendar quarter, which ended on March 31, 2018, was –1.47%.

During the periods shown in the bar chart, the highest return for a calendar quarter was 14.43% (quarter ended June 30, 2009), and the lowest return for a quarter was –13.94% (quarter ended December 31, 2008).

4


 

Average Annual Total Returns for Periods Ended December 31, 2017    
  1 Year 5 Years 10 Years
Vanguard High-Yield Corporate Fund Investor Shares      
Return Before Taxes 7.02% 5.11% 6.82%
Return After Taxes on Distributions 4.61 2.60 4.16
Return After Taxes on Distributions and Sale of Fund Shares 3.95 2.74 4.12
Vanguard High-Yield Corporate Fund Admiral Shares      
Return Before Taxes 7.13% 5.21% 6.93%
Comparative Indexes      
(reflect no deduction for fees, expenses, or taxes)      
Bloomberg Barclays U.S. Corporate High Yield Bond Index 7.50% 5.78% 8.03%
High-Yield Corporate Composite Index 6.60 5.22 7.18

 

Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.

Investment Advisor

Wellington Management Company LLP (Wellington Management)

Portfolio Manager

Michael L. Hong, CFA, Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed the Fund since 2008.

5


 

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

6


 

More on the Fund

This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this  symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.

Share Class Overview

The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.

Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment returns will differ.

Plain Talk About Fund Expenses
 
All mutual funds have operating expenses. These expenses, which are deducted
from a fund’s gross income, are expressed as a percentage of the net assets of
the fund. Assuming that operating expenses remain as stated in the Fees and
Expenses section, Vanguard High-Yield Corporate Fund’s expense ratios would
be as follows: for Investor Shares, 0.23%, or $2.30 per $1,000 of average net
assets; for Admiral Shares, 0.13%, or $1.30 per $1,000 of average net assets.
The average expense ratio for high yield funds in 2017 was 1.05%, or $10.50 per
$1,000 of average net assets (derived from data provided by Lipper, a Thomson
Reuters Company, which reports on the mutual fund industry).

 

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

7


 

The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund’s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. However, the Fund’s policy of investing at least 80% of its assets in corporate bonds that are rated below Baa by Moody’s (or have an equivalent rating or, if unrated, are determined to be of comparable quality by the Fund’s advisor) may only be changed upon 60 days’ notice to shareholders.

Market Exposure

The Fund invests primarily in a diversified group of high-yielding, higher-risk corporate bonds—commonly known as “junk bonds”—with medium- and lower-range credit-quality ratings. The Fund also invests in fixed and floating rate loans of medium- to lower-range credit quality. The Fund’s high-yield bonds and loans mostly have short-and intermediate-term maturities. As a result of this investment strategy, the Fund is subject to certain risks.

Plain Talk About High-Yield Bonds
 
High-yield bonds, or “junk bonds,” are issued by companies or other entities
whose ability to pay interest and principal on the debt in a timely manner is
considered questionable. Such bonds are rated “below investment-grade” by
independent rating agencies. Because they are riskier than investment-grade
bonds, high-yield bonds typically must pay more interest to attract investors.
Some high-yield bonds are issued by smaller, less-seasoned companies, while
others are issued as part of a corporate restructuring, such as an acquisition, a
merger, or a leveraged buyout. Some high-yield bonds were once rated as
investment-grade but have been downgraded to junk-bond status because of
financial difficulties experienced by their issuers. Conversely, an issuer’s
improving financial condition may result in an upgrading of its junk bonds to
investment-grade status.

 


Because of its significant investments in junk bonds and loans, the Fund is subject to high credit risk, which is the chance that a bond or loan issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond or loan to decline.

For more information about credit risk, see Security Selection.

8


 


The Fund is subject to interest rate risk, which is the chance that bond or loan prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.

Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.

To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.

How Interest Rate Changes Affect the Value of a $1,000 Bond1    
  After a 1% After a 1% After a 2% After a 2%
Type of Bond (Maturity) Increase Decrease Increase Decrease
Short-Term (2.5 years) $977 $1,024 $954 $1,049
Intermediate-Term (10 years) 922 1,086 851 1,180
Long-Term (20 years) 874 1,150 769 1,328
1 Assuming a 4% coupon rate.        

 

These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.

Plain Talk About Bonds and Interest Rates
 
As a rule, when interest rates rise, bond prices fall. The opposite is also true:
Bond prices go up when interest rates fall. Why do bond prices and interest rates
move in opposite directions? Let’s assume that you hold a bond offering a 4%
yield. A year later, interest rates are on the rise and bonds of comparable quality
and maturity are offered with a 5% yield. With higher-yielding bonds available,
you would have trouble selling your 4% bond for the price you paid—you would
probably have to lower your asking price. On the other hand, if interest rates were
falling and 3% bonds were being offered, you should be able to sell your 4% bond
for more than you paid.

 

Changes in interest rates can affect bond income as well as bond prices.

9


 


The Fund is subject to income risk, which is the chance that the Fund‘s income will decline because of falling interest rates. A fund‘s income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is moderate to high for the Fund, so investors should expect the Fund’s monthly income to fluctuate accordingly.

Plain Talk About Bond Maturities
 
A bond is issued with a specific maturity date—the date when the issuer must pay
back the bond’s principal (face value). Bond maturities range from less than 1 year
to more than 30 years. Typically, the longer a bond’s maturity, the more price risk
you, as a bond investor, will face as interest rates rise—but also the higher the
potential yield you could receive. Longer-term bonds are more suitable for
investors willing to take a greater risk of price fluctuations to get higher and more
stable interest income. Shorter-term bond investors should be willing to accept
lower yields and greater income variability in return for less fluctuation in the value
of their investment. The stated maturity of a bond may differ from the effective
maturity of a bond, which takes into consideration that an action such as a call or
refunding may cause bonds to be repaid before their stated maturity dates.

 

Although falling interest rates tend to strengthen bond prices, they can cause other problems for bond fund investors—bond calls and prepayments.


The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Fund’s income. Such redemptions and subsequent reinvestments would also increase the Fund’s portfolio turnover rate. Call risk should be high for the Fund because of the high percentage of callable bonds.


The Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk should be low to moderate for the Fund.

10


 

Plain Talk About Callable Bonds
 
Although bonds are issued with clearly defined maturities, in some cases the
bond issuer has a right to call in (redeem) the bond earlier than its maturity date.
When a bond is called, the bondholder must replace it with another bond that
may have a lower yield than the original bond. One way for bond investors to
protect themselves against call risk is to purchase a bond early in its lifetime, long
before its call date. Another way is to buy bonds with lower coupon rates or
interest rates, which make them less likely to be called.

 

Security Selection

Wellington Management Company LLP (Wellington Management), advisor to the Fund, seeks to minimize the substantial investment risk posed by junk bonds, primarily through its use of solid credit research and broad diversification among issuers.


The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.

The Fund invests at least 80% of its assets in corporate bonds that are rated below Baa by Moody‘s; have an equivalent rating by any other independent bond-rating agency; or, if unrated, are determined to be of comparable quality by the Fund’s advisor.

The Fund may not invest more than 20% of its assets in any of the following, in the aggregate: bonds that are rated less than B or the equivalent, convertible securities, preferred stocks, and fixed and floating rate loans of medium- to lower-range credit quality. The loans in which the Fund may invest will be rated Baa or below by Moody’s or will have an equivalent rating by any other independent bond-rating agency. If unrated, a loan must be, in the advisor’s opinion, comparable to those ratings. The Fund’s loans will include secondary assignments of fully collateralized, unsubordinated, and fixed or floating rate loans made by banks or other financial institutions to corporations and other entities in connection with leveraged buyout transactions or other financing transactions.

The Fund may invest up to 10% of its assets in trust-preferred securities, which are preferred securities issued by a special purpose trust that holds subordinated debt of the trust’s corporate parent. The interest received by the trust from the debt issued by the corporate parent is distributed to the holders of the trust-preferred securities. A trust-preferred security has characteristics of both a debt and an equity security and generally will have the same risks as these types of securities, including market, credit, interest rate, and call risks. Trust-preferred securities typically are subordinated to the bonds and other obligations of the parent company and, therefore, may be subject to greater credit risk than such bonds and obligations.

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The Fund may invest up to 20% of its assets in government securities and/or bonds that are rated Baa or above by Moody’s or have an equivalent rating by any other independent bond-rating agency or, if unrated, are determined to be of comparable quality by the Fund’s advisor. These are commonly referred to as investment-grade securities.

The Fund will only invest in bonds and loans that, at the time of initial investment, are rated Caa or higher by Moody‘s; have an equivalent rating by any other independent bond-rating agency; or, if unrated, are determined to be of comparable quality by the Fund’s advisor.

In the past, the Fund has not invested in non-cash-flow-producing high-yield bonds, such as zero-coupon bonds (which pay interest only at maturity) or payment-in-kind bonds (which pay interest in the form of additional securities). Although it has no present plans to do so, the Fund may invest up to 5% of its assets in such bonds in the future.

The Fund may invest in international dollar-denominated bonds, which are denominated in U.S. dollars and are issued by foreign governments, government agencies, and companies. To the extent that the Fund owns foreign bonds, it is subject to country risk, which is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by governments, government agencies, and companies in foreign countries. Because the bond’s value is designated in dollars rather than in the currency of the issuer’s country, the Fund is not exposed to currency risk; rather, the issuer assumes the risk, usually to attract U.S. investors.

The Fund may also invest in foreign currency bonds, which are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. To the extent that the Fund owns foreign currency bonds, it intends to hedge its foreign currency exposure to those bonds back to the U.S. dollar. In addition to country risk, the Fund is subject to currency hedging risk. Currency hedging risk is the risk that the currency hedging transactions entered into by the Fund may not perfectly offset the Fund’s foreign currency exposure.

Certain investment restrictions, such as required minimum or maximum investment in a particular type of security, are measured at the time the Fund purchases a security. The market value, credit quality, or other characteristics of the Fund’s securities may change after they are purchased, and this may cause the amount of the Fund’s assets invested in such securities to exceed the stated maximum restrictions or fall below the stated minimum restrictions. If any of these changes occur, the Fund would not be considered to be in violation of the investment restriction. However, purchases by the Fund during the time it is above or below the stated restriction, during normal market conditions, would be in compliance with applicable restrictions.

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Plain Talk About Credit Quality
 
A bond’s credit-quality rating is an assessment of the issuer’s ability to pay interest
on the bond and, ultimately, to repay the principal. The lower the credit quality, the
greater the chance—in Vanguard’s and another advisor’s opinion—that the bond
issuer will default, or fail to meet its payment obligations. All things being equal, the
lower a bond’s credit quality, the higher its yield should be to compensate investors
for assuming additional risk.

 

Bonds that are rated below Baa by Moody‘s or have an equivalent rating, such as those held by the Fund, are classified as non-investment-grade. These bonds carry a high degree of risk and are considered speculative by the major rating agencies.

Credit quality in the high-yield bond market can change suddenly and unexpectedly, and even recently issued credit ratings may not fully reflect the actual risks posed by a particular high-yield bond. For these reasons, it is the Fund’s policy not to rely primarily on ratings issued by established credit-rating agencies but to use these ratings in conjunction with the advisor’s own independent and ongoing review of credit quality.

Wellington Management selects bonds on a company-by-company basis, emphasizing fundamental research and a long-term investment horizon. The analysis focuses on the nature of a company’s business, its strategy, and the quality of its management. Based on this analysis, the advisor looks for companies whose prospects are stable or improving and whose bonds offer an attractive yield. Companies with improving prospects are normally more attractive because they offer better assurance of debt repayment and greater potential for capital appreciation.

As of January 31, 2018, the Fund’s holdings had the following credit-quality characteristics:

  Percentage of Fund’s
Credit Quality Net Assets
U.S. Government 4.5%
Baa 4.6
Ba 45.9
B 36.2
Caa 8.0
C 0.6
Not Rated 0.2

 

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To minimize credit risk, the Fund normally diversifies its holdings among debt of at least 100 issuers, representing many industries. As of January 31, 2018, the Fund held debt of 216 issuers. This diversification should lessen the negative impact on the Fund of a particular issuer’s failure to pay either principal or interest.


The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.

Corporate bonds and loans are traded among dealers and brokers that connect buyers with sellers. Liquidity in the corporate bond and loan markets may be challenged depending on overall economic conditions and credit tightening may impact liquidity in the corporate bond and loan markets. There may be little trading in the secondary market for particular bonds, loans, and other debt securities, which may make them more difficult to value or sell.

Other Investment Policies and Risks

In addition to investing in junk bonds, the Fund may make other kinds of investments to achieve its objective.

The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Add value when these instruments are attractively priced.

• Adjust sensitivity to changes in interest rates.

• Adjust the overall credit risk of the portfolio or actively overweight or underweight credit risk to specific bond issuers.

• Hedge foreign currency exposure.

• Hedge foreign interest rate exposure.

The Fund‘s derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; currency swaps; foreign currency exchange forwards; interest rate swaps; total return swaps; credit default swaps; or other derivatives. Losses (or gains) involving futures contracts can sometimes be

14


 

substantial—in part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.

The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Fund‘s securities from falling in value as a result of risks other than unfavorable currency exchange movements.

Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements and foreign currency
exchange forward contracts—tend to be more specialized or complex and may be
more difficult to accurately value.

 

Cash Management

The Fund‘s daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see “Potentially disruptive redemptions” under Redeeming Shares in the Investing With Vanguard section.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including

15


 

advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see “Emergency circumstances” under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund’s best interest, so long as the strategy or policy employed is consistent with the Fund’s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund’s investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.

In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategies—for instance, by allocating substantial assets to cash equivalent investments, U.S. Treasury securities, or other less volatile instruments—in response to adverse or unusual market, economic, political, or other conditions. Such conditions could include a temporary decline in the availability of corporate bonds rated below Baa by Moody’s or bonds that have an equivalent rating by any other independent bond-rating agency. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

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Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period.

17


 

Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that dealer
markups and other transaction costs will have on its return. Also, funds with high
turnover rates may be more likely to generate capital gains, including short-term
capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by management companies that may be
owned by one person, by a private group of individuals, or by public investors
who own the management company’s stock. The management fees charged by
these companies include a profit component over and above the companies’ cost
of providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds’ expenses low.

 

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Investment Advisor

Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210, is a Delaware limited liability partnership and an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability company. As of January 31, 2018, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1.1 trillion in assets.

The Fund pays the advisor a fee, which is paid quarterly and is a percentage of average daily net assets under management during the most recent fiscal quarter. The fee has breakpoints, which means that the percentage declines as assets go up.

For the fiscal year ended January 31, 2018, the advisory fee represented an effective annual rate of 0.03% of the Fund’s average net assets.

Under the terms of an SEC exemption, the Fund’s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory agreement, see the most recent semiannual report to shareholders covering the fiscal period ended July 31.

The manager primarily responsible for the day-to-day management of the Fund is:

Michael L. Hong, CFA, Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has worked in investment management with Wellington Management since 1997 and has managed the Fund since 2008. Education: A.B., Harvard College.

The Statement of Additional Information provides information about the portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

19


 

Dividends, Capital Gains, and Taxes

Fund Distributions

The Fund distributes to shareholders virtually all of its net income (interest and dividends less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Fund’s income dividends generally are declared daily and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.

You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.

Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from
interest and dividends as well as capital gains from the fund’s sale of
investments. Income consists of both the dividends that the fund earns from
any stock holdings and the interest the fund earns from any money market and
bond investments. Capital gains are realized whenever the fund sells securities
for higher prices than it paid for them. These capital gains are either short-term
or long-term, depending on whether the fund held the securities for one year or
less or for more than one year.

 

Basic Tax Points

Investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

20


 

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.

• Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.

• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.

Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your state’s rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.

This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.

General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

21


 

Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights tables are intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund‘s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Plain Talk About How to Read the Financial Highlights Tables
 
This explanation uses the Fund’s Investor Shares as an example. The Investor
Shares began fiscal year 2018 with a net asset value (share price) of $5.86 per
share. During the year, each Investor Share earned $0.309 from investment
income (interest and dividends) and $0.048 from investments that had
appreciated in value or that were sold for higher prices than the Fund paid for
them.
 
Shareholders received $0.307 per share in the form of dividend distributions. A
portion of each year’s distributions may come from the prior year’s income or
capital gains.
 
The share price at the end of the year was $5.91, reflecting earnings of $0.357
per share and distributions of $0.307 per share. This was an increase of $0.05 per
share (from $5.86 at the beginning of the year to $5.91 at the end of the year). For
a shareholder who reinvested the distributions in the purchase of more shares,
the total return was 6.19% for the year.
 
As of January 31, 2018, the Investor Shares had approximately $4.1 billion in net
assets. For the year, the expense ratio was 0.23% ($2.30 per $1,000 of net
assets), and the net investment income amounted to 5.20% of average net
assets. The Fund sold and replaced securities valued at 27% of its net assets.

 

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High-Yield Corporate Fund Investor Shares          
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $5.86 $5.46 $5.98 $6.04 $6.12
Investment Operations          
Net Investment Income .3091 .315 .327 .331 .348
Net Realized and Unrealized Gain (Loss)          
on Investments .048 .404 (.495) (.059) (.080)
Total from Investment Operations .357 .719 (.168) .272 .268
Distributions          
Dividends from Net Investment Income (.307) (.317) (.323) (.332) (.348)
Distributions from Realized Capital Gains (.002) (.029)
Total Distributions (.307) (.319) (.352) (.332) (.348)
Net Asset Value, End of Period $5.91 $5.86 $5.46 $5.98 $6.04
Total Return2 6.19% 13.43% –2.99% 4.56% 4.53%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $4,146 $4,064 $3,604 $4,176 $4,394
Ratio of Total Expenses to          
Average Net Assets 0.23% 0.23% 0.23% 0.23% 0.23%
Ratio of Net Investment Income to          
Average Net Assets 5.20% 5.48% 5.61% 5.46% 5.76%
Portfolio Turnover Rate 27% 26% 34% 35% 28%
1 Calculated based on average shares outstanding.          
2 Total returns do not include account service fees that may have applied in the periods shown.    

 

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High-Yield Corporate Fund Admiral Shares          
      Year Ended January 31,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $5.86 $5.46 $5.98 $6.04 $6.12
Investment Operations          
Net Investment Income .3141 .320 .333 .337 .354
Net Realized and Unrealized Gain (Loss)          
on Investments .049 .404 (.495) (.059) (.080)
Total from Investment Operations .363 .724 (.162) .278 .274
Distributions          
Dividends from Net Investment Income (.313) (.322) (.329) (.338) (.354)
Distributions from Realized Capital Gains (.002) (.029)
Total Distributions (.313) (.324) (.358) (.338) (.354)
Net Asset Value, End of Period $5.91 $5.86 $5.46 $5.98 $6.04
Total Return2 6.29% 13.54% –2.90% 4.66% 4.64%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $20,721 $17,718 $13,183 $12,879 $11,962
Ratio of Total Expenses to          
Average Net Assets 0.13% 0.13% 0.13% 0.13% 0.13%
Ratio of Net Investment Income to          
Average Net Assets 5.30% 5.58% 5.71% 5.56% 5.86%
Portfolio Turnover Rate 27% 26% 34% 35% 28%
1 Calculated based on average shares outstanding.          
2 Total returns do not include account service fees that may have applied in the periods shown.    

 

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Investing With Vanguard

This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.

For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.

Purchasing Shares

Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.

Investment minimums may differ for certain categories of investors.

Account Minimums for Investor Shares To open and maintain an account. $3,000.

To add to an existing account. Generally $1.

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Account Minimums for Admiral Shares

To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

To add to an existing account. Generally $1.

How to Initiate a Purchase Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.

Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See

Contacting Vanguard.

By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.

How to Pay for a Purchase

By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.

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By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguard—xx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.

By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See

Exchanging Shares.

Trade Date

The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).

For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.

For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.

For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you

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selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business day’s trade date.

If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.

For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.

Earning Dividends

You generally begin earning dividends on the business day following your trade date. When buying money market fund shares through a federal funds wire on a business day, however, you generally can begin earning dividends immediately by making a purchase request by telephone to Vanguard before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund).

Other Purchase Rules You Should Know

Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.

Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.

New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.

Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.

Large purchases. Call Vanguard before attempting to invest a large dollar amount.

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No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.

Converting Shares

When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the “new” shares you receive equals the dollar value of the “old” shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.

Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.

A conversion between share classes of the same fund is a nontaxable event.

Trade Date

The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.

Conversions From Investor Shares to Admiral Shares

Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion

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occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.

Mandatory Conversions to Investor Shares

If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.

Redeeming Shares

How to Initiate a Redemption Request

Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.

Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.

By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.

By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.

How to Receive Redemption Proceeds

By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.

By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.

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Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund. For example, if you redeem $100 via a wire, you will receive the full $100, and your fund account will also be assessed the $10 fee by redeeming additional fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the fee amount. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.

By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.

By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.

Trade Date

The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).

For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.

• Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave

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Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.

For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business day’s trade date.

For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.

If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.

If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”

For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.

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Earning Dividends

You generally will continue earning dividends until the first business day following your trade date.

Other Redemption Rules You Should Know

Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.

Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.

Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.

Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, converted, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.

Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.

Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.

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No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.

Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.

Exchanging Shares

An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.

If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should Know—Good Order for additional information on all transaction requests.

Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.

Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.

Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

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For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

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• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Other Rules You Should Know

Prospectus and Shareholder Report Mailings

When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request

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individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.

Vanguard.com

Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.

Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.

Telephone Transactions

Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.

Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.

Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:

• Authorization to act on the account (as the account owner or by legal documentation or other means).

• Account registration and address.

• Fund name and account number, if applicable.

• Other information relating to the caller, the account owner, or the account.

Good Order

We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:

• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.

• Include the fund name and account number.

• Include the amount of the transaction (stated in dollars, shares, or percentage).

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Written instructions also must generally include:

• An original signature and date from the authorized person(s).

• Signature guarantees or notarized signatures, if required for the type of transaction.

(Call Vanguard for specific requirements.)

• Any supporting documentation that may be required.

Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.

Vanguard reserves the right, without notice, to revise the requirements for good order.

Future Trade-Date Requests

Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and

Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.

Accounts With More Than One Owner

If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.

Responsibility for Fraud

Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.

Uncashed Checks

Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the state’s abandoned property law.

Dormant Accounts

If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law.

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Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.

Investing With Vanguard Through Other Firms

You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.

Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.

Account Service Fee

Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.

If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.

The account service fee also does not apply to the following:

• Money market sweep accounts owned in connection with a Vanguard Brokerage Services account.*

• Accounts held through intermediaries.*

• Accounts held by institutional clients.

• Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.

Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in

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determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a household’s eligibility.

• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.

• Section 529 college savings plans.

* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.

** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.

Low-Balance Accounts

The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.

Right to Change Policies

In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

41


 

Share Classes

Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.

Fund and Account Updates

Confirmation Statements

We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.

Portfolio Summaries

We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.

Tax Information Statements

For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.

42


 

Annual and Semiannual Reports

We will send (or provide through our website, whichever you prefer) reports about Vanguard High-Yield Corporate Fund twice a year, in March and September. These reports include overviews of the financial markets and provide the following specific Fund information:

• Performance assessments and comparisons with industry benchmarks.

• Reports from the advisor.

• Financial statements with listings of Fund holdings.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

Employer-Sponsored Plans

Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.

• If you have any questions about the Fund or Vanguard, including those about the Fund’s investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.

• If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.

• Be sure to carefully read each topic that pertains to your transactions with Vanguard.

Vanguard reserves the right to change its policies without notice to shareholders.

Transactions

Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.

If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.

43


 

Contacting Vanguard  
 
 
Web  
Vanguard.com For the most complete source of Vanguard news
  For fund, account, and service information
  For most account transactions
  For literature requests
  24 hours a day, 7 days a week
 
Phone  
Vanguard Tele-Account® 800-662-6273 For automated fund and account information
  Toll-free, 24 hours a day, 7 days a week
Investor Information 800-662-7447 For fund and service information
(Text telephone for people with hearing For literature requests
impairment at 800-749-7273)  
Client Services 800-662-2739 For account information
(Text telephone for people with hearing For most account transactions
impairment at 800-749-7273)  
Participant Services 800-523-1188 For information and services for participants in employer-
(Text telephone for people with hearing sponsored plans
impairment at 800-749-7273)  
Institutional Division For information and services for large institutional investors
888-809-8102  
Financial Advisor and Intermediary For information and services for financial intermediaries
Sales Support 800-997-2798 including financial advisors, broker-dealers, trust institutions,
  and insurance companies
Financial Advisory and Intermediary For account information and trading support for financial
Trading Support 800-669-0498 intermediaries including financial advisors, broker-dealers,
  trust institutions, and insurance companies

 

44


 

Vanguard Addresses

Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.

Regular Mail (Individuals)   The Vanguard Group    
    P.O. Box 1110    
    Valley Forge, PA 19482-1110  
Regular Mail (Institutions, Intermediaries, and The Vanguard Group    
Employer-Sponsored Plan Participants)   P.O. Box 2900    
    Valley Forge, PA 19482-2900  
Registered, Express, or Overnight Mail   The Vanguard Group    
    455 Devon Park Drive    
    Wayne, PA 19087-1815  
 
 
Additional Information          
 
 
  Inception Newspaper Vanguard CUSIP
    Date Abbreviation Fund Number Number
High-Yield Corporate Fund          
Investor Shares 12/27/1978 HYCor 29 922031208
Admiral Shares 11/12/2001 HYCorpAdml 529 922031760

 

45


 

CFA® is a registered trademark owned by CFA Institute.

BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. Corporate High Yield Bond Index, Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index, and Bloomberg Barclays U.S. 1-5 Year Treasury Bond Index (the Indices or Bloomberg Barclays Indices).

Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the High-Yield Corporate Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the High-Yield Corporate Fund. The Indices are licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the High-Yield Corporate Fund. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Indices is the licensing of the Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the High-Yield Corporate Fund or the owners of the High-Yield Corporate Fund.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Indices in connection with the High-Yield Corporate Fund. Investors acquire the High-Yield Corporate Fund from Vanguard and investors neither acquire any interest in the Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the High-Yield Corporate Fund. The High-Yield Corporate Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the High-Yield Corporate Fund or the advisability of investing in securities generally or the ability of the Indices to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the High-Yield Corporate Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the High-Yield Corporate Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the High-Yield Corporate Fund or any other third party into consideration in determining, composing or calculating the Indices. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the High-Yield Corporate Fund.

The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the High-Yield Corporate Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the High-Yield Corporate Fund, investors or other third parties.

NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH, RESULTING FROM THE USE OF BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE HIGH-YIELD CORPORATE FUND.

None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.

46


 

Glossary of Investment Terms

Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a fund’s share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bond’s maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.

Bloomberg Barclays U.S. Corporate High Yield Bond Index. An index that includes primarily corporate bonds with credit ratings at or below Ba1 (Moody’s) or BB+ (Standard & Poor’s); these issues are considered below investment-grade.

Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.

Corporate Bond. An IOU issued by a business that wants to borrow money. As with other types of bonds, the issuer promises to repay the borrowed money by a specific date and generally to make interest payments in the meantime.

Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Face Value. The amount to be paid at a bond’s maturity; also known as the par value or principal.

Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.

47


 

High-Yield Corporate Composite Index. An index weighted 95% Bloomberg Barclays U.S. High Yield Ba/B 2% Issuer Capped Index and 5% Bloomberg Barclays U.S. 1–5 Year Treasury Bond Index.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a fund’s advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.

Joint Committed Credit Facility. The Fund participates, along withother funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the fund’s board of trustees and renegotiation with the lender syndicate on an annual basis.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.

Non-Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a fund’s advisor, to be below investment-grade. These high-risk corporate bonds have a credit-quality rating equivalent to or below Moody’s Ba or Standard & Poor’s BB and are commonly referred to as “junk bonds.”

Principal. The face value of a debt instrument or the amount of money put into an investment.

Securities. Stocks, bonds, money market instruments, and other investments.

48


 

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.


 

P.O. Box 2600
Valley Forge, PA 19482-2600

 

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard High-Yield Corporate Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a participant in an employer-sponsored plan:

The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

You can review and copy information about the Fund (including the SAI) at the SEC’s Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

Fund’s Investment Company Act file number: 811-02368

© 2018 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
 
P 029 052018

 


Vanguard Real Estate II Index Fund
Prospectus
May 24, 2018
Institutional Plus Shares
Vanguard Real Estate II Index Fund Institutional Plus Shares (VRTPX)*
 
 
 
 
*Formerly known as Vanguard REIT II Index Fund.

 


This prospectus contains financial data for the Fund through the fiscal year ended January 31, 2018.
 
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 


 

Contents      
 
 
Fund Summary 1 Financial Highlights 23
Investing in Index Funds 5 Investing With Vanguard 25
More on the Fund 6 Frequent-Trading Limitations 25
The Fund and Vanguard 16 Additional Information 27
Investment Advisor 17 Glossary of Investment Terms 29
Dividends, Capital Gains, and Taxes 18    
Share Price 21    

 


 

Fund Summary

Investment Objective

The Fund seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs and other real estate-related investments.

Fees and Expenses

The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund.

Shareholder Fees  
(Fees paid directly from your investment)  
 
Sales Charge (Load) Imposed on Purchases None
Purchase Fee None
Sales Charge (Load) Imposed on Reinvested Dividends None
Redemption Fee None
 
Annual Fund Operating Expenses  
(Expenses that you pay each year as a percentage of the value of your investment)  
 
Management Fees 0.07%
12b-1 Distribution Fee None
Other Expenses 0.01%
Total Annual Fund Operating Expenses 0.08%

 

1


 

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
$8 $26 $45 $103

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the fiscal period from September 26, 2017, to January 31, 2018, the Fund’s portfolio turnover rate was 1% of the average value of its portfolio.

Principal Investment Strategies

The Fund employs an indexing investment approach designed to track the performance of the MSCI US Investable Market Real Estate 25/50 Transition Index, an interim index that will gradually increase exposure to other real estate-related investments while proportionately reducing exposure to other stocks based on their weightings in the MSCI US Investable Market Real Estate 25/50 Index. The MSCI US Investable Market Real Estate 25/50 Index is made up of stocks of large, mid-size, and small U.S. companies within the real estate sector, as classified under the Global Industry Classification Standard (GICS). The GICS real estate sector is composed of equity real estate investment trusts (known as REITs), which includes specialized REITs, and real estate management and development companies.

The Fund attempts to replicate the Index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.

2


 

Principal Risks

An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:

Industry concentration risk, which is the chance that the stocks of REITs and other real estate-related investments will decline because of adverse developments affecting the real estate industry and real property values. Because the Fund concentrates its assets in these stocks, industry concentration risk is high.

Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Fund’s target index may, at times, become focused in stocks of a limited number of companies, which could cause the Fund to underperform the overall stock market.

Interest rate risk, which is the chance that REIT stock prices overall will decline and that the cost of borrowing for REITs will increase because of rising interest rates. Interest rate risk is high for the Fund.

Investment style risk, which is the chance that the returns from the stocks of REITs and other real estate-related investments—which typically are small- or mid-capitalization stocks—will trail returns from the overall stock market. Historically, these stocks have performed quite differently from the overall market.

Nondiversification risk, which is the chance that the Fund may invest a greater percentage of its assets in a particular issuer or group of issuers or may own larger positions of an issuer’s voting stock than a diversified fund.

Asset concentration risk, which is the chance that, because the Fund’s target index (and therefore the Fund) tends to be heavily weighted in its ten largest holdings, the Fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks.

An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Annual Total Returns

The Fund has not been in operation long enough to report a full calendar-year return. Performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.

3


 

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Managers

Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2017.

Gerard C. O’Reilly, Principal of Vanguard. He has co-managed the Fund since its inception in 2017.

Purchase and Sale of Fund Shares

You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Plus Shares is $100 million. The minimum investment amount required to add to an existing Fund account is generally $1.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain or may constitute non-taxable return of capital. If you are investing through a tax-advantaged account, special tax rules apply.

Payments to Financial Intermediaries

The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.

4


 

Investing in Index Funds

What Is Indexing?

Indexing is an investment strategy for tracking the performance of a specified market benchmark, or “index.” An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire markets—such as the U.S. stock market or the U.S. bond market. Other indexes cover market segments—such as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.

An index fund seeks to hold all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.

Index funds typically have the following characteristics:

Variety of investments. Index funds generally invest in the securities of a variety of companies and industries.

Relative performance consistency. Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.

Low cost. Index funds are generally inexpensive to run compared with actively managed funds. They have low or no research costs and typically keep trading activity—and thus brokerage commissions and other transaction costs—to a minimum compared with actively managed funds.

5


 

More on the Fund


A Similar but Distinct Vanguard Fund

The Fund offered by this prospectus is anticipated to be a wholly owned subsidiary of Vanguard Real Estate Index Fund. While as a wholly owned subsidiary, both funds will seek to have the same investment objective and strategies, and to operate effectively with similar policies as set forth by the Investment Company Act of 1940. However, Vanguard Real Estate II Index Fund should not be confused with Vanguard Real Estate Index Fund, which is a separate Vanguard fund that also seeks to track the performance of the MSCI US Investable Market Real Estate 25/50 Transition Index. Both funds seek to replicate the stocks that make up the target index. This index replication strategy, combined with differences in the funds’ respective cash flows and expenses, is expected to produce slightly different investment performances by the funds. To obtain a prospectus for Vanguard Real Estate Index Fund, please call 800-662-7447.

Plain Talk About Fund Expenses
 
All mutual funds have operating expenses. These expenses, which are deducted
from a fund’s gross income, are expressed as a percentage of the net assets of
the fund. Assuming that operating expenses remain as stated in the Fees and
Expenses section, Vanguard Real Estate II Index Fund’s expense ratio would be
0.08%, or $0.80 per $1,000 of average net assets. The average expense ratio for
real estate funds in 2017 was 1.25%, or $12.50 per $1,000 of average net assets
(derived from data provided by Lipper, a Thomson Reuters Company, which
reports on the mutual fund industry).

 

6


 

Plain Talk About Costs of Investing
 
Costs are an important consideration in choosing a mutual fund. That is because
you, as a shareholder, pay a proportionate share of the costs of operating a fund
and any transaction costs incurred when the fund buys or sells securities. These
costs can erode a substantial portion of the gross income or the capital
appreciation a fund achieves. Even seemingly small differences in expenses can,
over time, have a dramatic effect on a fund‘s performance.

 

The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. Under normal circumstances, the Fund will invest at least 80% of its assets in the stocks that make up its target index. This policy may be changed only upon 60 days‘ notice to shareholders.

Market Exposure

The Fund invests in stocks of publicly traded equity real estate investment trusts and other real estate-related investments.

Plain Talk About REITs
 
Rather than directly owning properties—which can be costly and difficult to
convert into cash when needed—some investors buy shares in a company that
owns and manages real estate. Such a company is known as a real estate
investment trust, or REIT. Unlike corporations, REITs do not have to pay income
taxes if they meet certain Internal Revenue Code requirements. To qualify, a REIT
must distribute at least 90% of its taxable income to its shareholders and receive
at least 75% of that income from rents, mortgages, and sales of property. REITs
offer investors greater liquidity and diversification than direct ownership of a
handful of properties. REITs also offer the potential for higher income than an
investment in common stocks would provide. As with any investment in real
estate, however, a REIT’s performance depends on specific factors, such as the
company’s ability to find tenants for its properties, to renew leases, and to
finance property purchases and renovations. That said, returns from REITs may
not correspond to returns from direct property ownership.

 

7


 


The Fund is subject to investment style risk, which is the chance that returns from the stocks of REITs and other real estate-related investments—which typically are small- or mid-capitalization stocks—will trail returns from the overall stock market. Historically, these stocks have performed quite differently from the overall market.

Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that market capitalization ranges change over time. Also, interpretations of size vary, and there are no “official” definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. Securities in the MSCI US Investable Market Real Estate 25/50 Transition Index have differing levels of capitalization. The asset-weighted median market capitalization of the Fund’s stock holdings as of January 31, 2018, was $9.8 billion.

Small- and mid-cap stocks tend to have greater volatility than large-cap stocks because, among other things, smaller companies often have fewer customers, financial resources, and products than larger firms. Such characteristics can make small and mid-size companies more sensitive to changing economic conditions. REIT stocks tend to have a significant amount of dividend income, which can reduce the impact of this volatility. However, the Fund is subject to additional risk because of the concentration in the real estate sector. This focus on a single sector may result in more risk than that for a more diversified, multisector portfolio.

Plain Talk About Types of REITs
 
An equity REIT generally owns properties directly. Equity REITs typically generate
income from rental and lease payments, and they offer the potential for growth
from property appreciation as well as occasional capital gains from the sale of
property. A mortgage REIT makes loans to commercial real estate developers.
Mortgage REITs earn interest income and are subject to credit risk (i.e., the
chance that a developer will fail to repay a loan). A hybrid REIT holds both
properties and mortgages. The Fund invests in equity REITs and other real estate-
related investments.

 


The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Fund‘s target index may, at times, become focused in stocks of a limited number of companies, which could cause the Fund to underperform the overall stock market.

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To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.

U.S. Stock Market Average Annual Returns      
(1926–2017)        
  1 Year 5 Years 10 Years 20 Years
Best 54.2% 28.6% 19.9% 17.9%
Worst –43.1 –12.4 –1.4 3.1
Average 12.0 10.1 10.3 11.0

 

The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2017. You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10.1%, average annual returns for individual 5-year periods ranged from –12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.


The Fund is subject to interest rate risk, which is the chance that REIT stock prices overall will decline and that the cost of borrowing for REITs will increase because of rising interest rates. Interest rate risk is high for the Fund.

In general, during periods of high interest rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements is more costly and difficult to obtain.


The Fund is subject to industry concentration risk, which is the chance that the stocks of REITs and other real estate-related investments will decline because of adverse developments affecting the real estate industry and real property values. Because the Fund concentrates its assets in these stocks, industry concentration risk is high.

Because of its emphasis on REIT stocks, the Fund’s performance may at times be linked to the ups and downs of the real estate market. In general, real estate values can be affected by a variety of factors, including, but not limited to, supply and demand for properties, the economic health of the nation as well as different regions, and the

9


 

strength of specific industries that rent properties. Ultimately, an individual REIT’s performance depends on the types and locations of the properties it owns and on how well the REIT manages its properties. For instance, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’ failure to pay rent, regulatory limitations on rents, fluctuations in rental income, variations in market rental rates, or incompetent management. Property values could decrease because of overbuilding in the area, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses because of casualty or condemnation, increases in property taxes, or changes in zoning laws. Loss of IRS status as a qualified REIT may also affect an individual REIT’s performance. In addition, many real estate issuers, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect the issuer’s operations and market value in periods of rising interest rates.

Security Selection

The Fund attempts to track the investment performance of a benchmark index that measures the performance of publicly traded equity REITs and other real estate-related investments, including but not limited to specialized REITs, and real estate management and development companies.

The Fund attempts to hold each stock contained in the MSCI US Investable Market Real Estate 25/50 Transition Index in roughly the same proportion as represented in the Index itself. For example, if 5% of the MSCI US Investable Market Real Estate 25/50 Transition Index were made up of the stock of a specific REIT, the Fund would seek to invest approximately the same percentage of its assets in that stock.

The MSCI US Investable Market Real Estate 25/50 Transition Index is a float-adjusted market-capitalization-weighted index. It is made up of the stocks of publicly traded equity REITs and other real estate-related investments that meet certain criteria. For example, to be included initially in the Index, a REIT must meet a minimum market capitalization threshold and have enough shares and trading volume to be considered liquid. In line with the Index, the Fund invests in equity REITs and other real estate-related investments, including but not limited to specialized REITs, and real estate management and development companies.


The Fund is subject to asset concentration risk, which is the chance that, because the Fund’s target index (and therefore the Fund) tends to be heavily weighted in its ten largest holdings, the Fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks.

As of January 31, 2018, 152 equity REITs were included in the Index. On a quarterly basis, the Index is rebalanced and its current stocks are tested for continued compliance with the guidelines of the Index. A REIT may be removed from the Index

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because of a decline in market capitalization, because it becomes illiquid, or because of other changes in its status.


The Fund is subject to nondiversification risk, which is the chance that the Fund may invest a greater percentage of its assets in a particular issuer or a group of issuers or may own larger positions of an issuer’s voting stock than a diversified fund.

Stocks in the MSCI US Investable Market Real Estate 25/50 Transition Index represent a broadly diversified range of property types. The makeup of the Fund, as of January 31, 2018, was:

Fund Allocation by  
REIT Type Percentage of Fund
Retail 19.1%
Specialized 18.3
Residential 16.2
Office 13.2
Health Care 11.1
Industrial 7.7
Diversified 7.2
Hotel & Resort 7.2

 

Other Investment Policies and Risks

The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Fund‘s agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Fund’s board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.


The Fund is subject to REIT ownership limitation risk, which is the chance that the Fund may be unable to purchase (or otherwise obtain economic exposure to) the desired amounts of certain REITs included in its target index.

The Fund has significant ownership positions in many REITs included in its target index. For tax and other reasons, a REIT imposes limits on how much of its securities investors may own. If an ownership limit is reached, Vanguard may seek to obtain an ownership waiver from the REIT to exceed the limit. If the Fund is unable to obtain a waiver or an existing waiver is terminated, the Fund may seek to obtain economic exposure to the REIT through alternative means, such as through a total return swap,

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which may be more costly than owning REIT shares directly. If the Fund is unable to obtain either an ownership waiver or economic exposure to the REIT through alternative means, the Fund may experience increased tracking error. In addition, to maintain its qualification as a regulated investment company for tax purposes, the Fund may be unable to obtain additional economic exposure to certain REITs, which may increase tracking error. Additional measures could be taken in the future in response to REIT ownership limits, including changing the Fund’s investment strategy, limiting additional purchases into the Fund, or any other appropriate action.

The Fund may invest in foreign securities to the extent necessary to carry out its investment strategy of holding all, or substantially all, of the stocks that make up the index it tracks.

In addition to investing in common stocks of REITs and other real estate-related investments, the Fund may make other kinds of investments to achieve its objective.


The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:

• Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.

• Obtain economic exposure to a stock, a basket of stocks, or an index when deemed desirable or necessary.

• Add value when these instruments are attractively priced.

The market for many derivatives is, or suddenly can become, illiquid, which may result in significant, rapid, and unpredictable changes in the prices for derivatives. The Fund‘s use of a derivative subjects it to the risk of nonperformance by the counterparty, potentially resulting in delayed or partial payment or even nonpayment of amounts due under the derivative contract. The Fund attempts to mitigate this risk by requiring the posting of collateral by its counterparty.

The Fund‘s derivative investments may include total return swaps or other derivatives.

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Plain Talk About Derivatives
 
Derivatives can take many forms. Some forms of derivatives—such as exchange-
traded futures and options on securities, commodities, or indexes—have been
trading on regulated exchanges for decades. These types of derivatives are
standardized contracts that can easily be bought and sold and whose market
values are determined and published daily. On the other hand, non-exchange-
traded derivatives—such as certain swap agreements—tend to be more
specialized or complex and may be more difficult to accurately value.

 

Cash Management

The Fund‘s daily cash balance may be invested in one or more Vanguard CMT Funds, which are low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.

Methods Used to Meet Redemption Requests

Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Fund’s holdings to meet redemptions, while also factoring in transaction costs. Additionally, since the Fund is only available for limited purchase by certain institutional accounts for which Vanguard or its affiliates has discretionary authority, the Fund’s portfolio managers are typically aware of upcoming redemption requests. The Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio.

Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investor’s transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days. Additionally, under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.

As a wholly owned subsidiary, the Fund may experience large redemptions or investments due to transactions in its shares by Vanguard Real Estate Index Fund. While it is impossible to predict the overall effect of these transactions over time, there could

13


 

be an adverse impact on the Fund’s performance. In the event of such redemptions or investments, the Fund could be required to sell securities or to invest cash at a time when it may not otherwise desire to do so. Such transactions may increase the Fund’s brokerage and/or other transaction costs and affect the liquidity of the Fund’s portfolio. In addition, when a large shareholder owns a substantial portion of a fund’s shares, a large redemption by such an investor could cause actual expenses to increase or could result in the fund’s current expenses being allocated over a smaller asset base, leading to an increase in the fund’s expense ratio. Finally, such a redemption may cause a fund to incur higher transaction costs, lead to the realization of taxable capital gains, or cause the remaining shareholders to receive distributions representing a disproportionate share of the fund’s ordinary income and long-term capital gains.

Temporary Investment Measures

The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Fund‘s best interest, so long as the strategy or policy employed is consistent with the Fund‘s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund‘s objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.

Frequent Trading or Market-Timing

Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.

Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because

14


 

frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:

• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.

• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.

• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.

See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.

Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.

Do not invest with Vanguard if you are a market-timer.

Turnover Rate

Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests or to changes in the composition of its target index. The Financial Highlights section of this prospectus shows the turnover rate for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period.

15


 

Plain Talk About Turnover Rate
 
Before investing in a mutual fund, you should review its turnover rate. This rate
gives an indication of how transaction costs, which are not included in the fund’s
expense ratio, could affect the fund’s future returns. In general, the greater the
volume of buying and selling by the fund, the greater the impact that brokerage
commissions and other transaction costs will have on its return. Also, funds with
high turnover rates may be more likely to generate capital gains, including short-
term capital gains, that must be distributed to shareholders and will be taxable to
shareholders investing through a taxable account.

 

The Fund and Vanguard

The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.

Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.

Plain Talk About Vanguard’s Unique Corporate Structure
 
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by management companies that may be
owned by one person, by a private group of individuals, or by public investors
who own the management company’s stock. The management fees charged by
these companies include a profit component over and above the companies’ cost
of providing services. By contrast, Vanguard provides services to its member
funds on an at-cost basis, with no profit component, which helps to keep the
funds’ expenses low.

 

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Investment Advisor

The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Equity Index Group. As of January 31, 2018, Vanguard served as advisor for approximately $4.1 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.

For the fiscal year ended January 31, 2018, the advisory expenses represented an effective annual rate of less than 0.01% of the Fund’s average net assets.

Under the terms of an SEC exemption, the Fund‘s board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund‘s sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.

For a discussion of why the board of trustees approved the Fund’s investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended January 31.

The managers primarily responsible for the day-to-day management of the Fund are:

Walter Nejman, Portfolio Manager at Vanguard. He has been with Vanguard since 2005, has worked in investment management since 2008, and has co-managed the Fund since its inception in 2017. Education: B.A., Arcadia University; M.B.A., Villanova University.

Gerard C. O’Reilly, Principal of Vanguard. He has been with Vanguard since 1992, has managed investment portfolios since 1994, and has co-managed the Fund since its inception in 2017. Education: B.S., Villanova University.

The Statement of Additional Information provides information about each portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.

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Dividends, Capital Gains, and Taxes

Fund Distributions

Each March, June, September, and December, the Fund pays out to shareholders virtually all of the distributions it receives from its investments, less expenses. Distributions may include income, return of capital, and capital gains. The Fund may also realize capital gains on the sale of its investments. Distributions of these gains, if any, are included in the December distribution. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains or return of capital in cash, or you can have them automatically reinvested in more shares of the Fund.

Plain Talk About Distributions
 
As a shareholder, you are entitled to your portion of a fund’s income from interest
and dividends as well as capital gains from the fund’s sale of investments.
Income consists of both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them.

 

Plain Talk About Return of Capital
 
The Internal Revenue Code requires a REIT to distribute at least 90% of its
taxable income to investors. In many cases, however, because of “noncash”
expenses such as property depreciation, an equity REIT’s cash flow will exceed
its taxable income. The REIT may distribute this excess cash to investors. Such a
distribution is classified as a return of capital.

 

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Basic Tax Points

Vanguard (or your intermediary) expects to send you a statement each February showing the tax status of all of your distributions. (Other Vanguard funds mail their tax statements in January; the Fund mails its statements later because REITs do not provide information on the taxability of their distributions until after the calendar year-end.) In addition, investors in taxable accounts should be aware of the following basic federal income tax points:

• Distributions (other than any return of capital) are taxable to you whether or not you reinvest these amounts in additional Fund shares.

• Distributions declared in December—if paid to you by the end of January—are taxable as if received in December.

• Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on “qualified dividend income,” if any, distributed by the Fund. Dividend distributions attributable to the Fund’s REIT investments are generally not eligible for qualified dividend income treatment.

• Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.

• Capital gains distributions may vary considerably from year to year as a result of the Fund‘s normal investment activities and cash flows.

• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.

• Dividend distributions attributable to the Fund’s REIT investments are generally not eligible for the corporate dividends-received deduction.

• Your cost basis in the Fund will be decreased by the amount of any return of capital that you receive. This, in turn, will affect the amount of any capital gain or loss that you realize when selling or exchanging your Fund shares.

• Return of capital distributions generally are not taxable to you until your cost basis has been reduced to zero. If your cost basis is at zero, return of capital distributions will be treated as capital gains.

Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.

Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.

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This prospectus provides general tax information only. If you are investing through a tax-advantaged account, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.

Plain Talk About Buying a Dividend
 
Unless you are a tax-exempt investor or investing through a tax-advantaged
account, you should consider avoiding a purchase of fund shares shortly before
the fund makes a distribution, because doing so can cost you money in taxes.
This is known as “buying a dividend.” For example: On December 15, you invest
$5,000, buying 250 shares for $20 each. If the fund pays a distribution of $1 per
share on December 16, its share price will drop to $19 (not counting market
change). You still have only $5,000 (250 shares x $19 = $4,750 in share value,
plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250
distribution you received—even if you reinvest it in more shares. To avoid buying
a dividend, check a fund’s distribution schedule before you invest.

 

General Information

Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:

• Provide your correct taxpayer identification number.

• Certify that the taxpayer identification number is correct.

• Confirm that you are not subject to backup withholding.

Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.

Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.

Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.

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Share Price

Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguard’s discretion), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus liabilites, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).

The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.

A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the fund’s pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the fund’s pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities.

21


 

Fair-value pricing may be used for domestic securities—for example, if (1) trading in a security is halted and does not resume before the fund’s pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.

Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.

Vanguard fund share prices are published daily on our website at vanguard.com/prices.

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Financial Highlights

The following financial highlights table is intended to help you understand the Fund’s financial performance for the period shown, and certain information reflects financial results for a single Fund share. The total return in the table represents the rate that an investor would have earned or lost during the period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.

Plain Talk About How to Read the Financial Highlights Table
 
The Fund began the fiscal year 2018, with a net asset value (share price) of
$20.00 per share. During the year, the Fund earned $0.268 per share from
investment income (interest and dividends). There was a decline of $0.834 per
share in the value of investments held or sold by the Fund, resulting in a net
decline of $0.566 per share from investment operations.
 
Shareholders received $0.255 per share in the form of dividend and capital gains
distributions. Return of capital was $0.009 per share.
 
The share price at the end of the year was $19.17, reflecting losses of $0.566 per
share and distributions of $0.264 per share. This was a decrease of $0.83 per
share (from $20.00 at the beginning of the year to $19.17 at the end of the year).
For a shareholder who reinvested the distributions in the purchase of more
shares, the total return was –2.89% for the year.
 
As of January 31, 2018, the Fund had approximately $6.1 billion in net assets. For
the year, its annualized expense ratio was 0.08% ($0.80 per $1,000 of net
assets), and its annualized net investment income amounted to 3.84% of its
average net assets. The Fund sold and replaced securities valued at 1% of its net
assets.

 

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Real Estate II Index Fund Institutional Plus Shares  
  September 26, 20171 to
For a Share Outstanding Throughout the Period January 31, 2018
Net Asset Value, Beginning of Period $20.00
Investment Operations  
Net Investment Income2 .268
Net Realized and Unrealized Gain (Loss)  
on Investments (.834)
Total from Investment Operations (.566)
Distributions  
Dividends from Net Investment Income (.225)
Distributions from Realized Capital Gains (.030)
Return of Capital (.009)
Total Distributions (.264)
Net Asset Value, End of Period $19.17
Total Return –2.89%
Ratios/Supplemental Data  
Net Assets, End of Period (Millions) $6,126
Ratio of Total Expenses to  
Average Net Assets 0.08%3
Ratio of Net Investment Income to  
Average Net Assets 3.84%3
Portfolio Turnover Rate 1%
1 Inception.  
2 Calculated based on average shares outstanding.  
3 Annualized.  

 

24


 

Investing With Vanguard

The Fund has been established by Vanguard primarily as an investment vehicle for other Vanguard funds, currently Vanguard Real Estate Index Fund, and is available on a limited basis to certain other qualified institutional investors, including certain trusts and accounts managed by Vanguard or its affiliates. The Fund is not available to other investors. Vanguard reserves the right to change the availability of the Fund at any time without prior notice to shareholders.

The minimum investment amount required to open and maintain a Fund account for Institutional Plus Shares is $100 million. The minimum investment amount required to add to an existing Fund account is generally $1. Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open or maintain a fund account or to add to an existing fund account.

Transactions will be based on the next-determined NAV of the Fund’s Institutional Plus Shares after Vanguard receives the request in good order (or, in the case of new contributions, the next-determined NAV after Vanguard receives the purchase request). If the request is received before the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time), the investor will receive that day’s NAV and trade date. Transaction requests received after that time will receive a trade date of the first business day following the date of receipt. The trade date may vary, depending on the method of payment for the transaction.

If a redemption request is received in good order, Vanguard typically expects that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction.

Frequent-Trading Limitations

Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.

For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.

These frequent-trading limitations do not apply to the following:

• Purchases of shares with reinvested dividend or capital gains distributions.

25


 

• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.

• Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.

• Redemptions of shares to pay fund or account fees.

• Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).

• Transfers and reregistrations of shares within the same fund.

• Purchases of shares by asset transfer or direct rollover.

• Conversions of shares from one share class to another in the same fund.

• Checkwriting redemptions.

• Section 529 college savings plans.

• Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)

For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:

• Purchases of shares with participant payroll or employer contributions or loan repayments.

• Purchases of shares with reinvested dividend or capital gains distributions.

• Distributions, loans, and in-service withdrawals from a plan.

• Redemptions of shares as part of a plan termination or at the direction of the plan.

• Transactions executed through the Vanguard Managed Account Program.

• Redemptions of shares to pay fund or account fees.

• Share or asset transfers or rollovers.

• Reregistrations of shares.

• Conversions of shares from one share class to another in the same fund.

• Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)

* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.

26


 

Accounts Held by Institutions (Other Than Defined Contribution Plans)

Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.

Accounts Held by Intermediaries

When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.

For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.

Portfolio Holdings

Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s portfolio holdings.

Additional Information        
 
    Newspaper Vanguard CUSIP
  Inception Date Abbreviation Fund Number Number
Real Estate II Index Fund 9/26/2017 REIIIxInsP 2023 922031695

 

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THIS FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS DIRECT OR INDIRECT INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY VANGUARD. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FUND OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FUND OR THE ISSUER OR OWNER OF THIS FUND. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THIS FUND INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE CONSIDERATION INTO WHICH THIS FUND IS REDEEMABLE. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THIS FUND IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FUND.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THE FUNDS, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

28


 

Glossary of Investment Terms

Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.

Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.

Common Stock. A security representing ownership rights in a corporation.

Cost Basis. The adjusted cost of an investment, used to determine a capital gain or loss for tax purposes.

Distributions. Payments to mutual fund shareholders of dividend income, capital gains, and return of capital generated by the fund’s investment activities and distribution policies, after expenses.

Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.

Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.

Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.

Indexing. A low-cost investment strategy in which a mutual fund attempts to track—rather than outperform—a specified market benchmark, or “index.”

Joint Committed Credit Facility. The Fund may participate, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the fund’s board of trustees and renegotiation with the lender syndicate on an annual basis.

Liquidity. The degree of a security’s marketability (i.e., how quickly the security can be sold at a fair price and converted to cash).

29


 

Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.

Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.

New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.

Return of Capital. A return of all or part of your original investment in a fund. In general, return of capital reduces your cost basis in a fund’s shares and is not taxable to you until your cost basis has been reduced to zero.

Securities. Stocks, bonds, money market instruments, and other investments.

Total Return. A percentage change, over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.

Tracking Error. A measure of the difference between the performance of a fund or portfolio and that of its benchmark index.

Volatility. The fluctuations in value of a mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.

Wholly Owned Subsidiary. A company of which 95% or more of the outstanding voting securities are owned by another company, as defined by the Investment Company Act of 1940.

Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investment’s price.

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Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900

Connect with Vanguard® > vanguard.com

For More Information

If you would like more information about Vanguard Real Estate II Index Fund, the following documents are available free upon request:

Annual/Semiannual Reports to Shareholders

Additional information about the Fund’s investments will be available in the Fund’s annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI)

The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.

To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:

If you are an individual investor:

The Vanguard Group

Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900

Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273

If you are a client of Vanguard’s Institutional Division:

The Vanguard Group

Institutional Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 888-809-8102; Text telephone for people with hearing impairment: 800-749-7273

If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:

Client Services Department

Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273

Information Provided by the Securities and Exchange Commission (SEC)

You can review and copy information about the Fund (including the SAI) at the SEC’s Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.

Fund’s Investment Company Act file number: 811-02368

© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.

I 2023 052018


PART B

VANGUARD® FIXED INCOME SECURITIES FUNDS

STATEMENT OF ADDITIONAL INFORMATION

May 24, 2018

This Statement of Additional Information is not a prospectus but should be read in conjunction with a Fund’s current prospectus (dated May 24, 2018). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Fund’s financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).

Phone: Investor Information Department at 800-662-7447 Online: vanguard.com

TABLE OF CONTENTS
Description of the Trust B-1
Fundamental Policies B-4
Investment Strategies, Risks, and Nonfundamental Policies B-5
Share Price B-34
Purchase and Redemption of Shares B-35
Management of the Funds B-36
Investment Advisory and Other Services B-53
Portfolio Transactions B-60
Proxy Voting Guidelines B-63
Financial Statements B-69
Description of Bond Ratings B-69

 

DESCRIPTION OF THE TRUST

Vanguard Fixed Income Securities Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):

  Share Classes1    
        Institutional
Fund2 Investor Admiral Institutional Plus
Vanguard Ultra-Short-Term Bond Fund VUBFX VUSFX
Vanguard Short-Term Treasury Fund VFISX VFIRX
Vanguard Short-Term Federal Fund VSGBX VSGDX
Vanguard Short-Term Investment-Grade Fund VFSTX VFSUX VFSIX
Vanguard Intermediate-Term Treasury Fund VFITX VFIUX
Vanguard Intermediate-Term Investment-Grade Fund VFICX VFIDX
Vanguard GNMA Fund VFIIX VFIJX
Vanguard Long-Term Treasury Fund VUSTX VUSUX
Vanguard Long-Term Investment-Grade Fund VWESX VWETX
Vanguard High-Yield Corporate Fund VWEHX VWEAX
Vanguard Real Estate II Index Fund3 VRTPX
1 Individually, a class; collectively, the classes.        
2 Individually, a Fund; collectively, the Funds.        
3 Formerly known as Vanguard REIT II Index Fund.        

 

The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and fractional shares that may be issued for a single fund or class of shares.

B-1


 

Organization

The Trust was organized as Westminster Fixed Income Securities Fund, Inc., a Maryland corporation, in 1972. It was reorganized as a Pennsylvania business trust in 1984 and was subsequently reorganized as a Maryland corporation in 1985. It was finally reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard Fixed Income Securities Fund, Inc. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust, other than Vanguard Real Estate II Index Fund, are classified as diversified within the meaning of the 1940 Act. Vanguard Real Estate II Index Fund is classified as nondiversified within the meaning of the 1940 Act.

Service Providers

Custodians. The Bank of New York Mellon, 225 Liberty Street, New York, NY 10286 (for Vanguard Short-Term Treasury, Short-Term Federal, Intermediate-Term Treasury, and Long-Term Treasury Funds), JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179 (for Vanguard GNMA and Real Estate II Index Funds), and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 (for Vanguard High-Yield Corporate, Long-Term Investment-Grade, Ultra-Short-Term Bond, Short-Term Investment-Grade, and Intermediate-Term Investment-Grade Funds) serve as the Funds’ custodians. The custodians are responsible for maintaining the Funds’ assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign subcustodians or foreign securities depositories.

Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds‘ independent registered public accounting firm. The independent registered public accounting firm audits the Funds‘ annual financial statements and provides other related services.

Transfer and Dividend-Paying Agent. The Funds‘ transfer agent and dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.

Characteristics of the Funds‘ Shares

Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or dispose of a Fund’s shares, other than those described in the Fund’s current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.

Shareholder Liability. The Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. This means that a shareholder of a Fund generally will not be personally liable for payment of the Fund’s debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.

Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Fund’s board of trustees.

Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of a Fund’s net assets, to change any fundamental policy of a Fund (please see Fundamental

B-2


 

Policies), and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional vote for each fractional dollar of net asset value owned on the record date. However, only the shares of the Fund or class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote by the shareholders.

Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Fund’s net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a pro rata share of the Fund’s net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.

Preemptive Rights. There are no preemptive rights associated with the Funds‘ shares.

Conversion Rights. Fund shareholders may convert their shares into another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Fund’s current prospectus. There are no conversion rights associated with Vanguard Real Estate II Index Fund.

Redemption Provisions. Each Fund’s redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.

Sinking Fund Provisions. The Funds have no sinking fund provisions.

Calls or Assessment. Each Fund’s shares, when issued, are fully paid and non-assessable.

Tax Status of the Funds

Each Fund expects to qualify each year for treatment as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, each Fund must comply with certain requirements relating to the source of its income and the diversification of its assets. If a Fund fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, and/or disposing of certain assets. If the Fund is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.

Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding Real Estate Investment Trusts (REITs)) and certain foreign corporations generally may be eligible to be reported by the Fund, and treated by individual shareholders, as “qualified dividend income” taxed at long-term capital gain rates instead of at higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible for such treatment. Because dividends from REITs are generally not eligible for qualified dividend treatment, the Real Estate II Index Fund’s dividend distributions attributable to its REIT investments are generally not expected to be eligible for that treatment. Capital gains distributed by the Funds, including those received from or in respect of its REIT investments, are also not eligible for treatment as qualified dividend income.

Under recent tax legislation, individuals (and certain other noncorporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Currently, there is not a regulatory mechanism for regulated investment companies to pass through the 20% deduction to shareholders. As a result, in comparison, investors investing directly in REITs or publicly traded partnerships would generally be eligible for the 20% deduction for such taxable income from these investments while investors investing in REITs or publicly traded partnerships indirectly through a Fund would not be eligible for the 20% deduction for their share of such taxable income.

Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding REITs) may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Because dividends from REITs are not eligible for the dividends-received

B-3


 

deduction, the Real Estate II Index Fund’s dividend distributions attributable to its REIT investments are not generally expected to be eligible for the deduction. Capital gains distributed by the Funds are also not eligible for the dividends-received deduction.

Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.

FUNDAMENTAL POLICIES

Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Fund’s shares. For these purposes, a “majority” of shares means shares representing the lesser of (1) 67% or more of the Fund’s net assets voted, so long as shares representing more than 50% of the Fund’s net assets are present or represented by proxy or (2) more than 50% of the Fund’s net assets.

Borrowing. Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Commodities. Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Diversification. For Vanguard Ultra-Short-Term Bond Fund: The Fund may not change its classification as a “management company”, or its subclassifications as an “open-end company” and as a “diversified company”, as each such term is defined in the 1940 Act.

With respect to 75% of its total assets, each Fund (other than Vanguard Real Estate II Index Fund) may not (1) purchase more than 10% of the outstanding voting securities of any one issuer or (2) purchase securities of any issuer if, as a result, more than 5% of the Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.

Industry Concentration. Each Fund (other than Vanguard Real Estate II Index Fund) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry. Vanguard Real Estate II Index Fund will concentrate its investments in the securities of issuers whose principal business activities are in the same industry.

Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.

Senior Securities. Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.

Underwriting. Each Fund may not act as an underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.

Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.

B-4


 

None of these policies prevents the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguard’s costs or other financial requirements. See Management of the Funds for more information.

INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES

Some of the investment strategies and policies described on the following pages and in each Fund’s prospectus set forth percentage limitations on a Fund’s investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund’s investment strategies and policies.

The following investment strategies, risks, and policies supplement each Fund’s investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.

Asset-Backed Securities. Asset-backed securities represent a participation in, or are secured by and payable from, pools of underlying assets such as debt securities, bank loans, motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements, and other categories of receivables. These underlying assets are securitized through the use of trusts and special purpose entities. Payment of interest and repayment of principal on asset-backed securities may be largely dependent upon the cash flows generated by the underlying assets backing the securities and, in certain cases, may be supported by letters of credit, surety bonds, or other credit enhancements. The rate of principal payments on asset-backed securities is related to the rate of principal payments, including prepayments, on the underlying assets. The credit quality of asset-backed securities depends primarily on the quality of the underlying assets, the level of credit support, if any, provided for the securities, and the credit quality of the credit-support provider, if any. The value of asset-backed securities may be affected by the various factors described above and other factors, such as changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the underlying assets, or the entities providing the credit enhancement.

Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate, as a result of the pass-through of prepayments of principal on the underlying assets. Prepayments of principal by borrowers or foreclosure or other enforcement action by creditors shortens the term of the underlying assets. The occurrence of prepayments is a function of several factors, such as the level of interest rates, the general economic conditions, the location and age of the underlying obligations, and other social and demographic conditions. A fund’s ability to maintain positions in asset-backed securities is affected by the reductions in the principal amount of the underlying assets because of prepayments. A fund’s ability to reinvest prepayments of principal (as well as interest and other distributions and sale proceeds) at a comparable yield is subject to generally prevailing interest rates at that time. The value of asset-backed securities varies with changes in market interest rates generally and the differentials in yields among various kinds of U.S. government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of the underlying securities. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such assets. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which the assets were previously invested. Therefore, asset-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.

Because asset-backed securities generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage, asset-backed securities present certain additional risks that are not present with mortgage-backed securities. For example, revolving credit receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to set off certain amounts owed, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than by real property. Most issuers of automobile receivables permit loan servicers to retain possession of the underlying assets. If the servicer of a pool of underlying assets sells them to another party, there is the risk that the purchaser could acquire an interest superior to that of holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issue of asset-backed securities and technical requirements

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under state law, the trustee for the holders of the automobile receivables may not have a proper security interest in the automobiles. Therefore, there is the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. Asset-backed securities have been, and may continue to be, subject to greater liquidity risks because of the deterioration of worldwide economic and liquidity conditions that became acute in 2008. In addition, government actions and proposals that affect the terms of underlying home and consumer loans, thereby changing demand for products financed by those loans, as well as the inability of borrowers to refinance existing loans, have had and may continue to have a negative effect on the valuation and liquidity of asset-backed securities.

Borrowing. A fund’s ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the fund’s total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.

Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales “against-the-box”); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the fund’s potential economic exposure under the borrowing transaction; or otherwise “covers” the transaction in accordance with applicable SEC guidance (collectively, “covers” the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.

Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.

Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporation’s capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.

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The market value of a convertible security is a function of its “investment value” and its “conversion value.” A security’s “investment value” represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuer’s capital structure. A security’s “conversion value” is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible security’s price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive to changes in share price as its underlying equity security. Convertible securities are often rated below investment-grade or are not rated, and they are generally subject to a high degree of credit risk.

Although all markets are prone to change over time, the generally high rate at which convertible securities are retired (through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced with newly issued convertible securities may cause the convertible securities market to change more rapidly than other markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those associated with traditional convertible securities. A convertible security may be subject to redemption at the option of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security, convert it into the underlying common stock, or sell the security to a third party.

Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a fund’s third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a fund’s shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.

Debt Securities. A debt security, sometimes called a fixed income security, consists of a certificate or other evidence of a debt (secured or unsecured) on which the issuing company or governmental body promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time and to repay the debt on the specified maturity date. Some debt securities, such as zero-coupon bonds, do not make regular interest payments but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations, including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities, and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk,

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call risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws may result in the issuer’s debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.

Debt Securities—Bank Obligations. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest rate. Certificates of deposit are negotiable short-term obligations of commercial banks. Variable rate certificates of deposit have an interest rate that is periodically adjusted prior to their stated maturity based upon a specified market rate. As a result of these adjustments, the interest rate on these obligations may be increased or decreased periodically. Frequently, dealers selling variable rate certificates of deposit to a fund will agree to repurchase such instruments, at the fund’s option, at par on or near the coupon dates. The dealers’ obligations to repurchase these instruments are subject to conditions imposed by various dealers; such conditions typically are the continued credit standing of the issuer and the existence of reasonably orderly market conditions. A fund is also able to sell variable rate certificates of deposit on the secondary market. Variable rate certificates of deposit normally carry a higher interest rate than comparable fixed-rate certificates of deposit. A banker’s acceptance is a time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer, or storage of goods). The borrower is liable for payment, as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of 6 months or less and are traded in the secondary markets prior to maturity.

Debt Securities—Commercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. It is usually sold on a discount basis and has a maturity at the time of issuance not exceeding 9 months. High-quality commercial paper typically has the following characteristics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-term senior debt is also high credit quality; (3) the issuer has access to at least two additional channels of borrowing; (4) basic earnings and cash flow have an upward trend with allowance made for unusual circumstances; (5) typically, the issuer’s industry is well established and the issuer has a strong position within the industry; and (6) the reliability and quality of management are unquestioned. In assessing the credit quality of commercial paper issuers, the following factors may be considered: (1) evaluation of the management of the issuer, (2) economic evaluation of the issuer’s industry or industries and the appraisal of speculative-type risks that may be inherent in certain areas, (3) evaluation of the issuer’s products in relation to competition and customer acceptance, (4) liquidity, (5) amount and quality of long-term debt, (6) trend of earnings over a period of ten years, (7) financial strength of a parent company and the relationships that exist with the issuer, and (8) recognition by the management of obligations that may be present or may arise as a result of public-interest questions and preparations to meet such obligations. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than longer-term fixed income securities because interest rate risk typically increases as maturity lengths increase. Additionally, an issuer may expect to repay commercial paper obligations at maturity from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper payment obligations, also known as rollover risk. Commercial paper may suffer from reduced liquidity due to certain circumstances, in particular, during stressed markets. In addition, as with all fixed income securities, an issuer may default on its commercial paper obligation.

Variable-amount master-demand notes are demand obligations that permit the investment of fluctuating amounts at varying market rates of interest pursuant to an arrangement between the issuer and a commercial bank acting as agent for the payees of such notes, whereby both parties have the right to vary the amount of the outstanding indebtedness on the notes. Because variable-amount master-demand notes are direct lending arrangements between a lender and a borrower, it is not generally contemplated that such instruments will be traded, and there is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time. In connection with a fund’s investment in variable-amount master-demand notes, Vanguard’s investment management staff will monitor, on an ongoing basis, the earning power, cash flow, and other liquidity ratios of the issuer, along with the borrower’s ability to pay principal and interest on demand.

Debt Securities—Inflation-Indexed Securities. Inflation-indexed securities are debt securities, the principal value of which is periodically adjusted to reflect the rate of inflation as indicated by the Consumer Price Index (CPI). Inflation-indexed securities may be issued by the U.S. government, by agencies and instrumentalities of the U.S. government,

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and by corporations. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon payment.

The periodic adjustment of U.S. inflation-indexed securities is tied to the CPI, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation, and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will correlate to the rate of inflation in the United States.

Inflation—a general rise in prices of goods and services—erodes the purchasing power of an investor’s portfolio. For example, if an investment provides a “nominal” total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Inflation, as measured by the CPI, has generally occurred during the past 50 years, so investors should be conscious of both the nominal and real returns of their investments. Investors in inflation-indexed securities funds who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a fund’s income distributions. Although inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise because of reasons other than inflation (e.g., changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.

Coupon payments that a fund receives from inflation-indexed securities are included in the fund’s gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by Internal Revenue Service (IRS) regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested shares (which, like principal adjustments, are taxable to shareholders). It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.

Debt Securities—Non-Investment-Grade Securities. Non-investment-grade securities, also referred to as “high-yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (e.g., lower than Baa3/P-2 by Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s Financial Services LLC (Standard & Poor’s)) or, if unrated, are determined to be of comparable quality by the fund’s advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.

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Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a fund’s advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.

Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk-bond status because of financial difficulties experienced by their issuers.

The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.

The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a fund’s advisor to sell a high-yield security or the price at which a fund’s advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.

Except as otherwise provided in a fund’s prospectus, if a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.

Debt Securities—Structured and Indexed Securities. Structured securities (also called “structured notes”) and indexed securities are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities. The value of the principal of and/or interest on structured and indexed securities is determined by reference to changes in the value of a specific asset, reference rate, or index (the reference) or the relative change in two or more references. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased, depending upon changes in the applicable reference. The terms of the structured and indexed securities may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities, which could lead to an overvaluation or an undervaluation of the securities.

Debt Securities—U.S. Government Securities. The term “U.S. government securities” refers to a variety of debt securities that are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or by various instrumentalities that have been established or sponsored by the U.S. government. The term also refers to repurchase agreements collateralized by such securities.

U.S. Treasury securities are backed by the full faith and credit of the U.S. government, meaning that the U.S. government is required to repay the principal in the event of default. Other types of securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government. The U.S. government, however, does not guarantee the market price of any U.S. government securities. In the case of securities not backed by the full faith and credit of the U.S. government, the

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investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment.

Some of the U.S. government agencies that issue or guarantee securities include the Government National Mortgage Association, the Export-Import Bank of the United States, the Federal Housing Administration, the Maritime Administration, the Small Business Administration, and the Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, the Federal Deposit Insurance Corporation, the Federal Home Loan Banks, and the Federal National Mortgage Association.

Debt Securities—Variable and Floating Rate Securities. Variable and floating rate securities are debt securities that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuer’s credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction-rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities. The greater liquidity risk may exist, for example, because of the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuer’s declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value, and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or the date of maturity. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.

Debt Securities—Zero-Coupon and Pay-in-Kind Securities. Zero-coupon and pay-in-kind securities are debt securities that do not make regular cash interest payments. Zero-coupon securities generally do not pay interest. Zero-coupon Treasury bonds are U.S. Treasury notes and bonds that have been stripped of their unmatured interest coupons, or the coupons themselves, and also receipts or certificates representing an interest in such stripped debt obligations and coupons. The timely payment of coupon interest and principal on these instruments remains guaranteed by the full faith and credit of the U.S. government. Pay-in-kind securities pay interest through the issuance of additional securities. These securities are generally issued at a discount to their principal or maturity value. Because such securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. While these securities do not pay current cash income, federal income tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the original issue discount and other noncash income on such securities accrued during that year. Each fund that holds such securities intends to pass along such interest as a component of the fund’s distributions of net investment income. It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.

Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a “depository.” Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a holder’s rights and obligations and the practices of market participants.

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A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.

Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.

For purposes of a fund’s investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign issuers.

Derivatives. A derivative is a financial instrument that has a value based on—or “derived from”—the values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.

Derivatives may be used for a variety of purposes, including—but not limited to—hedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no assurance that any derivatives strategy used by a fund’s advisor will succeed. The other parties to the funds’ OTC Derivatives contracts (usually referred to as “counterparties”) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds’ advisors, however, will monitor and adjust, as appropriate, the funds’ credit risk exposure to OTC Derivative counterparties.

Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.

When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared

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Derivative over a fixed period. If the value of the fund’s Cleared Derivatives declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s Cleared Derivatives increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis.

For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.

Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.

Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.

Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). Typically, a fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.

An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF’s shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; and (3) trading of an ETF’s shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETF’s shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchange’s officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.

Most ETFs are investment companies. Therefore, a fund’s purchases of ETF shares generally are subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described under the heading “Other Investment Companies.”

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Foreign Securities. Typically, foreign securities are considered to be equity or debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Securities issued by certain companies organized outside the United States may not be deemed to be foreign securities if the company’s principal operations are conducted from the United States or when the company’s equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities. Direct investments in foreign securities may be made either on foreign securities exchanges or in the over-the-counter (OTC) markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.

Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a fund’s trade details could be incorrectly or fraudulently entered at the time of a transaction. Securities of foreign issuers are generally more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected through structures that may be complex or confusing. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries. Additionally, economic or other sanctions imposed on the United States by a foreign country, or imposed on a foreign country or issuer by the United States, could impair a fund’s ability to buy, sell, hold, receive, deliver, or otherwise transact in certain investment securities. Sanctions could also affect the value and/or liquidity of a foreign security.

Although an advisor will endeavor to achieve the most favorable execution costs for a fund’s portfolio transactions in foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities. Additionally, bankruptcy laws vary by jurisdiction and cash deposits may be subject to a custodian’s creditors. Certain foreign governments levy withholding or other taxes against dividend and interest income from, capital gains on the sale of, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.

The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading “Foreign Securities—Foreign Currency Transactions,” a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred from converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulations, currency devaluations, and political and economic developments.

Foreign Securities—Emerging Market Risk. Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and it imposes risks greater than, or in addition to, risks of investing in more developed foreign countries. These risks include, but are not limited to, the following: nationalization or expropriation of assets or confiscatory taxation; currency devaluations and other currency exchange rate fluctuations; greater social, economic, and political uncertainty and instability (including amplified risk of war and terrorism); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets and possible arbitrary and unpredictable enforcement of securities regulations and other laws; controls on foreign investment and limitations on repatriation of invested capital and on the fund’s ability to exchange local currencies for U.S. dollars; unavailability of currency-hedging techniques in certain emerging market countries; generally smaller, less seasoned, or newly organized companies; differences in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers; difficulty in

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obtaining and/or enforcing a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a fund’s income from investments in securities or debt instruments of emerging market country issuers.

Foreign Securities—Foreign Currency Transactions. The value in U.S. dollars of a fund’s non-dollar-denominated foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the fund may incur costs in connection with conversions between various currencies. To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions in connection with its investments in foreign securities. A fund will enter into foreign currency transactions only to attempt to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.

Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.

Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.

A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and “cross-hedge” transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably believes generally tracks the currency being hedged with regard to price movements). The advisor may select the tracking (or substitute) currency rather than the currency in which the security is denominated for various reasons, including in order to take advantage of pricing or other opportunities presented by the tracking currency or to take advantage of a more liquid or more efficient market for the tracking currency. Such cross-hedges are expected to help protect a fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.

A fund may hold a portion of its assets in bank deposits denominated in foreign currencies so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these assets are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.

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The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a forward currency contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its advisor’s predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks and may leave a fund in a less advantageous position than if such a hedge had not been established. Because forward currency contracts are privately negotiated transactions, there can be no assurance that a fund will have flexibility to roll over a forward currency contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder.

Foreign Securities—Foreign Investment Companies. Some of the countries in which a fund may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such countries may be permitted only through foreign government-approved or authorized investment vehicles, which may include other investment companies. Such investments may be made through registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or expenses and may also be subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described under the heading “Other Investment Companies.

Foreign Securities—Russian Market Risk. There are significant risks inherent in investing in Russian securities. The underdeveloped state of Russia’s banking system subjects the settlement, clearing, and registration of securities transactions to significant risks. In March of 2013, the National Settlement Depository (NSD) began acting as a central depository for the majority of Russian equity securities; the NSD is now recognized as the Central Securities Depository in Russia.

For Russian issuers with fewer than 50 shareholders, ownership records are maintained only by registrars who are under contract with the issuers and are currently not settled with the NSD. Although a Russian subcustodian will maintain copies of the registrar’s records (Share Extracts) on its premises, such Share Extracts are not recorded with the NSD and may not be legally sufficient to establish ownership of securities. The registrars may not be independent from the issuer, are not necessarily subject to effective state supervision, and may not be licensed with any governmental entity. A fund will endeavor to ensure by itself or through a custodian or other agent that the fund’s interest continues to be appropriately recorded for Russian issuers with fewer than 50 shareholders by inspecting the share register and by obtaining extracts of share registers through regular confirmations. However, these extracts have no legal enforceability, and the possibility exists that a subsequent illegal amendment or other fraudulent act may deprive the fund of its ownership rights or may improperly dilute its interest. In addition, although applicable Russian regulations impose liability on registrars for losses resulting from their errors, a fund may find it difficult to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.

Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be “long” the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be “short” the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are “offset” before the settlement date through the establishment of an opposite and equal futures position.

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The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit “initial margin” with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the fund’s position declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s position increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the “exercise” or “strike” price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.

A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to each Fund under the CEA. A Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.

Vanguard Real Estate II Index Fund’s obligations under futures contracts will not exceed 20% of its total assets.

Futures Contracts and Options on Futures Contracts—Risks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.

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A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment. U.S. Treasury futures are generally not subject to such daily limits.

A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.

A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the fund.

Hybrid Instruments. A hybrid instrument, or hybrid, is an interest in an issuer that combines the characteristics of an equity security, a debt security, a commodity, and/or a derivative. A hybrid may have characteristics that, on the whole, more strongly suggest the existence of a bond, stock, or other traditional investment, but a hybrid may also have prominent features that are normally associated with a different type of investment. Moreover, hybrid instruments may be treated as a particular type of investment for one regulatory purpose (such as taxation) and may be simultaneously treated as a different type of investment for a different regulatory purpose (such as securities or commodity regulation). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return, duration management, and currency hedging. Because hybrids combine features of two or more traditional investments and may involve the use of innovative structures, hybrids present risks that may be similar to, different from, or greater than those associated with traditional investments with similar characteristics.

Examples of hybrid instruments include convertible securities, which combine the investment characteristics of bonds and common stocks; perpetual bonds, which are structured like fixed income securities, have no maturity date, and may be characterized as debt or equity for certain regulatory purposes; contingent convertible securities, which are fixed income securities that, under certain circumstances, either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage if the issuer’s capital ratio falls below a predetermined trigger level; and trust-preferred securities, which are preferred stocks of a special-purpose trust that holds subordinated debt of the corporate parent. Another example of a hybrid is a commodity-linked bond, such as a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid would be a combination of a bond and a call option on oil.

In the case of hybrids that are structured like fixed income securities (such as structured notes), the principal amount or the interest rate is generally tied (positively or negatively) to the price of some commodity, currency, securities index, interest rate, or other economic factor (each, a benchmark). For some hybrids, the principal amount payable at maturity or the interest rate may be increased or decreased, depending on changes in the value of the benchmark. Other hybrids do not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark, thus magnifying movements within the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant

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market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond with a fixed principal amount that pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. Depending on the level of a fund’s investment in hybrids, these risks may cause significant fluctuations in the fund’s net asset value. Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the needs of an issuer or, sometimes, the portfolio needs of a particular investor, and therefore the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities.

Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the funds’ investments in these products may be subject to the limitations described under the heading “Other Investment Companies.”

Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguard’s interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to exceed 15% of its net assets at the time of the loan, and (3) a fund’s interfund loans to any one fund shall not exceed 5% of the lending fund’s net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.

Investing for Control. Vanguard Real Estate II Index Fund invests in securities and other instruments for the sole purpose of achieving a specific investment objective. As such, it does not seek to acquire, individually or collectively with any other Vanguard fund, enough of a company’s outstanding voting stock to have control over management decisions. Vanguard funds do not invest for the purpose of controlling a company’s management.

Loan Interests and Direct Debt Instruments. Loan interests and direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations); to suppliers of goods or services (in the case of trade claims or other receivables); or to other parties. These investments involve a risk of loss in case of the default, the insolvency, or the bankruptcy of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a purchaser supply additional cash to a borrower on demand.

Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. Direct debt instruments may not be rated by a rating agency. If scheduled interest or principal payments are not made, or are not made in a timely manner, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than unsecured loans in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower’s obligation or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or they may pay only a small fraction of the amount owed. Direct indebtedness of developing countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.

Corporate loans and other forms of direct corporate indebtedness in which a fund may invest generally are made to finance internal growth, mergers, acquisitions, stock repurchases, refinancing of existing debt, leveraged buyouts, and other corporate activities. A significant portion of the corporate indebtedness purchased by a fund may represent interests in loans or debt made to finance highly leveraged corporate acquisitions (known as “leveraged buyout” transactions), leveraged recapitalization loans, and other types of acquisition financing. Another portion may also represent loans incurred in restructuring or “work-out” scenarios, including super-priority debtor-in-possession facilities in bankruptcy and acquisition of assets out of bankruptcy. Loans in restructuring or work-out scenarios may be especially vulnerable to the inherent uncertainties in restructuring processes. In addition, the highly leveraged capital structure of the borrowers in any such transactions, whether in acquisition financing or restructuring, may make such loans especially vulnerable to adverse or unusual economic or market conditions.

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Loans and other forms of direct indebtedness generally are subject to restrictions on transfer, and only limited opportunities may exist to sell them in secondary markets. As a result, a fund may be unable to sell loans and other forms of direct indebtedness at a time when it may otherwise be desirable to do so or may be able to sell them only at a price that is less than their fair value.

Investments in loans through direct assignment of a financial institution’s interests with respect to a loan may involve additional risks. For example, if a loan is foreclosed, the purchaser could become part owner of any collateral and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is at least conceivable that, under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower under the terms of the loan or other indebtedness. If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agent’s general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal and/or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a purchaser to increase its investment in a borrower when it would not otherwise have done so, even if the borrower’s condition makes it unlikely that the amount will ever be repaid.

A fund’s investment policies will govern the amount of total assets that it may invest in any one issuer or in issuers within the same industry. For purposes of these limitations, a fund generally will treat the borrower as the “issuer” of indebtedness held by the fund. In the case of loan participations in which a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require the fund, in some circumstances, to treat both the lending bank or other lending institution and the borrower as “issuers” for purposes of the fund’s investment policies. Treating a financial intermediary as an issuer of indebtedness may restrict a fund’s ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.

Mortgage-Backed Securities. Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans and may be based on different types of mortgages, including those on residential properties or commercial real estate. Mortgage-backed securities include various types of securities, such as government stripped mortgage-backed securities, adjustable rate mortgage-backed securities, and collateralized mortgage obligations.

Generally, mortgage-backed securities represent partial interests in pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the Government National Mortgage Association (GNMA); by government-related organizations, such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC); and by private issuers, such as commercial banks, savings and loan institutions, and mortgage bankers. The average maturity of pass-through pools of mortgage-backed securities in which a fund may invest varies with the maturities of the underlying mortgage instruments. In addition, a pool’s average maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, the general economic and social conditions, the location of the mortgaged property, and the age of the mortgage. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool cannot be predicted accurately.

Mortgage-backed securities may be classified as private, government, or government-related, depending on the issuer or guarantor. Private mortgage-backed securities represent interest in pass-through pools consisting principally of conventional residential or commercial mortgage loans created by nongovernment issuers, such as commercial banks, savings and loan associations, and private mortgage insurance companies. Private mortgage-backed securities may not be readily marketable. In addition, mortgage-backed securities have been subject to greater liquidity risk because of the deterioration of worldwide economic and liquidity conditions that became especially severe in 2008. U.S. government mortgage-backed securities are backed by the full faith and credit of the U.S. government. GNMA, the principal U.S. guarantor of these securities, is a wholly owned U.S. government corporation within the Department of Housing and

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Urban Development. Government-related mortgage-backed securities are not backed by the full faith and credit of the U.S. government. Issuers include FNMA and FHLMC, which are congressionally chartered corporations. In September 2008, the U.S. Treasury placed FNMA and FHLMC under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury entered into purchase agreements with FNMA and FHLMC to provide them with capital in exchange for senior preferred stock. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. Participation certificates representing interests in mortgages from FHLMC’s national portfolio are guaranteed as to the timely payment of interest and principal by FHLMC. Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments (i.e., mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary).

Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. A fund’s ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. A fund’s ability to reinvest prepayments of principal at comparable yield is subject to generally prevailing interest rates at that time. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of a pool of mortgages supporting a mortgage-backed security. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such a pool. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, mortgage-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.

Mortgage-Backed Securities—Adjustable Rate Mortgage-Backed Securities. Adjustable rate mortgage-backed securities (ARMBSs) have interest rates that reset at periodic intervals. Acquiring ARMBSs permits a fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSs generally have higher current yield and lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity. However, because the interest rates on ARMBSs are reset only periodically, changes in market interest rates or in the issuer’s creditworthiness may affect their value. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a fund holding an ARMBS does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like fixed income securities and less like adjustable rate securities and are thus subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.

Mortgage-Backed Securities—Collateralized Mortgage Obligations. Collateralized mortgage obligations (CMOs) are mortgage-backed securities that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO transaction are divided into groups, and each group of bonds is referred to as a “tranche.” Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under a traditional CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under a CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The “fastest-pay” tranches of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When those tranches of bonds are retired, the next tranche (or

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tranches) in the sequence, as specified in the prospectus, receives all of the principal payments until that tranche is retired. The sequential retirement of bond groups continues until the last tranche is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long-maturity, monthly pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives and risk characteristics.

In recent years, new types of CMO tranches have evolved. These include floating rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which a fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-backed securities.

CMOs may include real estate mortgage investment conduits (REMICs). REMICs, which were authorized under the Tax Reform Act of 1986, are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. A REMIC is a CMO that qualifies for special tax treatment under the IRC and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as “regular” interests, or “residual” interests. Guaranteed REMIC pass-through certificates (REMIC Certificates) issued by FNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or FNMA, FHLMC, or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest and also guarantees the payment of principal, as payments are required to be made on the underlying mortgage participation certificates. FNMA REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by FNMA.

The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (i.e., the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, the average life, and the price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.

Mortgage-Backed Securities—Hybrid ARMs. A hybrid adjustable rate mortgage (hybrid ARM) is a type of mortgage in which the interest rate is fixed for a specified period and then resets periodically, or floats, for the remaining mortgage term. Hybrid ARMs are usually referred to by their fixed and floating periods. For example, a 5/1 ARM refers to a mortgage with a 5-year fixed interest rate period, followed by a 1-year interest rate adjustment period. During the initial interest period (i.e., the initial five years for a 5/1 hybrid ARM), hybrid ARMs behave more like fixed income securities and are thus subject to the risks associated with fixed income securities. All hybrid ARMs have reset dates. A reset date is the date when a hybrid ARM changes from a fixed interest rate to a floating interest rate. At the reset date, a hybrid ARM can adjust by a maximum specified amount based on a margin over an identified index. Like ARMBSs, hybrid ARMs have periodic and lifetime limitations on the increases that can be made to the interest rates that mortgagors pay. Therefore, if during a floating rate period interest rates rise above the interest rate limits of the hybrid ARM, a fund holding the hybrid ARM does not benefit from further increases in interest rates.

Mortgage-Backed Securities—Mortgage Dollar Rolls. A mortgage dollar roll is a transaction in which a fund sells a mortgage-backed security to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a predetermined price. A mortgage-dollar-roll program may be structured to simulate an investment in mortgage-backed securities at a potentially lower cost, or with potentially reduced administrative burdens, than directly holding mortgage-backed securities. For accounting purposes, each transaction in a mortgage dollar roll is viewed as a separate purchase and sale of a mortgage-backed security. These transactions may increase a fund’s portfolio turnover rate. The fund receives cash for a mortgage-backed security in the initial transaction and enters into an agreement that requires the fund to purchase a similar mortgage-backed security in the future.

The counterparty with which a fund enters into a mortgage-dollar-roll transaction is obligated to provide the fund with similar securities to purchase as those originally sold by the fund. These securities generally must (1) be issued by the same agency and be part of the same program; (2) have similar original stated maturities; (3) have identical net coupon rates; and (4) satisfy “good delivery” requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within a certain percentage of the initial amount delivered. Mortgage dollar rolls will be used only if consistent with a fund’s investment objective and strategies and will not be used to change a fund’s risk profile.

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Mortgage-Backed Securities—Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities (SMBSs) are derivative multiclass mortgage-backed securities. SMBSs may be issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities formed or sponsored by any of the foregoing.

SMBSs are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The price and yield to maturity on an IO class are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to recoup some or all of its initial investment in these securities, even if the security is in one of the highest rating categories.

Although SMBSs are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed, and accordingly, these securities may be deemed “illiquid” and thus subject to a fund’s limitations on investment in illiquid securities.

Mortgage-Backed Securities—To Be Announced (TBA) Securities. A TBA securities transaction, which is a type of forward-commitment transaction, represents an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date, typically within 30 calendar days of the trade date. With TBA transactions, the particular securities (i.e., specified mortgage pools) to be delivered or received are not identified at the trade date; however, securities delivered to a purchaser must meet specified criteria, including face value, coupon rate, and maturity, and be within industry-accepted “good delivery” standards. The fund may sell TBA securities to hedge its portfolio positions or to dispose of mortgage-backed securities it owns under delayed-delivery arrangements. Proceeds of TBA securities sold are not received until the contractual settlement date. For TBA purchases, a fund will maintain sufficient liquid assets (e.g., cash or marketable securities) until settlement date in an amount sufficient to meet the purchase price. Unsettled TBA securities are valued by an independent pricing service based on the characteristics of the securities to be delivered or received. A risk associated with TBA transactions is that at settlement, either the buyer fails to pay the agreed price for the securities or the seller fails to deliver the agreed securities. As the value of such unsettled TBA securities is assessed on a daily basis, parties mitigate such risk by, among other things, exchanging collateral as security for performance, performing a credit analysis of the counterparty, allocating transactions among numerous counterparties, and monitoring its exposure to each counterparty.

Municipal Bonds. Municipal bonds are debt obligations issued by states, municipalities, U.S. jurisdictions or territories, and other political subdivisions and by agencies, authorities, and instrumentalities of states and multistate agencies or authorities (collectively, municipalities). Typically, the interest payable on municipal bonds is, in the opinion of bond counsel to the issuer at the time of issuance, exempt from federal income tax.

Municipal bonds include securities from a variety of sectors, each of which has unique risks, and can be divided into government bonds (i.e., bonds issued to provide funding for governmental projects, such as public roads or schools) and conduit bonds (i.e., bonds issued to provide funding for a third-party permitted to use municipal bond proceeds, such as airports or hospitals). The Funds (other than Vanguard Real Estate II Index Fund) will not concentrate in any one industry; tax-exempt securities issued by states, municipalities, and their political subdivisions are not considered to be part of an industry. However, if a municipal bond’s income is derived from a specific project, the securities will be considered to be from the industry of that project. Municipal bonds include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds, including industrial development bonds issued pursuant to federal tax law.

General obligation bonds are secured by the issuer’s pledge of its full faith, credit, and taxing power for the payment of principal and interest. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue or special tax bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other tax, but not from general tax revenues.

Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality. Under the IRC, certain limited obligation bonds are considered “private activity bonds,”

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and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. Tax-exempt private activity bonds and industrial development bonds generally are also classified as revenue bonds and thus are not payable from the issuer’s general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor). Some municipal bonds may be issued as variable or floating rate securities and may incorporate market-dependent liquidity features (see discussion of “Debt Securities—Variable and Floating Rate Securities”). A tax-exempt fund will generally invest only in securities deemed tax-exempt by a nationally recognized bond counsel, but there is no guarantee that the interest payments on municipal bonds will continue to be tax-exempt for the life of the bonds.

Some longer-term municipal bonds give the investor a “put option,” which is the right to sell the security back to the issuer at par (face value) prior to maturity, within a specified number of days following the investor’s request—usually one to seven days. This demand feature enhances a security’s liquidity by shortening its maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a fund would hold the longer-term security, which could experience substantially more volatility. Municipal bonds that are issued as variable or floating rate securities incorporating market-dependent liquidity features may have greater liquidity risk than other municipal bonds (see discussion of “Debt Securities—Variable and Floating Rate Securities”).

Some municipal bonds feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements (SBPAs). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance (which is usually purchased by the bond issuer from a private, nongovernmental insurance company) provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit quality of an insured bond reflects the higher of the credit quality of the insurer, based on its claims-paying ability, or the credit quality of the underlying bond issuer or obligor. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them are assessed as high credit quality. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.

Municipal bonds also include tender option bonds, which are municipal derivatives created by dividing the income stream provided by an underlying municipal bond to create two securities issued by a special-purpose trust, one short-term and one long-term. The interest rate on the short-term component is periodically reset. The short-term component has negligible interest rate risk, while the long-term component has all of the interest rate risk of the original bond. After income is paid on the short-term securities at current rates, the residual income goes to the long-term securities. Therefore, rising short-term interest rates result in lower income for the longer-term portion, and vice versa. The longer-term components can be very volatile and may be less liquid than other municipal bonds of comparable maturity. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities.

Municipal securities also include a variety of structures geared toward accommodating municipal-issuer short-term cash-flow requirements. These structures include, but are not limited to, general market notes, commercial paper, put bonds, and variable-rate demand obligations (VRDOs). VRDOs comprise a significant percentage of the outstanding debt in the short-term municipal market. VRDOs can be structured to provide a wide range of maturity options (1 day to over 360 days) to the underlying issuing entity and are typically issued at par. The longer the maturity option, the greater the degree of liquidity risk (the risk of not receiving an asking price of par or greater) and reinvestment risk (the risk that the proceeds from maturing bonds must be reinvested at a lower interest rate).

Although most municipal bonds are exempt from federal income tax, some are not. Taxable municipal bonds include Build America Bonds (BABs). The borrowing costs of BABs are subsidized by the federal government, but BABs are subject to state and federal income tax. BABs were created pursuant to the American Recovery and Reinvestment Act of 2009 (ARRA) to offer an alternative form of financing to state and local governments whose primary means for

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accessing the capital markets had been through the issuance of tax-exempt municipal bonds. BABs also include Recovery Zone Economic Development Bonds, which are subsidized more heavily by the federal government than other BABs and are designed to finance certain types of projects in distressed geographic areas.

Under ARRA, an issuer of a BAB is entitled to receive payments from the U.S. Treasury over the life of the BAB equal to 35% of the interest paid (or 45% of the interest paid in the case of a Recovery Zone Economic Development Bond). For example, if a state or local government were to issue a BAB at a taxable interest rate of 10% of the par value of the bond, the U.S. Treasury would make a payment directly to the issuing government of 35% of that interest (3.5% of the par value of the bond) or 45% of the interest (4.5% of the par value of the bond) in the case of a Recovery Zone Economic Development Bond. Thus, the state or local government’s net borrowing cost would be 6.5% or 5.5%, respectively, on BABs that pay 10% interest. In other cases, holders of a BAB receive a 35% or 45% tax credit, respectively. The BAB program expired on December 31, 2010. BABs outstanding prior to the expiration of the program continue to be eligible for the federal interest rate subsidy or tax credit, which continues for the life of the BABs; however, the federal interest rate subsidy or tax credit has been reduced by the government sequester. Additionally, bonds issued following expiration of the program are not eligible for federal payment or tax credit. In addition to BABs, a fund may invest in other municipal bonds that pay taxable interest.

The reorganization under the federal bankruptcy laws of an issuer of, or payment obligor with respect to, municipal bonds may result in the municipal bonds being canceled without repayment; repaid only in part; or repaid in part or whole through an exchange thereof for any combination of cash, municipal bonds, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or payment obligor or a related entity. Certain issuers are not eligible to file for bankruptcy.

Municipal Bonds—Risks. Municipal bonds are subject to credit risk. The yields of municipal bonds depend on, among other things, general money market conditions, conditions in the municipal bond market, size of a particular offering, maturity of the obligation, and credit quality of the issue. Consequently, municipal bonds with the same maturity, coupon, and credit quality may have different yields, while municipal bonds of the same maturity and coupon, but with different credit quality, may have the same yield. It is the responsibility of a fund’s investment management advisor to appraise independently the fundamental quality of bonds held by the fund. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal bonds are generally subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors.

Congress, state legislatures, or other governing authorities may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. For example, from time to time, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Also, from time to time, proposals have been introduced before state and local legislatures to restrict or eliminate the state and local income tax exemption for interest on municipal bonds. Similar proposals may be introduced in the future. If any such proposal were enacted, it might restrict or eliminate the ability of a fund to achieve its respective investment objective. In that event, the fund’s trustees and officers would reevaluate its investment objective and policies and consider recommending to its shareholders changes in such objective and policies.

There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may, from time to time, have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal, or political developments might affect all or a substantial portion of a fund’s municipal bonds in the same manner. For example, a state specific tax-exempt fund is subject to state-specific risk, which is the chance that the fund, because it invests primarily in securities issued by a particular state and its municipalities, is more vulnerable to unfavorable developments in that state than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on a state’s overall municipal market. In the event that a particular obligation held by a fund is assessed at a credit quality below the minimum investment level permitted by the investment policies of such fund, the fund’s investment advisor, pursuant to oversight from the trustees, will carefully assess the creditworthiness of the obligation to determine whether it continues to meet the policies and objective of the fund.

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Municipal bonds are subject to interest rate risk, which is the chance that bond prices will decline over short or even long periods because of rising interest rates. Interest rate risk is higher for long-term bonds, whose prices are much more sensitive to interest rate changes than are the prices of shorter-term bonds. Generally, prices of longer-maturity issues tend to fluctuate more than prices of shorter-maturity issues. Prices and yields on municipal bonds are dependent on a variety of factors, such as the financial condition of the issuer, the general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time.

Municipal bonds are subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupons or interest rates before their maturity dates. A fund would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the fund’s income. Call risk is generally high for long-term bonds. Conversely, municipal bonds are also subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bonds.

Municipal bonds may be deemed to be illiquid as determined by or in accordance with methods adopted by a fund’s board of trustees. In determining the liquidity and appropriate valuation of a municipal bond, a fund’s advisor may consider the following factors relating to the security, among others: (1) the frequency of trades and quotes; (2) the number of dealers willing to purchase or sell the security; (3) the willingness of dealers to undertake to make a market; (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer; and (5) the factors unique to a particular security, including general creditworthiness of the issuer and the likelihood that the marketability of the securities will be maintained throughout the time the security is held by the fund.

Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a “premium,” the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty, whereas for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.

The buyer (or holder) of an option is said to be “long” the option, while the seller (or writer) of an option is said to be “short” the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the “premium.” The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is “in-the-money” at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the

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300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.

A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.

Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a fund’s current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.

An OTC option on an OTC swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.

OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a fund’s limitation on investments in illiquid securities.

OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.

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Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.

The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.

The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading “Derivatives,” under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.

Other Investment Companies. A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, for funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the fund’s expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear similar expenses of the underlying investment companies. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the fund’s net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a fund’s expense ratio as “Acquired Fund Fees and Expenses.” The expense ratio of a fund that holds a BDC will thus overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a fund’s financial statements, which provide a clearer picture of a fund’s actual operating expenses. Shareholders would also be exposed to the risks associated not only with the investments of the fund but also with the portfolio investments of the underlying investment companies. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.

Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock,

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often has a stated dividend rate payable from the corporation’s earnings. Preferred stock dividends may be cumulative or noncumulative, participating, or auction rate. “Cumulative” dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuer’s common stock. “Participating” preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or debt securities because preferred stock may trade with less frequency and in more limited volume.

Real Estate Investment Trusts (REITs). An equity REIT owns real estate properties directly and generates income from rental and lease payments. Equity REITs also have the potential to generate capital gains as properties are sold at a profit. A mortgage REIT makes construction, development, and long-term mortgage loans to commercial real estate developers and earns interest income on these loans. A hybrid REIT holds both properties and mortgages. To avoid taxation at the corporate level, REITs must distribute most of their earnings to shareholders.

Investments in REITs are subject to many of the same risks as direct investments in real estate. In general, real estate values can be affected by a variety of factors, including, but not limited to, supply and demand for properties, general or local economic conditions, and the strength of specific industries that rent properties. Ultimately, a REIT’s performance depends on the types and locations of the properties it owns and on how well the REIT manages its properties. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’ failure to pay rent, regulatory limitations on rents, fluctuations in rental income, variations in market rental rates, or incompetent management. Property values could decrease because of overbuilding in the area, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses because of casualty or condemnation, increases in property taxes, or changes in zoning laws.

The value of a REIT may also be affected by changes in interest rates. Rising interest rates generally increase the cost of financing for real estate projects, which could cause the value of an equity REIT to decline. During periods of declining interest rates, mortgagors may elect to prepay mortgages held by mortgage REITs, which could lower or diminish the yield on the REIT. REITs are also subject to heavy cash-flow dependency, default by borrowers, and changes in tax and regulatory requirements. In addition, a REIT may fail to meet the requirements for qualification and taxation as a REIT under the IRC and/or fail to maintain exemption from the 1940 Act.

Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a debt security (generally a security issued by the U.S. government or an agency thereof, a banker’s acceptance, or a certificate of deposit) from a bank, a broker, or a dealer and simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. In addition, the investment advisor will monitor a fund’s repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.

The use of repurchase agreements involves certain risks. One risk is the seller’s ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under bankruptcy laws, the disposition of the collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to liquidation or reorganization under bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.

Restricted and Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. The SEC generally limits

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aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a fund’s advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisor’s liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the security’s issuer.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.” A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a fund’s use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the fund’s right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.

Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are low-cost money market funds.

The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the fund’s total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S.

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government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower “marks to market” on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on the lent securities, and any increase in their market value. Loan arrangements made by a fund will comply with all other applicable regulatory requirements, including the requirement to redeliver the securities within the standard settlement time applicable to the relevant trading market. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment company’s trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the fund’s ability to vote on such a matter.

Pursuant to Vanguard’s securities lending policy, Vanguard’s fixed income and money market funds are not permitted to, and do not, lend their investment securities.

Tax Matters—Federal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this Statement of Additional Information. In some cases, a fund’s tax position may be uncertain under current tax law and an adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and its shareholders, including the fund’s ability to continue to qualify as a regulated investment company or to continue to pursue its current investment strategy. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.

Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions. A fund’s transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the fund’s hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the fund’s securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.

Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.

Tax Matters—Federal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.

A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the fund’s other investments, and shareholders will be advised on the nature of the distributions.

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Tax Matters—Federal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal income tax treatment of a fund’s transactions in the following: non-U.S. currencies; non-U.S. currency-denominated debt obligations; and certain non-U.S. currency options, futures contracts, forward contracts, and similar instruments. Accordingly, if a fund engages in these types of transactions it may have ordinary income or loss to the extent that such income or loss results from fluctuations in the value of the non-U.S. currency concerned. Such ordinary income could accelerate fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any ordinary loss so created will generally reduce ordinary income distributions and, in some cases, could require the recharacterization of prior ordinary income distributions. Net ordinary losses cannot be carried forward by the fund to offset income or gains realized in subsequent taxable years.

Any gain or loss attributable to the non-U.S. currency component of a transaction engaged in by a fund that is not subject to these special currency rules (such as foreign equity investments other than certain preferred stocks) will generally be treated as a capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.

To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that could affect the character, timing, or amount of the fund’s gains and losses. For more information, see “Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions.”

Tax Matters—Foreign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a fund’s total assets are invested in securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each quarter of a fund’s taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests that has elected to pass through such taxes to shareholders.

Tax Matters—Market Discount or Premium. The price of a bond purchased after its original issuance may reflect market discount or premium. Depending on the particular circumstances, market discount may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Premium is generally amortizable over the remaining term of the bond. Depending on the type of bond, premium may affect the amount of income required to be recognized by a fund holding the bond and the fund’s basis in the bond.

Tax Matters—Real Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the fund’s income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an “excess inclusion”) will be subject to U.S. federal income tax in all eventsincluding potentially at the fund levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operation losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See “Tax Matters—Tax-Exempt Investors.”

Tax Matters—Tax Considerations for Non-U.S. Investors. U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds. Certain properly reported distributions of qualifying interest income or short-term capital gain made by a fund to its non-U.S. investors are exempt from U.S. withholding taxes, provided the investors furnish valid tax documentation (i.e., IRS Form W-8) certifying as to their non-U.S. status.

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A fund is permitted, but is not required, to report any of its distributions as eligible for such relief, and some distributions (e.g., distributions of interest a fund receives from non-U.S. issuers) are not eligible for this relief. For some funds, Vanguard has chosen to report qualifying distributions and apply the withholding exemption to those distributions when made to non-U.S. shareholders who invest directly with Vanguard. For other funds, Vanguard may choose not to apply the withholding exemption to qualifying fund distributions made to direct shareholders, but may provide the reporting to such shareholders. In these cases, a shareholder may be able to reclaim such withholding tax directly from the IRS.

If shareholders hold fund shares (including ETF shares) through a broker or intermediary, their broker or intermediary may apply this relief to properly reported qualifying distributions made to shareholders with respect to those shares. If a shareholder’s broker or intermediary instead collects withholding tax where the fund has provided the proper reporting, the shareholder may be able to reclaim such withholding tax from the IRS. Please consult your broker or intermediary regarding the application of these rules.

This relief does not apply to any withholding required under the Foreign Account Tax Compliance Act (FATCA), which generally requires a fund to obtain information sufficient to identify the status of each of its shareholders. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on fund distributions and on the proceeds of the sale, redemption, or exchange of fund shares. Please consult your tax advisor for more information about these rules.

In certain cases, distributions or redemption proceeds payable to a non-U.S. investor in Vanguard Real Estate II Index Fund could also be subject to special U.S. tax rules governing the taxation of non-U.S. investors in U.S. real property interests. These rules are complex and non-U.S. investors are urged to consult with their tax advisors for more information about the potential applicability of these rules to them.

Tax Matters—Tax-Exempt Investors. Income of a fund that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).

A tax-exempt shareholder may also recognize UBTI if a fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. See “Tax Matters—Real Estate Mortgage Investment Conduits.”

In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.

Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.

Trust Preferred Securities. Trust preferred securities are a type of hybrid security in which a parent company issues subordinated debt to an affiliated special purpose trust, which will in turn issue limited-life preferred securities to investors and common securities to the parent company. Investors will receive distributions of the interest the trust receives on the debt issued by the parent company during the term of the preferred securities. The underlying subordinated debt may be secured or unsecured, and it generally ranks slightly higher in terms of payment priority than both common and preferred securities of the issuer, but below its other debt securities. Trust preferred securities generally have a yield advantage over traditional preferred stocks, but unlike preferred stocks, distributions generally are treated as interest rather than dividends for federal income tax purposes and, therefore, are not eligible for the dividends-received deduction available to U.S. corporations for dividends paid by U.S. corporations or the lower federal tax rate applicable to qualified dividends. Trust preferred securities typically have maturities of 30 years or more, may be

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subject to prepayment by the issuer under certain circumstances, and have periodic fixed or variable interest payments and maturities at face value. In addition, trust preferred securities may allow for deferral of interest payments for up to 5 years or longer. However, during any deferral period, interest will accrue and be taxable for holders of the trust preferred securities. Furthermore, if an issuer of trust preferred securities exercised its right to defer interest payments, the securities would be treated as issued with original issue discount (OID) at that time and all interest on the securities would thereafter be treated as OID as long as the securities remained outstanding. Unlike typical asset-backed securities, trust preferred securities have only one underlying obligor and are not over-collateralized. For that reason, the market may effectively treat trust preferred securities as subordinate corporate debt of the parent company issuer. The risks associated with trust preferred securities typically include those relating to the financial condition of the parent company, as the trust typically has no business operations other than holding the subordinated debt issued by the parent company. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company. There can be no assurance as to the liquidity of trust preferred securities or the ability of holders of the trust preferred securities to sell their holdings.

Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.

When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”

SHARE PRICE

Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. NAV per share for Vanguard Real Estate II Index Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).

The Exchange typically observes the following holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day (Washington’s Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.

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PURCHASE AND REDEMPTION OF SHARES

Purchase of Shares

The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Fund’s prospectus.

Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased “in kind” (i.e., in exchange for securities, rather than for cash) at the discretion of the Fund’s portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Fund’s prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.

Redemption of Shares

The redemption price of shares of each Fund is the NAV per share next determined after the redemption request is received in good order, as defined in the Fund’s prospectus.

Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit.

The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.

If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.

The Funds do not charge redemption fees. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the Fund.

Right to Change Policies

Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.

Investing With Vanguard Through Other Firms

Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf

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(collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Fund’s instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.

MANAGEMENT OF THE FUNDS

Vanguard

Each Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each fund is a series of a Delaware statutory trust, and through the trusts’ jointly owned subsidiary, Vanguard, the funds obtain at cost virtually all of their corporate management, administrative, and distribution services. Vanguard also provides investment advisory services on an at-cost basis to certain Vanguard funds.

Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund (other than a fund of funds) pays its share of Vanguard’s total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.

The funds’ officers are also employees of Vanguard.

Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds’ advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.

Vanguard was established and operates under an Amended and Restated Funds’ Service Agreement. The Amended and Restated Funds’ Service Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each fund’s relative net assets and its contribution to Vanguard’s capital.

As of January 31, 2018, each Fund had contributed capital to Vanguard as follows:

  Capital Percentage of Percent of
  Contribution Fund’s Average Vanguard’s
Vanguard Fund to Vanguard Net Assets Capitalization
Ultra-Short-Term Bond Fund $187,000 0.01% 0.07%
Short-Term Treasury Fund 427,000 0.01 0.17
Short-Term Federal Fund 274,000 0.01 0.11
Short-Term Investment-Grade Fund 3,497,000 0.01 1.40
Intermediate-Term Treasury Fund 340,000 0.01 0.14
Intermediate-Term Investment-Grade Fund 1,619,000 0.01 0.65
GNMA Fund 1,341,000 0.01 0.54
Long-Term Treasury Fund 197,000 0.01 0.08
Long-Term Investment-Grade Fund 905,000 0.01 0.36
High-Yield Corporate Fund 1,352,000 0.01 0.54
Real Estate II Index Fund1 350,000 0.01 0.14
1 The inception date for Vanguard Real Estate II Index Fund was September 26, 2017.    

 

Management. Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian

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relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.

Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds’ shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities at cost in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds’ trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each fund’s continued participation in the joint arrangement.

To ensure that each fund’s participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMC’s marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each fund’s sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no fund’s aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each fund’s contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.

VMC’s principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:

n Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.

n Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.

n Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.

n Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.

n Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.

n Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.

n Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.

VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMC’s cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMC’s arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to

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qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.

In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguard’s logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.

VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMC’s marketing and distribution activities are primarily intended to result in the sale of the funds’ shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service provider’s (or its representatives’) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.

The following table describes the expenses of Vanguard and VMC that are incurred by the Funds on an at-cost basis. Amounts captioned “Management and Administrative Expenses” include a Fund‘s allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned “Marketing and Distribution Expenses” include a Fund‘s allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.

As is the case with all mutual funds, transaction costs incurred by the Funds for buying and selling securities are not reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years ended January 31, 2016, 2017, and 2018, and are presented as a percentage of each Fund‘s average month-end net assets.

Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets)
Vanguard Fund 2016 2017 2018
Ultra-Short-Term Bond Fund      
Management and Administrative Expenses 0.10% 0.11% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01
Short-Term Treasury Fund      
Management and Administrative Expenses 0.10% 0.10% 0.10%
Marketing and Distribution Expenses 0.01 0.01 0.01
Short-Term Federal Fund      
Management and Administrative Expenses 0.10% 0.10% 0.10%
Marketing and Distribution Expenses 0.01 0.01 0.01
Short-Term Investment-Grade Fund      
Management and Administrative Expenses 0.10% 0.10% 0.10%
Marketing and Distribution Expenses 0.01 0.01 0.01
Intermediate-Term Treasury Fund      
Management and Administrative Expenses 0.11% 0.10% 0.10%
Marketing and Distribution Expenses 0.01 0.01 0.01
Intermediate-Term Investment-Grade Fund      
Management and Administrative Expenses 0.10% 0.09% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01

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Annual Shared Fund Operating Expenses
(Shared Expenses Deducted From Fund Assets)
Vanguard Fund 2016 2017 2018
GNMA Fund      
Management and Administrative Expenses 0.12% 0.11% 0.11%
Marketing and Distribution Expenses 0.01 0.01 0.01
Long-Term Treasury Fund      
Management and Administrative Expenses 0.11% 0.11% 0.11%
Marketing and Distribution Expenses 0.02 0.01 0.01
Long-Term Investment-Grade Fund      
Management and Administrative Expenses 0.10% 0.10% 0.10%
Marketing and Distribution Expenses 0.01 0.01 0.01
High-Yield Corporate Fund      
Management and Administrative Expenses 0.11% 0.11% 0.10%
Marketing and Distribution Expenses 0.01 0.01 0.01
Real Estate II Index Fund1      
Management and Administrative Expenses 0.03%
Marketing and Distribution Expenses less than 0.01
1 The inception date for Vanguard Real Estate II Index Fund was September 26, 2017.    

 

Officers and Trustees

Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the board’s corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.

The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds’ internal and external auditors.

The full board participates in the funds’ risk oversight, in part, through the Vanguard funds’ compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds’ chief compliance officer regularly provides reports to the board in writing and in person.

The audit committee of the board, which is composed of JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. Vanguard’s head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.

All of the trustees bring to each fund’s board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the

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board’s decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the board. The board also considers the individual experience of each trustee and determines that the trustee’s professional experience, education, and background contribute to the diversity of perspectives on the board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for Vanguard management and, ultimately, the Vanguard funds’ shareholders. The specific roles and experience of each board member that factor into this determination are presented on the following pages. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.

      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Interested Trustees1        
F. William McNabb III Chairman of the July 2009 Chairman of the board (January 2010–present) of 208
(1957) Board   Vanguard and of each of the investment companies  
      served by Vanguard, trustee (2009–present) of each of  
      the investment companies served by Vanguard, and  
      director (2008–present) of Vanguard. Chief executive  
      officer and president (2008–2017) of Vanguard and of  
      each of the investment companies served by  
      Vanguard, managing director (1995–2008) of Vanguard,  
      and director (1997–2018) of Vanguard Marketing  
      Corporation. Director (2018–present) of UnitedHealth  
Group.
 
Mortimer J. Buckley Chief Executive January 2018 Chief executive officer (January 2018–present) of 208
(1969) Officer and   Vanguard; chief executive officer, president, and  
  President   trustee (January 2018–present) of each of the  
      investment companies served by Vanguard; president  
      and director (2017–present) of Vanguard; and president  
      (February 2018–present) of Vanguard Marketing  
      Corporation. Chief investment officer (2013–2017),  
      managing director (2002–2017), head of the Retail  
      Investor Group (2006–2012), and chief information  
      officer (2001–2006) of Vanguard. Chairman of the  
      board (2011–2017) of the Children’s Hospital of  
      Philadelphia.  
 
1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the 1940 Act, because they are officers of the Trust.  
Independent Trustees        
Emerson U. Fullwood Trustee January 2008 Executive chief staff and marketing officer for North 208
(1948)     America and corporate vice president (retired 2008) of  
      Xerox Corporation (document management products  
      and services). Former president of the Worldwide  
      Channels Group, Latin America, and Worldwide  
      Customer Service and executive chief staff officer of  
      Developing Markets of Xerox. Executive in residence  
      and 2009–2010 Distinguished Minett Professor at the  
      Rochester Institute of Technology. Lead director of SPX  
      FLOW, Inc. (multi-industry manufacturing). Director of  
      the University of Rochester Medical Center, the  
      Monroe Community College Foundation, the United  
      Way of Rochester, North Carolina A&T University, and  
      Roberts Wesleyan College. Trustee of the University of  
      Rochester.  

 

B-40


 

      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Amy Gutmann Trustee June 2006 President (2004–present) of the University of 208
(1949)     Pennsylvania. Christopher H. Browne Distinguished  
      Professor of Political Science, School of Arts and  
      Sciences, and professor of communication,  
      Annenberg School for Communication, with secondary  
      faculty appointments in the Department of Philosophy,  
      School of Arts and Sciences, and at the Graduate  
      School of Education, University of Pennsylvania.  
      Trustee of the National Constitution Center.  
 
JoAnn Heffernan Heisen Trustee July 1998 Corporate vice president of Johnson & Johnson 208
(1950)     (pharmaceuticals/medical devices/consumer products)  
      and member of its executive committee (1997–2008).  
      Chief global diversity officer (retired 2008), vice  
      president and chief information officer (1997–2006),  
      controller (1995–1997), treasurer (1991–1995), and  
      assistant treasurer (1989–1991) of Johnson &  
      Johnson. Director of Skytop Lodge Corporation  
      (hotels) and the Robert Wood Johnson Foundation.  
      Member of the advisory board of the Institute for  
      Women’s Leadership at Rutgers University.  
 
F. Joseph Loughrey Trustee October 2009 President and chief operating officer (retired 2009) and 208
(1949)     vice chairman of the board (2008–2009) of Cummins  
      Inc. (industrial machinery). Chairman of the board of  
      Hillenbrand, Inc. (specialized consumer services),  
      Oxfam America, and the Lumina Foundation for  
      Education. Director of the V Foundation for Cancer  
      Research. Member of the advisory council for the  
      College of Arts and Letters and chair of the advisory  
      board to the Kellogg Institute for International Studies,  
      both at the University of Notre Dame.  
 
Mark Loughridge Lead Independent March 2012 Senior vice president and chief financial officer (retired 208
(1953) Trustee   2013) of IBM (information technology services).  
      Fiduciary member of IBM’s Retirement Plan  
      Committee (2004–2013), senior vice president and  
      general manager (2002–2004) of IBM Global  
      Financing, vice president and controller (1998–2002) of  
      IBM, and a variety of other prior management roles at  
      IBM. Member of the Council on Chicago Booth.  
 
Scott C. Malpass Trustee March 2012 Chief investment officer (1989–present) and vice 208
(1962)     president (1996–present) of the University of Notre  
      Dame. Assistant professor of finance at the Mendoza  
      College of Business, University of Notre Dame, and  
      member of the Notre Dame 403(b) Investment  
      Committee. Chairman of the board of TIFF Advisory  
      Services, Inc. Member of the board of Catholic  
      Investment Services, Inc. (investment advisors), the  
      board of advisors for Spruceview Capital Partners, and  
      the board of superintendence of the Institute for the  
      Works of Religion.  

 

B-41


 

      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Deanna Mulligan Trustee January 2018 President (2010–present) and chief executive officer 208
(1963)     (2011–present) of The Guardian Life Insurance  
      Company of America.2 Chief operating officer (2010–  
      2011) and executive vice president (2008–2010) of  
      Individual Life and Disability of The Guardian Life  
      Insurance Company of America. Member of the board  
      of The Guardian Life Insurance Company of America,  
      the American Council of Life Insurers, the Partnership  
      for New York City (business leadership), and the  
      Committee Encouraging Corporate Philanthropy.  
      Trustee of the Economic Club of New York and the  
      Bruce Museum (arts and science). Member of the  
      Advisory Council for the Stanford Graduate School of  
      Business.  
 
André F. Perold Trustee December 2004 George Gund Professor of Finance and Banking, 208
(1952)     Emeritus at the Harvard Business School (retired  
      2011). Chief investment officer and co-managing  
      partner of HighVista Strategies LLC (private  
      investment firm). Overseer of the Museum of Fine  
      Arts Boston.  
 
Sarah Bloom Raskin Trustee January 2018 Deputy secretary (2014–2017) of the United States 208
(1961)     Department of the Treasury. Governor (2010–2014) of  
      the Federal Reserve Board. Commissioner (2007–  
      2010) of financial regulation for the State of Maryland.  
      Member of the board of directors (2012–2014) of  
      Neighborhood Reinvestment Corporation. Director of  
      i(x) Investments, LLC.  
 
Peter F. Volanakis Trustee July 2009 President and chief operating officer (retired 2010) of 208
(1955)     Corning Incorporated (communications equipment)  
      and director of Corning Incorporated (2000–2010) and  
      Dow Corning (2001–2010). Director (2012) of SPX  
      Corporation (multi-industry manufacturing). Overseer  
      of the Amos Tuck School of Business Administration,  
      Dartmouth College (2001–2013). Chairman of the  
      board of trustees of Colby-Sawyer College. Member of  
      the Board of Hypertherm Inc. (industrial cutting  
      systems, software, and consumables).  

 

2 Guardian Life provides group insurance and administrative services for employee benefits such as group life, dental, vision, and disability coverage to two advisors, each of which manages one or more of the Vanguard funds. Amounts paid by these advisors to Guardian Life for such insurance and services were less than 0.006% of Guardian Life’s premium revenues in each of 2015 and 2016. Park Avenue Securities (PAS) is an indirect, wholly owned subsidiary of Guardian Life and a dually registered broker-dealer and investment advisor. From time to time, PAS receives payments related to the sale of certain non-Vanguard mutual funds advised by firms that also advise certain Vanguard funds. In 2016, these payments amounted to less than 0.15% of PAS’ revenues and PAS’ earnings comprised less than 1% of Guardian Life’s pre-tax earnings. Deanna Mulligan is not an officer or director of PAS.

B-42


 

      Principal Occupation(s) Number of
    Vanguard During the Past Five Years, Vanguard Funds
  Position(s) Funds’ Trustee/ Outside Directorships, Overseen by
Name, Year of Birth Held With Funds Officer Since and Other Experience Trustee/Officer
Executive Officers        
Glenn Booraem Investment February 2001 Principal of Vanguard. Investment stewardship officer 208
(1967) Stewardship   (2017–present), treasurer (2015–2017), controller  
  Officer   (2010–2015), and assistant controller (2001–2010) of  
      each of the investment companies served by  
      Vanguard.  
 
Christine M. Buchanan Treasurer November 2017 Principal of Vanguard and global head of Fund 208
(1970)     Administration at Vanguard. Treasurer (2017–present)  
      of each of the investment companies served by  
      Vanguard. Partner (2005–2017) at KPMG LLP (audit,  
      tax, and advisory services).  
 
Brian Dvorak Chief Compliance June 2017 Principal of Vanguard. Chief compliance officer (2017– 208
(1973) Officer   present) of Vanguard and of each of the investment  
      companies served by Vanguard. Assistant vice  
      president (2017–present) of Vanguard Marketing  
      Corporation. Vice president and director of Enterprise  
      Risk Management (2011–2013) at Oppenheimer Funds,  
Inc.
 
Thomas J. Higgins Chief Financial July 1998 Principal of Vanguard. Chief financial officer (2008– 208
(1957) Officer   present) and treasurer (1998–2008) of each of the  
      investment companies served by Vanguard.  
 
Peter Mahoney Controller May 2015 Principal of Vanguard. Controller (2015–present) of 208
(1974)     each of the investment companies served by  
      Vanguard. Head of International Fund Services  
      (2008–2014) at Vanguard.  
 
Anne E. Robinson Secretary September 2016 General counsel (2016–present) of Vanguard. 208
(1970)     Secretary (2016–present) of Vanguard and of each of  
      the investment companies served by Vanguard.  
      Managing director (2016–present) of Vanguard.  
      Director and senior vice president (2016–2018) of  
      Vanguard Marketing Corporation. Managing director  
      and general counsel of Global Cards and Consumer  
      Services (2014–2016) at Citigroup. Counsel (2003–  
      2014) at American Express.  
 
Michael Rollings Finance Director February 2017 Finance director (2017–present) and treasurer (2017) of 208
(1963)     each of the investment companies served by  
      Vanguard. Managing director (2016–present) of  
      Vanguard. Chief financial officer (2016–present) of  
      Vanguard. Director (2016–present) of Vanguard  
      Marketing Corporation. Executive vice president and  
      chief financial officer (2006–2016) of MassMutual  
      Financial Group.  

 

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All but two of the trustees are independent. The independent trustees designate a lead independent trustee and appoint the chairman of the board. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the interested trustees.

Board Committees: The Trust‘s board has the following committees:

  • Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Ms. Heisen, Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds‘ fiscal year ended January 31, 2018.
  • Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Funds‘ fiscal year ended January 31, 2018.
  • Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the board’s consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Funds‘ fiscal year ended January 31, 2018.
  • Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held three meetings during the Funds‘ fiscal year ended January 31, 2018.

The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.

Trustee Compensation

The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees’ compensation. Vanguard funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.

Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:

  • The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
  • The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
  • Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustee’s separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees’ former retirement plan. Each eligible trustee’s separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.

“Interested” Trustees. Mr. McNabb and Mr. Buckley serve as trustees, but are not paid in this capacity. They are, however, paid in their roles as officers of Vanguard.

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Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.

VANGUARD FIXED INCOME SECURITIES FUNDS

TRUSTEES’ COMPENSATION TABLE

    Pension or Retirement Accrued Annual Total Compensation
  Aggregate Benefits Accrued Retirement From All Vanguard
  Compensation as Part of the Benefit at Funds Paid
Trustee From the Funds1 Funds’ Expenses1 January 1, 20182 to Trustees3
F. William McNabb III
Mortimer J. Buckley4
Emerson U. Fullwood $19,464 $244,000
Rajiv L. Gupta5 20,940 262,500
Amy Gutmann 19,464 244,000
JoAnn Heffernan Heisen 21,059 $290 $8,073 264,000
F. Joseph Loughrey 21,059 264,000
Mark Loughridge 23,612 296,000
Scott C. Malpass 18,908 237,030
Deanna Mulligan4 1,483
André F. Perold 19,464 244,000
Sarah Bloom Raskin4 1,483
Peter F. Volanakis 21,059 264,000

 

1 The amounts shown in this column are based on the Trust‘s fiscal year ended January 31, 2018. Each Fund within the Trust is responsible for
a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee
for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s
retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after
January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard
funds for the 2017 calendar year.
4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds’ board effective January 1, 2018.
5 Mr. Gupta retired from the Funds’ board effective December 31, 2017.

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Ownership of Fund Shares

All current trustees (including Mr. Buckley, Ms. Mulligan, and Ms. Raskin, who began service as trustees effective January 1, 2018) allocate their investments among the various Vanguard funds based on their own investment needs. The following table shows each trustee’s ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2017. The inception date for Vanguard Real Estate II Index Fund was September 26, 2017.

    Dollar Range of Aggregate Dollar Range of
    Fund Shares Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Ultra-Short-Term Bond Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000 Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
Short-Term Treasury Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
Short-Term Federal Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000

 

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    Dollar Range of Aggregate Dollar Range of
    Fund Shares Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Short-Term Investment-Grade Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000 Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000 Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000 Over $100,000
 
Intermediate-Term Treasury Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
Intermediate-Term Investment-Grade Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000 Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000 Over $100,000
  Mark Loughridge Over $100,000 Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
GNMA Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000

 

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    Dollar Range of Aggregate Dollar Range of
    Fund Shares Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Long-Term Treasury Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000 Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
Long-Term Investment-Grade Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
High-Yield Corporate Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold $10,001–$50,000 Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000
 
Real Estate II Index Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  JoAnn Heffernan Heisen Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass Over $100,000
  F. William McNabb III Over $100,000
  Deanna Mulligan Over $100,000
  André F. Perold Over $100,000
  Sarah Bloom Raskin Over $100,000
  Peter F. Volanakis Over $100,000

 

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As of April 30, 2018, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each fund’s outstanding shares.

As of April 27, 2018, the following owned of record 5% or more of the outstanding shares of each class:

Vanguard Ultra-Short-Term Bond Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (16.01%); National Financial Services, LLC, Jersey City, NJ (14.70%); Trust Co. of America, Englewood, CO (10.03%); Vanguard Ultra-Short-Term Bond Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (10.49%); National Financial Services, LLC, Jersey City, NJ (9.52%); Vanguard Short-Term Treasury Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (16.42%); National Financial Services, LLC, Jersey City, NJ (8.89%); Vanguard Short-Term Treasury Fund—Admiral Shares: Wells Fargo Bank, Charlotte, NC (8.13%); Charles Schwab & Co., Inc., San Francisco, CA (6.48%); Vanguard Short-Term Federal Fund—Investor Shares: Wells Fargo Clearing Services, LLC, Saint Louis, MO (17.35%); Charles Schwab & Co., Inc., San Francisco, CA (14.98%); National Financial Services, LLC, Jersey City, NJ (8.71%); Vanguard Short-Term Federal Fund—Admiral Shares: Wells Fargo Bank, Charlotte, NC (14.50%); National Financial Services, LLC, Jersey City, NJ (10.64%); Charles Schwab & Co., Inc., San Francisco, CA (7.51%); John Hancock Life Insurance Co., Boston, MA (6.30%); Vanguard Short-Term Investment-Grade Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (30.30%); Charles Schwab & Co., Inc., San Francisco, CA (16.33%); National Financial Services, LLC, Jersey City, NJ (10.40%); Vanguard Short-Term Investment-Grade Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (17.49%); National Financial Services, LLC, Jersey City, NJ (9.87%); Vanguard Short-Term Investment-Grade Fund—Institutional Shares: State of Utah Educational Savings Plan, Salt Lake City, UT (10.23%); National Financial Services, LLC, Jersey City, NJ (8.76%); Charles Schwab & Co., Inc., San Francisco, CA (5.28%); Vanguard Intermediate-Term Treasury Fund—Investor Shares: National Financial Services, LLC, Jersey City, NJ (10.87%); Charles Schwab & Co., Inc., San Francisco, CA (8.98%); Vanguard Intermediate-Term Treasury Fund—Admiral Shares: National Financial Services, LLC, Jersey City, NJ (10.34%); Charles Schwab & Co., Inc., San Francisco, CA (5.09%); Vanguard Intermediate-Term Investment-Grade Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (16.60%); National Financial Services, LLC, Jersey City, NJ (10.89%); Vanguard Intermediate-Term Investment-Grade Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (8.55%); National Financial Services, LLC, Jersey City, NJ (6.56%); Vanguard GNMA Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (37.01%); Charles Schwab & Co., Inc., San Francisco, CA (13.12%); National Financial Services, LLC, Jersey City, NJ (6.70%); Vanguard GNMA Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (6.63%); National Financial Services, LLC, Jersey City, NJ (5.11%); Vanguard Long-Term Treasury Fund—Investor Shares: Variable Annuity Life Insurance Company, Houston, TX (24.74%); Charles Schwab & Co., Inc., San Francisco, CA (5.64%); Vanguard Long-Term Treasury Fund—Admiral Shares: National Financial Services, LLC, Jersey City, NJ (8.16%); SEI Private Trust Company, Oaks, PA (5.84%); Vanguard Long-Term Investment-Grade Fund—Investor Shares: Vanguard STAR Fund, Valley Forge, PA (61.67%); Variable Annuity Life Insurance Company, Houston, TX (6.07%); Vanguard Long-Term Investment-Grade Fund—Admiral Shares: National Financial Services, LLC, Jersey City, NJ (5.26%); Vanguard High-Yield Corporate Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (14.69%); National Financial Services, LLC, Jersey City, NJ (10.85%); Vanguard High-Yield Corporate Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (15.05%); National Financial Services, LLC, Jersey City, NJ (5.17%).

A shareholder who owns more than 25% of a fund’s voting shares may be considered a controlling person. As of April 30, 2018, Vanguard Real Estate Index Fund owned 100% of the voting shares of Vanguard Real Estate II Index Fund. The Real Estate Index Fund must echo vote these shares in proportionately the same manner as shares voted by the Real Estate II Index Fund’s other shareholders, when present.

Portfolio Holdings Disclosure Policies and Procedures

Introduction

Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the

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Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.

The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term “portfolio holdings” means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.

Online Disclosure of Ten Largest Stock Holdings

Each actively managed Vanguard fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the fund’s ten largest stock portfolio holdings and the aggregate percentage of the fund’s total assets (and, for balanced funds, the aggregate percentage of the fund’s equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.

Online Disclosure of Complete Portfolio Holdings

Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 30 calendar days after the end of the calendar quarter. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the fund’s complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the Fund’s Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the fund’s complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard fund’s investment advisor.

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Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions

Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.

The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.

Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.

Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions

Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons’ continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard fund’s current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.

The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.

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Currently, Vanguard fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each fund’s Statement of Additional Information.

Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Fund’s Assets

An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealer’s legal obligation not to use or disclose material nonpublic information concerning the fund’s portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.

Disclosure of Nonmaterial Information

The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.

An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the fund’s portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the fund’s portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguard’s Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.

Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes

Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguard’s Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is

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determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division.

Disclosure of Portfolio Holdings as Required by Applicable Law

Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.

Prohibitions on Disclosure of Portfolio Holdings

No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com, in writing, by fax, by email, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguard’s management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.

Prohibitions on Receipt of Compensation or Other Consideration

The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. “Consideration” includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.

INVESTMENT ADVISORY AND OTHER SERVICES

The Trust currently uses two investment advisors:

n Wellington Management Company LLP (Wellington Management) provides investment advisory services to Vanguard GNMA Fund, Vanguard High-Yield Corporate Fund, and a portion of Vanguard Long-Term Investment-Grade Fund.

n Vanguard provides investment advisory services to Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard Intermediate-Term Investment-Grade Fund, Vanguard Long-Term Treasury Fund, Vanguard Real Estate II Index Fund, and a portion of Vanguard Long-Term Investment-Grade Fund.

For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arm’s length basis with the advisory firm. Each advisory agreement is reviewed annually by each fund’s board of trustees, taking into account numerous factors, which include, without limitation, the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to each unaffiliated investment advisory firm is described in the following sections. In addition, each firm has established policies and procedures designed to address the potential for conflicts of interest. Each firm’s compensation

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structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the fiscal year ended January 31, 2018.

A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the fund’s assets that the fund’s board of trustees determines to assign to the advisor. Hereafter, each portion is referred to as the advisor’s Portfolio. In this capacity, each advisor continuously reviews, supervises, and administers the investment program for its portion of the fund’s assets. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguard’s Portfolio Review Department and the officers and trustees of the fund. Vanguard’s Portfolio Review Department is responsible for recommending changes in a fund’s advisory arrangements to the fund’s board of trustees, including changes in the amount of assets allocated to each advisor and recommendations to hire, terminate, or replace an advisor.

I. Vanguard GNMA Fund and Vanguard High-Yield Corporate Fund

Wellington Management Company LLP (Wellington Management) is a Delaware private limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. As of January 1, 2018, the firm is owned by 160 partners, all fully active in the firm. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.

Each Fund pays the advisor a fee, which is paid quarterly and is a percentage of average daily net assets under management during the most recent fiscal quarter. The fee has breakpoints, which means that the percentage declines as assets go up.

During the fiscal years ended January 31, 2016, 2017, and 2018, the Funds incurred the following approximate advisory fees:

Vanguard Fund 2016 2017 2018
GNMA Fund $2,513,000 $2,538,000 $2,421,000
High-Yield Corporate Fund 5,509,000 5,928,000 7,046,000

 

1. Other Accounts Managed

Michael F. Garrett manages Vanguard GNMA Fund; as of January 31, 2018, the Fund held assets of $24.1 billion. As of January 31, 2018, Mr. Garrett also managed 13 other registered investment companies with total assets of $3.1 billion (advisory fees not based on account performance), 21 other pooled investment vehicles with total assets of $3.9 billion (advisory fees based on account performance for 1 of these accounts with total assets of $391 million), and 21 other accounts with total assets of $7.3 billion (advisory fees based on account performance for 1 of these accounts with total assets of $1.7 billion).

Michael L. Hong manages Vanguard High-Yield Corporate Fund; as of January 31, 2018, the Fund held assets of $24.9 billion. As of January 31, 2018, Mr. Hong also managed 12 other registered investment companies with total assets of $860 million, 3 other pooled investment vehicles with total assets of $78 million, and 27 other accounts with total assets of $10.3 billion (none of which had advisory fees based on account performance).

2. Material Conflicts of Interest

Please refer to Wellington Management’s discussion that follows.

3. Description of Compensation

Please refer to Wellington Management’s discussion that follows.

4. Ownership of Securities

As of January 31, 2018, Mr. Garrett owned shares of Vanguard GNMA Fund within the $100,001–$500,000 range and Mr.

Hong owned shares of Vanguard High-Yield Corporate Fund within the $500,001–$1,000,000 range.

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II. Vanguard Long-Term Investment-Grade Fund

The Fund pays Wellington Management a fee, which is paid quarterly and is a percentage of average daily net assets under management during the most recent fiscal quarter. The fee has breakpoints, which means that the percentage declines as assets go up. Vanguard provides investment advisory services to the Fund on an at-cost basis.

During the fiscal years ended January 31, 2016, 2017, and 2018, the Fund incurred aggregate investment advisory fees and expenses of approximately $3,981,000, $4,045,000, and $4,542,000, respectively. Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended January 31, 2018, were approximately $2,097,000 (representing an effective annual rate of 0.01%). The investment advisory fees paid to Wellington Management for the fiscal year ended January 31, 2018, were $2,445,000 (representing an effective annual rate of 0.02%).

A. Wellington Management Company LLP (Wellington Management)

For a description of the advisor, please refer to Wellington Management’s discussion on page B-54.

1. Other Accounts Managed

Scott I. St. John manages a portion of Vanguard Long-Term Investment-Grade Fund; as of January 31, 2018, the Fund held assets of $16.5 billion. As of January 31, 2018, Mr. St. John also managed 14 other registered investment companies with total assets of $7 billion (advisory fees not based on account performance), 17 other pooled investment vehicles with total assets of $5.2 billion (advisory fees not based on account performance), and 87 other accounts with total assets of $36 billion (advisory fees based on account performance for 1 of these accounts with total assets of $378 million).

2. Material Conflicts of Interest

Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. Each Wellington Management Portfolio’s or Fund’s manager (or managers) listed in the prospectuses who is primarily responsible for the day-to-day management of the Wellington Management Portfolio or each Fund (Portfolio Manager) generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the relevant Fund. A Portfolio Manager makes investment decisions for each account, including the relevant Wellington Management Portfolio or Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, a Portfolio Manager may purchase or sell securities, including initial public offerings (IPOs), for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Wellington Management Portfolio or Fund and thus the accounts may have similar—and in some cases nearly identical—objectives, strategies, and/or holdings to that of the relevant Wellington Management Portfolio or Fund.

A Portfolio Manager or other investment professional at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the relevant Wellington Management Portfolio or Fund or make investment decisions that are similar to those made for the relevant Wellington Management Portfolio or Fund, both of which have the potential to adversely impact the relevant Wellington Management Portfolio or Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the relevant Wellington Management Portfolio or Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Wellington Management Portfolio’s or Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Wellington Management Portfolio or Funds. Mr. Garrett and Mr. St. John also manage accounts that pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers

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are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Managers may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high-quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

3. Description of Compensation

Wellington Management receives a fee based on the assets under management of each Fund as set forth in the Investment Advisory Agreements between Wellington Management and Vanguard Fixed Income Securities Funds on behalf of each Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each Fund. The following information relates to the fiscal year ended January 31, 2018.

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Management’s compensation of each fund’s manager listed in the prospectus, who is primarily responsible for the day-to-day management of the fund (the “Portfolio Manager”) includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner (a "Partner") of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. The base salary for the other Portfolio Manager is determined by the Portfolio Manager’s experience and performance in his role as a Portfolio Manager. Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of a Portfolio Manager’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm. Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund managed by the Portfolio Manager and generally each other account managed by such Portfolio Manager. The incentive paid to the Portfolio Managers, which has no performance-related component, is based on the revenues earned by Wellington Management.

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. Garrett and St. John are Partners.

4. Ownership of Securities

As of January 31, 2018, Mr. St. John owned shares of Vanguard Long-Term Investment-Grade Fund within the $100,001–$500,000 range.

B. Vanguard

Vanguard, through its Fixed Income Group, provides investment advisory services on an at-cost basis for a portion of Vanguard Long-Term Investment-Grade Fund. The compensation and other expenses of Vanguard’s advisory staff are allocated among the funds utilizing these services.

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1. Other Accounts Managed

Samuel C. Martinez co-manages a portion of Vanguard Long-Term Investment-Grade Fund; as of March 31, 2018, the Fund held assets of $16.2 billion. As of March 31, 2018, Mr. Martinez co-managed 1 other registered investment company with total assets of $3.8 billion (advisory fees not based on account performance).

Daniel Shaykevich co-manages a portion of Vanguard Long-Term Investment-Grade Fund; as of March 31, 2018, the Fund held assets of $16.2 billion. As of March 31, 2018, Mr. Shaykevich co-managed 1 other registered investment company with total assets of $84.1 million (advisory fees not based on account performance).

2. Material Conflicts of Interest

At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, or offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest, including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

3. Description of Compensation

All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of January 31, 2018, a Vanguard portfolio manager’s compensation generally consists of base salary, bonus, and payments under Vanguard’s long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.

In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio manager’s base salary is determined by the manager’s experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguard’s Human Resources Department. A portfolio manager’s base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or in response to a market adjustment of the position.

A portfolio manager’s bonus is determined by a number of factors. One factor is gross, pre-tax performance of the fund relative to expectations for how the fund should have performed, given the fund’s investment objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the amount of assets held in the fund’s portfolio. For each Vanguard Fixed Income Securities Fund managed by Vanguard, the performance factor depends on how successfully the portfolio manager outperforms these expectations and maintains the risk parameters of the Fund generally over a three-year period. Additional factors include the portfolio manager’s contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives previously described. The bonus is paid on an annual basis.

Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguard’s long-term incentive compensation plan based on their years of service, job level, and, if applicable, management responsibilities. Each year, Vanguard’s independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguard’s operating efficiencies in providing services to the Vanguard funds.

 

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4. Ownership of Securities

Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of January 31, 2018, Vanguard employees collectively invested more than $6.7 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.

As of March 31, 2018, Mr. Martinez did not own any shares of Vanguard Long-Term Investment-Grade Fund. As of March 31, 2018, Mr. Shaykevich owned shares of Vanguard Long-Term Investment-Grade Fund within the $1–$10,000 range.

III. Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard Intermediate-Term Investment-Grade Fund, Vanguard Long-Term Treasury Fund, and Vanguard Real Estate II Index Fund

Vanguard, through its Fixed Income Group, provides investment advisory services on an at-cost basis to Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard Intermediate-Term Investment-Grade Fund, and Vanguard Long-Term Treasury Fund. Vanguard Real Estate II Index Fund receives all investment advisory services from Vanguard through its Equity Index Group. These services are provided on an at-cost basis by an experienced advisory staff employed directly by Vanguard. The compensation and other expenses of Vanguard’s advisory staff are allocated among the funds utilizing these services.

During the fiscal years ended January 31, 2016, 2017, and 2018, the Funds incurred the following approximate advisory expenses:

Vanguard Fund 2016 2017 2018
Ultra-Short-Term Bond Fund $31,000 $134,000 $406,000
Short-Term Treasury Fund 736,000 863,000 1,039,000
Short-Term Federal Fund 529,000 637,000 717,000
Short-Term Investment-Grade Fund 5,546,000 6,412,000 8,276,000
Intermediate-Term Treasury Fund 604,000 756,000 837,000
Intermediate-Term Investment-Grade Fund 2,115,000 3,037,000 3,813,000
Long-Term Treasury Fund 348,000 440,000 468,000
Real Estate II Index Fund1 123,000
1 The inception date for Vanguard Real Estate II Index Fund was September 26, 2017.      

 

1. Other Accounts Managed

Gemma Wright-Casparius manages Vanguard Short-Term Treasury Fund, Vanguard Intermediate-Term Treasury Fund, and Vanguard Long-Term Treasury Fund; as of January 31, 2018, the Funds collectively held assets of $17.3 billion. As of January 31, 2018, Ms. Wright-Casparius also managed 1 other registered investment company with total assets of $27.6 billion and co-managed 2 other registered investment companies with total assets of $15.9 billion (advisory fees not based on account performance).

Samuel C. Martinez co-manages Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Investment-Grade Fund, and Vanguard Intermediate-Term Investment-Grade Fund; as of March 31, 2018, the Funds collectively held assets of $95 billion.

Daniel Shaykevich co-manages Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Investment-Grade Fund, and Vanguard Intermediate-Term Investment-Grade Fund; as of March 31, 2018, the Funds collectively held assets of $95 billion. As of March 31, 2018, Mr. Shaykevich co-managed 1 other registered investment company with total assets of $84.1 million (advisory fees not based on account performance).

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Brian W. Quigley manages Vanguard Short-Term Federal Fund; as of January 31, 2018, the Fund held assets of $5 billion. As of January 31, 2018, Mr. Quigley also managed 3 other registered investment companies with total assets of $22.3 billion (advisory fee not based on account performance).

Walter Nejman and Gerard C. O’Reilly co-manage Vanguard Real Estate II Index Fund, which commenced operations on September 26, 2017; as of January 31, 2018, the Fund held assets of $6.1 billion. As of January 31, 2018, Mr. Nejman also co-managed 52 other registered investment companies with total assets of $1.6 trillion and 2 other pooled investment vehicles with total assets of $2.6 billion (none of which had advisory fees based on account performance). As of January 31, 2018, Mr. O’Reilly also co-managed 16 other registered investment companies with total assets of $1.2 trillion and 1 other pooled investment vehicle with total assets of $603 million (none of which had advisory fees based on account performance).

2. Material Conflicts of Interest

Please refer to Vanguard’s discussion on page B-57.

3. Description of Compensation

Please refer to Vanguard’s discussion on page B-57.

4. Ownership of Securities

Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of January 31, 2018, Vanguard employees collectively invested more than $6.7 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.

As of March 31, 2018, Mr. Martinez did not own any shares of the Funds he managed. As of March 31, 2018, Mr. Shaykevich owned shares of Vanguard Short-Term Investment-Grade Fund within the $10,001–$50,000 range.

As of January 31, 2018, the other named portfolio managers did not own any shares of the Funds they managed.

Duration and Termination of Investment Advisory Agreements

For Vanguard GNMA Fund, Vanguard Long-Term Investment-Grade Fund, and Vanguard High-Yield Corporate Fund, the current investment advisory agreements with Wellington Management are renewable for successive one-year periods, only if (1) each renewal is specifically approved by a vote of the Fund’s board of trustees, including the affirmative votes of a majority of the trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval or (2) each renewal is specifically approved by a vote of a majority of the Fund’s outstanding voting securities. An agreement is automatically terminated if assigned and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund upon sixty (60) days’ written notice to the advisor (thirty (30) days’ written notice to the advisor for Vanguard High-Yield Corporate Fund), (2) by a vote of a majority of the Fund’s outstanding voting securities upon 60 days’ written notice to the advisor (30 days’ written notice to the advisor for Vanguard High-Yield Corporate Fund), or (3) by the advisor upon ninety (90) days’ written notice to the Fund.

Vanguard provides at-cost investment advisory services to Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard Intermediate-Term Investment-Grade Fund, Vanguard Long-Term Treasury Fund, Vanguard Long-Term Investment-Grade Fund, and Vanguard Real Estate II Index Fund pursuant to the terms of the Fifth Amended and Restated Funds’ Service Agreement. This agreement will continue in full force and effect until terminated or amended by mutual agreement of the Vanguard funds and Vanguard.

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Securities Lending

The following table describes the securities lending activities of Vanguard Real Estate II Index Fund during the fiscal year ended January 31, 2018. The inception date for Vanguard Real Estate II Index Fund was September 26, 2017. Other than Vanguard Real Estate II Index Fund, the Funds cannot and do not lend their securities:

Vanguard Fund Securities Lending Activities
Real Estate II Index Fund  
Gross income from securities lending activities $18,012
Fees paid to securities lending agent from a revenue split $0
Fees paid for any cash collateral management service (including fees deducted from a pooled cash  
collateral reinvestment vehicle) that are not included in the revenue split $65
Administrative fees not included in revenue split $219
Indemnification fee not included in revenue split $0
Rebate (paid to borrower) $4,924
Other fees not included in revenue split (specify) $0
Aggregate fees/compensation for securities lending activities $5,208
Net income from securities lending activities $12,804

 

The services provided by Brown Brothers Harriman & Co. and Vanguard, each acting separately as securities lending agents for certain Vanguard funds, include coordinating the selection of securities to be loaned to approved borrowers; negotiating the terms of the loan; monitoring the value of the securities loaned and corresponding collateral, marking to market daily; coordinating the investment of cash collateral in the funds’ approved cash collateral reinvestment vehicle; monitoring dividends and coordinating material proxy votes relating to loaned securities; and transferring, recalling, and arranging the return of loaned securities to the funds upon termination of the loan.

PORTFOLIO TRANSACTIONS

The advisor decides which securities to buy and sell on behalf of a Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide “best execution.” Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-dealer’s services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealer’s execution capability, clearance and settlement services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity, financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary markets, and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.

The types of securities in which the Funds invest are generally purchased and sold in principal transactions, meaning that the Funds normally purchase securities directly from the issuer or a primary market-maker acting as principal for the securities on a net basis. Explicit brokerage commissions are not paid on these transactions, although purchases of new issues from underwriters of securities typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s markup (i.e., a spread

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between the bid and the asked prices). Brokerage commissions are paid, however, in connection with opening and closing out futures positions.

As previously explained, the types of securities that each Fund purchases do not normally involve the payment of explicit brokerage commissions. If any such brokerage commissions are paid, however, the advisor will evaluate their reasonableness by considering (1) historical commission rates; (2) rates that other institutional investors are paying, based upon publicly available information; (3) rates quoted by brokers and dealers; (4) the size of a particular transaction, in terms of the number of shares, the dollar amount, and the number of clients involved; (5) the complexity of a particular transaction in terms of both execution and settlement; (6) the level and type of business done with a particular firm over a period of time; and (7) the extent to which the broker or dealer has capital at risk in the transaction.

During the fiscal years ended January 31, 2016, 2017, and 2018, the Funds paid the following approximate amounts in brokerage commissions:

Vanguard Fund 2016 2017 2018
Ultra-Short-Term Bond Fund1 $5,000 $21,000 $40,000
Short-Term Treasury Fund2 307,000 460,000 452,000
Short-Term Federal Fund 237,000 312,000 386,000
Short-Term Investment-Grade Fund2 1,673,000 2,413,000 2,523,000
Intermediate-Term Treasury Fund2 203,000 302,000 295,000
Intermediate-Term Investment-Grade Fund2 736,000 1,208,000 1,303,000
GNMA Fund3 633,000 613,000 665,000
Long-Term Treasury Fund2 113,000 173,000 143,000
Long-Term Investment-Grade Fund4 279,000 381,000 358,000
High-Yield Corporate Fund5 69,000
Real Estate II Index Fund6

 

1 The increases in brokerage commissions for the fiscal years ended January 31, 2017, and January 31, 2018, were due to increased usage of derivatives.
2 The increase in brokerage commissions for the fiscal year ended January 31, 2017, was due to increased usage of derivatives.
3 An increased usage of U.S. Treasury futures for the fiscal year ended January 31, 2016, resulted in higher brokerage commissions for the year.
4 The Fund’s increase in the volume of derivatives trading resulted in an increase in brokerage commissions for the fiscal year ended January 31, 2017.
5 The majority of the brokerage commissions reported for the Fund during the fiscal year ended January 31, 2017, were from the acquisition and
subsequent sale of two securities. Costs associated with cleared swaps also contributed to the Fund’s brokerage commissions for the year. For
the fiscal year ended January 31, 2018, the decrease in brokerage commissions was a result of the Fund’s commissions returning to a more
normalized range following elevated levels in 2017.
6 The inception date for Vanguard Real Estate II Index Fund was September 26, 2017.

The portfolio turnover rate for the Short-Term Federal Fund decreased between the last two fiscal years because of a decrease in the Fund’s mortgage-dollar-roll activity. The portfolio turnover rate for the GNMA Fund decreased between the last two fiscal years due to a decrease in the Fund’s investments in the TBA market.

Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisor. If such securities are compatible with the investment policies of a Fund and one or more of the advisor’s other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds‘ board of trustees.

The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.

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As of January 31, 2018, each Fund held securities of its “regular brokers or dealers,” as that term is defined in Rule 10b-1 of the 1940 Act, as follows:

Vanguard Fund Regular Broker or Dealer (or Parent) Aggregate Holdings
Ultra-Short-Term Bond Fund Citigroup Global Markets Inc. $10,228,000
  Goldman, Sachs & Co. 16,367,000
  J.P. Morgan Securities Inc. 35,809,000
  Merrill Lynch, Pierce, Fenner & Smith Inc.
  Morgan Stanley 11,243,000
  RBC Capital Markets 29,581,000
  Wells Fargo Securities, LLC 13,165,000
 
Short-Term Treasury Fund
 
Short-Term Federal Fund
 
Short-Term Investment-Grade Fund Barclays Capital Inc.
  BNP Paribas Securities Corp. 110,642,000
  Citigroup Global Markets Inc. 1,389,633,000
  Goldman, Sachs & Co. 1,907,406,000
  HSBC Securities (USA) Inc. 610,025,000
  J.P. Morgan Securities Inc. 1,875,054,000
  Merrill Lynch, Pierce, Fenner & Smith Inc. 799,959,000
  Morgan Stanley 1,440,668,000
  RBC Capital Markets 544,795,000
  Wells Fargo Securities, LLC 1,727,465,000
 
Intermediate-Term Treasury Fund
 
Intermediate-Term Investment-Grade Fund Barclays Capital Inc. 15,817,000
  Citigroup Global Markets Inc. 359,110,000
  Deutsche Bank Securities Inc.
  Goldman, Sachs & Co. 616,457,000
  HSBC Securities (USA) Inc. 421,163,000
  J.P. Morgan Securities Inc. 473,585,000
  Merrill Lynch, Pierce, Fenner & Smith Inc. 226,006,000
  Morgan Stanley 794,827,000
  RBC Capital Markets
  Wells Fargo Securities, LLC 591,030,000
 
GNMA Fund Banc of America Securities LLC 9,900,000
  Barclays Capital Inc. 40,200,000
  Citigroup Global Markets Inc. 52,100,000
  HSBC Securities (USA) Inc. 59,400,000
  Toronto Dominion Securities Inc. 44,600,000
  Wells Fargo Securities, LLC 158,300,000
 
Long-Term Treasury Fund

 

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Vanguard Fund Regular Broker or Dealer (or Parent) Aggregate Holdings
Long-Term Investment-Grade Fund Banc of America Securities LLC $352,944,000
  Barclays Capital Inc. 40,800,000
  BMO Capital Markets 10,000,000
  Citigroup Global Markets Inc. 125,893,000
  Goldman, Sachs & Co. 320,870,000
  HSBC Securities (USA) Inc. 264,378,000
  J.P. Morgan Securities Inc. 652,919,000
  Morgan Stanley 350,392,000
  RBC Capital Markets 16,900,000
  Wells Fargo Securities, LLC 473,161,000
 
High-Yield Corporate Fund Banc of America Securities LLC 143,500,000
  BMO Capital Markets 20,000,000
  Credit Suisse Securities (USA) LLC 124,060,000
  RBC Capital Markets 262,100,000
  Toronto Dominion Securities Inc. 126,300,000
 
Real Estate II Index Fund

 

PROXY VOTING GUIDELINES

The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.

The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a fund’s investments—and those of fund shareholders—over the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.

For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.

The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the fund’s and its shareholders’ best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a company’s stock (as determined by the company’s governing documents or by applicable law, regulation, or regulatory agreement).

In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the company’s board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the fund’s Board.

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While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the fund’s vote in a manner that, in the Committee’s view, will maximize the value of the fund’s investment, subject to the individual circumstances of the fund.

I. The Board of Directors

A. Election of directors

Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.

Although the funds will generally support the board’s nominees, the following factors will be taken into account in determining each fund’s vote:

Factors For Approval Factors Against Approval
Nominated slate results in board made up of a majority of Nominated slate results in board made up of a majority of
independent directors. non-independent directors.
All members of Audit, Nominating, and Compensation Audit, Nominating, and/or Compensation committees include
committees are independent of management. non-independent members.
  Incumbent board member failed to attend at least 75% of meetings
  in the previous year.
  Actions of committee(s) on which nominee serves are inconsistent with
  other guidelines (e.g., excessive equity grants, substantial non-audit fees,
  lack of board independence).
  Actions of committee(s) on which nominee serves demonstrate serious
  failures of governance (e.g., unilaterally acting to significantly reduce
  shareholder rights, failure to respond to previous vote results for directors
  and shareholder proposals).

 

B. Contested director elections

In the case of contested board elections, we will evaluate the nominees’ qualifications, the performance of the incumbent board, and the rationale behind the dissidents’ campaign, to determine the outcome that we believe will maximize shareholder value.

C. Classified boards

The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.

D. Proxy access

We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a company’s proxy ballot. In our view, this improves shareholders’ ability to participate in director elections while potentially enhancing boards’ accountability and responsiveness to shareholders.

That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a company’s outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.

We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a company’s other governance provisions, as well as other relevant factors.

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II. Approval of Independent Auditors

The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support management’s recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.

III. Compensation Issues

A. Stock-based compensation plans

Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.

An independent compensation committee should have significant latitude to deliver varied compensation to motivate the company’s employees. However, we will evaluate compensation proposals in the context of several factors (a company’s industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the company’s other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.

The following factors will be among those considered in evaluating these proposals:

Factors For Approval Factors Against Approval
Company requires senior executives to hold a minimum amount Total potential dilution (including all stock-based plans) exceeds 15% of
of company stock (frequently expressed as a multiple of salary). shares outstanding.
Company requires stock acquired through equity awards to be Annual equity grants have exceeded 2% of shares outstanding.
held for a certain period of time.  
Compensation program includes performance-vesting awards, Plan permits repricing or replacement of options without
indexed options, or other performance-linked grants. shareholder approval.
Concentration of equity grants to senior executives is limited Plan provides for the issuance of reload options.
(indicating that the plan is very broad-based).  
Stock-based compensation is clearly used as a substitute for Plan contains automatic share replenishment (evergreen) feature.
cash in delivering market-competitive total pay.  

 

B. Bonus plans

Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the IRC, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.

C. Employee stock purchase plans

The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.

D. Advisory votes on executive compensation (Say on Pay)

In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies’ overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the company’s performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.

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E. Executive severance agreements (golden parachutes)

Although executives’ incentives for continued employment should be more significant than severance benefits, there are instances—particularly in the event of a change in control—in which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executive’s termination (so-called “double trigger” plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called “single trigger” plans).

IV. Corporate Structure and Shareholder Rights

The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders’ ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.

The funds’ positions on a number of the most commonly presented issues in this area are as follows:

A. Shareholder rights plans (poison pills)

A company’s adoption of a so-called poison pill effectively limits a potential acquirer’s ability to buy a controlling interest without the approval of the target’s board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.

In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:

Factors For Approval Factors Against Approval
Plan is relatively short term (3-5 years). Plan is long term (>5 years).
Plan requires shareholder approval for renewal. Renewal of plan is automatic or does not require shareholder approval.
Plan incorporates review by a committee of independent Board with limited independence.
directors at least every three years (so-called TIDE provisions).  
Ownership trigger is reasonable (15-20%). Ownership trigger is less than 15%.
Highly independent, non-classified board. Classified board.
Plan includes permitted-bid/qualified-offer feature (chewable  
pill) that mandates a shareholder vote in certain situations.  

 

B. Increase in authorized shares

The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a company’s specific circumstances and market practices.

C. Cumulative voting

The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.

D. Supermajority vote requirements

The funds support shareholders’ ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.

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E. Right to call meetings and act by written consent

The funds support shareholders’ right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.

F. Confidential voting

The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.

G. Dual classes of stock

We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.

V. Corporate and Social Policy Issues

We vote case by case on all environmental and social proposals. We evaluate these resolutions in the context of our view that a company’s board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. We evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosure and business practices, and any progress by the company toward the adoption of best practices and/or industry norms.

VI. Voting in Foreign Markets

Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each fund’s votes will be used, where applicable, to advocate for improvements in governance and disclosure by each fund’s portfolio companies. We will evaluate issues presented to shareholders for each fund’s foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.

Many foreign markets require that securities be “blocked” or reregistered to vote at a company’s meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.

The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.

VII. Voting Shares of a Company that has an Ownership Limitation

Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies’ governing documents.

A company’s governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the company’s shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the company’s specified limit is in the best interests of the fund and its shareholders.

B-67


 

In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuer’s voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuer’s voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuer’s entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a bank’s outstanding voting shares without seeking prior regulatory approval, provided the funds’ shares in excess of 10% are mirror voted or not voted at all.

These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.

VIII. Voting on a Fund’s Holdings of Other Vanguard Funds

Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.

IX. Investment Stewardship

The Board has delegated the day-to-day operation of the funds’ proxy voting process to the Investment Stewardship team (Investment Stewardship), which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when Investment Stewardship will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Board’s or the Committee’s discretion, such action is warranted.

Investment Stewardship performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. Investment Stewardship also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.

X. The Investment Stewardship Oversight Committee

The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.

The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.

The Committee works with Investment Stewardship to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguard’s Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each fund’s shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.

The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguard’s website at vanguard.com.

You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguard’s website at vanguard.com or the SEC’s website at www.sec.gov.

B-68


 

FINANCIAL STATEMENTS

Each Fund’s Financial Statements for the fiscal year ended January 31, 2018, appearing in the Funds‘ 2018 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Fund’s performance, please see the Funds‘ Annual and Semiannual Reports to Shareholders, which may be obtained without charge.

DESCRIPTION OF BOND RATINGS

Moody’s Rating Symbols

The following describe characteristics of the global long-term (original maturity of 1 year or more) bond ratings provided by Moody’s Investors Service, Inc. (Moody’s):

Aaa—Judged to be obligations of the highest quality, they are subject to the lowest level of credit risk.

Aa—Judged to be obligations of high quality, they are subject to very low credit risk. Together with the Aaa group, they make up what are generally known as high-grade bonds.

A—Judged to be upper-medium-grade obligations, they are subject to low credit risk.

Baa—Judged to be medium-grade obligations, subject to moderate credit risk, they may possess certain speculative characteristics.

Ba—Judged to be speculative obligations, they are subject to substantial credit risk.

B—Considered to be speculative obligations, they are subject to high credit risk.

Caa—Judged to be speculative obligations of poor standing, they are subject to very high credit risk.

Ca—Viewed as highly speculative obligations, they are likely in, or very near, default, with some prospect of recovery of principal and interest.

C—Viewed as the lowest rated obligations, they are typically in default, with little prospect for recovery of principal and interest.

Moody’s also supplies numerical indicators (1, 2, and 3) to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking toward the lower end of the category.

The following describe characteristics of the global short-term (original maturity of 13 months or less) bond ratings provided by Moody’s. This ratings scale also applies to U.S. municipal tax-exempt commercial paper.

Prime-1 (P-1)—Judged to have a superior ability to repay short-term debt obligations. Prime-2 (P-2)—Judged to have a strong ability to repay short-term debt obligations. Prime-3 (P-3)—Judged to have an acceptable ability to repay short-term debt obligations. Not Prime (NP)—Cannot be judged to be in any of the prime rating categories.

The following describe characteristics of the U.S. municipal short-term bond ratings provided by Moody’s:

Moody’s ratings for state and municipal notes and other short-term (up to 3 years) obligations are designated Municipal Investment Grade (MIG).

MIG 1—Indicates superior quality, enjoying the excellent protection of established cash flows, liquidity support, and broad-based access to the market for refinancing.

MIG 2—Indicates strong credit quality with ample margins of protection, although not as large as in the preceding group.

MIG 3—Indicates acceptable credit quality, with narrow liquidity and cash-flow protection and less well-established market access for refinancing.

B-69


 

SG—Indicates speculative credit quality with questionable margins of protection.

Standard and Poor’s Rating Symbols

The following describe characteristics of the long-term (original maturity of 1 year or more) bond ratings provided by Standard and Poor’s:

AAA—These are the highest rated obligations. The capacity to pay interest and repay principal is extremely strong.

AA—These also qualify as high-grade obligations. They have a very strong capacity to pay interest and repay principal, and they differ from AAA issues only in small degree.

A—These are regarded as upper-medium-grade obligations. They have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

BBB—These are regarded as having an adequate capacity to pay interest and repay principal. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity in this regard. This group is the lowest that qualifies for commercial bank investment.

BB, B, CCC, CC, and C—These obligations range from speculative to significantly speculative with respect to the capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest.

D—These obligations are in default, and payment of principal and/or interest is likely in arrears.

The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (–) sign to show relative standing within the major rating categories.

The following describe characteristics of short-term (original maturity of 365 days or less) bond and commercial paper ratings designations provided by Standard and Poor’s:

A-1—These are the highest rated obligations. The capacity of the obligor to pay interest and repay principal is strong. The addition of a plus sign (+) would indicate a very strong capacity.

A-2—These obligations are somewhat susceptible to changing economic conditions. The obligor has a satisfactory capacity to pay interest and repay principal.

A-3—These obligations are more susceptible to the adverse effects of changing economic conditions, which could lead to a weakened capacity to pay interest and repay principal.

B—These obligations are vulnerable to nonpayment and are significantly speculative, but the obligor currently has the capacity to meet its financial commitments.

C—These obligations are vulnerable to nonpayment, but the obligor must rely on favorable economic conditions to meet its financial commitment.

D—These obligations are in default, and payment of principal and/or interest is likely in arrears.

The following describe characteristics of U.S. municipal short-term (original maturity of 3 years or less) note ratings provided by Standard and Poor’s:

SP-1—This designation indicates a strong capacity to pay principal and interest. SP-2—This designation indicates a satisfactory capacity to pay principal and interest. SP-3—This designation indicates a speculative capacity to pay principal and interest.

SAI 028 052018

B-70


PART C

VANGUARD FIXED INCOME SECURITIES FUNDS
OTHER INFORMATION

Item 28. Exhibits

(a) Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 104 dated February 9, 2015, is hereby incorporated by reference.

(b) By-Laws, Amended and Restated By-Laws, is filed herewith.

(c) Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. (d) Investment Advisory Contracts, for Wellington Management Company LLP (with respect to Vanguard GNMA Fund, Vanguard Long-Term Investment-Grade Fund, and Vanguard High-Yield Corporate Fund), filed with Post-Effective Amendment No. 94 dated May 30, 2012, is hereby incorporated by reference. The Vanguard Group, Inc., provides investment advisory services to Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard Intermediate-Term Investment-Grade Fund, Vanguard Long-Term Treasury Fund, Vanguard Long-Term Investment-Grade Fund, and Vanguard Real Estate II Index Fund at cost pursuant to the Fifth Amended and Restated Funds’ Service Agreement, refer to Exhibit (h) below.

(e) Underwriting Contracts, not applicable.

(f) Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in Part B of this Registrant Statement.

(g) Custodian Agreements, for JP Morgan Chase Bank, The Bank of New York Mellon, and State Street Bank and Trust Company, are filed herewith.

(h) Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, is filed herewith.

(i) Legal Opinion, not applicable.

(j) Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. (k) Omitted Financial Statements, not applicable.

(l) Initial Capital Agreements, not applicable. (m) Rule 12b-1 Plan, not applicable.

(n) Rule 18f-3 Plan, is filed herewith. (o) Reserved.

(p) Codes of Ethics, for The Vanguard Group, Inc., and Wellington Management Company LLP, are filed herewith.

Item 29. Persons Controlled by or under Common Control with Registrant

The Registrant does not control and is not under common control with any other person.

Item 30. Indemnification

The Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the ByLaws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.


 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 31. Business and Other Connections of Investment Advisers

Wellington Management Company LLP (Wellington Management) is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).

The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).

Item 32. Principal Underwriters

a) Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of over 200 funds.

(b) The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.

Name Positions and Office with Underwriter Positions and Office with Funds
Karin A.Risi Director and Chairman and Principal and Chief Executive None
  Officer Designee  
Scott A. Conking Director and Principal None
Kevin Justice Director and Principal None
Christopher D. McIsaac Director and Principal None
Thomas M. Rampulla Director and Principal None
Michael Rollings Director and Principal Finance Director
John E. Schadl Director and Principal and General Counsel None
Mortimer J. Buckley President Chief Executive Officer, President and
    Trustee
Brian Dvorak Assistant Vice President Chief Compliance Officer
Caroline Cosby Secretary None
Beth Morales Singh Assistant Secretary None
Aisling Murphy Chief Compliance Officer None
John T. Marcante Chief Information Officer None
Ellen Rinaldi Chief Information Security Officer None
Salvatore L. Pantalone Financial and Operations Principal and Treasurer None
Amy M. Laursen Financial and Operations Principal None
Danielle Corey Annuity and Insurance Officer None

 


 

Name   Positions and Office with Underwriter Positions and Office with Funds
Jeff Seglem Annuity and Insurance Officer None
Matthew Benchener Principal None
John Bendl   Principal None
Saundra K. Cusumano Principal None
James M. Delaplane Jr. Principal None
Kathleen A. Graham-Kelly Principal None
Andrew Kadjeski Principal None
Martha G. King Principal None
Phillip Korenman Principal None
Mike Lucci   Principal None
Alba E. Martinez Principal None
Brian McCarthy Principal None
James M. Norris Principal None
David Petty   Principal None
Frank Satterthwaite Principal None
 
(c) Not applicable.  

 

Item 33. Location of Accounts and Records

The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodians, The Bank of New York Mellon, 225 Liberty Street, New York, NY 10286, and JP Morgan Chase Bank, 383 Madison Avenue, New York, NY 10179; and the Registrant’s investment advisors at their respective locations identified in this Registration Statement.

Item 34. Management Services

Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.

Item 35. Undertakings

Not applicable.


 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 23rd day of May, 2018.

VANGUARD FIXED INCOME SECURITIES FUNDS

BY: /s/ Mortimer J. Buckley*

Mortimer J. Buckley
Chief Executive Officer, President, and Trustee

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

Signature Title Date
 
/s/ F. William McNabb III* Chairman of the Board of May 23, 2018
  Trustees  
F. William McNabb III    
/s/ Mortimer J. Buckley* Chief Executive Officer, May 23, 2018
  President, and Trustee  
Mortimer J. Buckley    
/s/ Emerson U. Fullwood* Trustee May 23, 2018
Emerson U. Fullwood    
/s/ Amy Gutmann* Trustee May 23, 2018
Amy Gutmann    
/s/ JoAnn Heffernan Heisen* Trustee May 23, 2018
JoAnn Heffernan Heisen    
/s/ F. Joseph Loughrey* Trustee May 23, 2018
F. Joseph Loughrey    
/s/ Mark Loughridge* Trustee May 23, 2018
Mark Loughridge    
/s/ Scott C. Malpass* Trustee May 23, 2018
Scott C. Malpass    
/s/ Deanna Mulligan* Trustee May 23, 2018
Deanna Mulligan    
/s/ André F. Perold* Trustee May 23, 2018
André F. Perold    
/s/ Sarah Bloom Raskin* Trustee May 23, 2018
Sarah Bloom Raskin    
/s/ Peter F. Volanakis* Trustee May 23, 2018
Peter F. Volanakis    
/s/ Thomas J. Higgins* Chief Financial Officer May 23, 2018
Thomas J. Higgins    

 

*By: /s/ Anne E. Robinson

Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see File Number 33-32216, Incorporated by Reference.


 

INDEX TO EXHIBITS
By-Laws, Amended and Restated By-Laws. Ex-99.B
Custodian Agreements, JP Morgan Chase Bank. Ex-99.G
Custodian Agreements, The Bank of New York Mellon. Ex-99.G
Custodian Agreements, State Street Bank and Trust Company Ex-99.G
Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement Ex-99.H
Other Opinions, Consent of Independent Registered Public Accounting Firm Ex-99.J
Rule 18f-3 Plan. Ex-99.N
Codes of Ethics, The Vanguard Group, Inc Ex-99.P
Codes of Ethics, Wellington Management Company LLP Ex-99.P

 


AMENDED AND RESTATED

BY-LAWS

OF

VANGUARD FIXED INCOME SECURITIES FUNDS

These By-Laws of Vanguard Fixed Income Securities Funds, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008, as from time to time amended, supplemented or restated (the Declaration of Trust ). In the event of any conflict between the provisions of these By-Laws and the provisions of the Declaration of Trust, the provisions of the Declaration of Trust will control. Capitalized terms used herein which are defined in the Declaration of Trust are used as therein defined.

ARTICLE I

Fiscal Year and Offices

Section 1. Fiscal Year. Unless otherwise provided by resolution of the Board of Trustees, the fiscal year of the Trust shall begin on the 1st day of February and end on the last day of January.

Section 2. Delaware Office . The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trust s registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a foreign corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.

Section 3. Principal Office. The principal office of the Trust shall be located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, or such other location s the Trustees may from time to time determine.

Section 4. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. Meetings of the Shareholders for the election of Trustees shall be held in such place as shall be fixed by resolution of the


Board of Trustees and stated in the notice of the meeting.

Section 2. Annual Meetings. An annual meeting of Shareholders will not be held unless the 1940 Act requires the election of Trustees to be acted upon.

Section 3. Special Meetings. Special meetings of the Shareholders may be called at any time by the chairman, or president, or by the Board of Trustees, and shall be called by the secretary upon written request of the holders of Shares entitled to cast not less than twenty percent of all the votes entitled to be cast at such meeting provided that (a) such request shall state the purposes of such meeting and the matters proposed to be acted on, (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such Shareholders, and (c) the Shareholders requesting such meeting must provide ninety (90) days advance notice of business to be brought to a vote at a shareholder meeting and for nomination of directors, unless such notice runs counter to the proxy rules under the Securities Exchange Act of 1934. No special meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders held during the preceding twelve months. The foregoing provisions of this Section 3 notwithstanding a special meeting of Shareholders shall be called upon the request of the holders of at least ten percent of the votes entitled to be cast for the purpose of consideration removal of a Trustee from office as provided in section 16(c) of the 1940 Act.

Section 4. Notice. Not less than ten, nor more than one hundred (100) days before the date of every annual or special meeting, the secretary shall cause to be delivered to each Shareholder entitled to vote at such meeting a written notice in accordance with Article IV, Section 1 of these By-Laws stating the time and place of the meeting and, in the case of a special meeting of Shareholders, shall state the purposes of the meeting and the matters to be acted on and the purposes of such special meeting and matters to be acted on shall be limited to those stated in such written notice. Notice of adjournment of a Shareholders meeting to another time or place need not be given, if such time and place are announced at the meeting. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.

Section 5. Record Date for Meetings. The Board of Trustees may fix in advance a date not more than one hundred (100), nor less than ten, days prior to the date of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any

2


such record date fixed as aforesaid.

Section 6. Quorum. Except as otherwise provided by the 1940 Act or in the Trust s Declaration of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all Shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the meeting.

If, however, a quorum shall not be present or represented at any meeting of the Shareholders, either the chairman of the meeting (without a Shareholder vote) or the holders of a majority of the votes present or in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders of record entitled to vote at a Shareholders meeting that has been postponed or reconvened after one or more adjournments shall be deemed to be the Shareholders on the original record date, unless the Trustees have fixed a new record date.

Section 7. Voting. Each Shareholder shall have one vote for each dollar (and a fractional vote for each fractional dollar) of the net asset value of each share (including fractional Shares) held by such Shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of Shareholders. For purposes of this section and Section 6 of this Article II, net asset value shall be determined pursuant to Section 3, Article VIII of these By-Laws as of the record date for such meeting set pursuant to Section 5. There shall be no cumulative voting in the election of Trustees. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote either in person or by written proxy signed by the Shareholder, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the secretary, or with such other officer or agent of the Trust as the secretary may direct, for verification prior to the time at which such vote shall be taken; provided, however, that notwithstanding any other provision of this Section 7 to the contrary, the Trustees or any officer of the Trust with responsibility for such matters may at any time adopt one or more electronic, telecommunication, telephonic, computerized or other alternatives to execution of a written instrument that will enable Shareholders entitled to vote at any meeting to appoint a proxy to vote such Shareholders Shares at such meeting; provided, further, that, until the Trustees or such officer adopt such electronic, telecommunication, telephonic, computerized or other alternatives, no Shareholder may act to appoint a proxy to vote such holder s Shares at a meeting by any such alternatives and if the Trustees or such officer do adopt such electronic, telecommunication, telephonic, computerized or other alternatives, then Shareholders may only act in the manner prescribed by the Trustees. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. When any share is held jointly by several persons, any one of them may vote at any meeting in

3


person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such share. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Except as otherwise provided herein or in the Declaration of Trust or the Delaware Act, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were Shareholders of a Delaware corporation.

At all meetings of the Shareholders, a quorum being present, the Trustees shall be elected by the vote of a plurality of the votes cast by Shareholders present in person or by proxy and all other matters shall be decided by majority of the votes cast by Shareholders present in person or by proxy, unless the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. There shall be no cumulative voting for Trustees. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.

Section 8. Inspectors. At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the chairman of the meeting may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken.

Section 9. Stock Ledger and List of Shareholders. It shall be the duty of the secretary or assistant secretary of the Trust to cause an original or duplicate share ledger to be maintained at the office of the Trust s transfer agent. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.

Section 10. Action Without Meeting. Any action to be taken by Shareholders may be taken without a meeting if (a) all Shareholders entitled to vote on the matter consent to the action in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents are filed with the records of the meeting of Shareholders. Such

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consent shall be treated for all purposes as a vote at a meeting.

ARTICLE III

Trustees

Section 1. Place of Meeting. Meetings of the Board of Trustees, regular or special, may be held at any place as the Board may from time to time determine.

Section 2. Quorum. At all meetings of the Board of Trustees, one-third of the Trustees then in office shall constitute a quorum for the transaction of business provided that in no case may a quorum be fewer than two persons (unless there is only one Trustee then in office, in which case such Trustee shall constitute a quorum). The action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board of Trustees unless the concurrence of a greater proportion is required for such action by the 1940 Act or the Declaration of Trust. If a quorum shall not be present at any meeting of Trustees, the Trustees present thereat may by a majority vote adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

Section 3. Regular Meetings. Regular meetings of the Board of Trustees may be held without additional notice at such time and place as shall from time to time be determined by the Board of Trustees provided that notice of any change in the time or place of such meetings shall be sent promptly to each Trustee not present at the meeting at which such change was made in the manner provided for notice of special meetings.

Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by the chairman or president on one day s notice to each Trustee; special meetings shall be called by the chairman or president or secretary in like manner and on like notice on the written request of two Trustees.

Section 5. Telephone Meeting. Members of the Board of Trustees or a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.

Section 6. Informal Actions. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by a majority of the Trustees then in office or by a majority of the members of such committee, as the case may be (unless, in either case, the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question). Any such written consent shall be filed with the minutes of proceedings of the Board or committee, as applicable.

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Section 7. Committees. The Board of Trustees may appoint from among its members an Executive Committee and other committees composed of two or more Trustees, and may delegate to such committees any or all of the powers of the Board of Trustees in the management of the business and affairs of the Trust.

Section 8. Action of Committees. In the absence of an appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be fewer than two Trustees. The committees shall keep minutes of their proceedings and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.

Section 9. Election of Chairman. The Board of Trustees shall choose a Chairman. The Chairman of the Board of Trustees shall hold his post for such term and shall perform and execute such duties and administrative powers as the Board of Trustees shall prescribe from time to time.

Section 10. Other Executive Posts. The Board of Trustees from time to time may appoint such other Executive Posts as it shall deem advisable, who shall hold their posts for such terms and shall perform and execute such executive duties and administrative powers as the Board of Trustees shall from time to time prescribe.

ARTICLE IV

Notices

Section 1. Form. Subject to the 1940 Act, notices and all other communications to Shareholders shall be in writing and delivered personally, or sent by electronic transmission to an electronic mail address provided by the Shareholder or mailed to the Shareholders at their addresses appearing on the books of the Trust. Notices to Trustees shall be oral or by telephone or in writing delivered personally or mailed to the Trustees at their addresses appearing on the books of the Trust or by electronic transmission to an electronic mail address provided by the Trustee. Notice by mail shall be deemed to be given at the time when the same shall be mailed and notice by electronic transmission shall be deemed given at the time when sent. Subject to the provisions of the 1940 Act, notice to Trustees need not state the purpose of a regular or special meeting.

Section 2. Waiver. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a committee is required to be given under the

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provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees or a committee in person, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE V

Officers

Section 1. Executive Officers. The officers of the Trust shall be chosen by the Board of Trustees and shall include a president, a secretary and a treasurer. The Board of Trustees may, from time to time, elect or appoint a controller, one or more vice presidents, assistant secretaries, assistant treasurers, and assistant controllers. The same person may hold two or more offices, except that no person shall be both president and vice president and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Declaration of Trust or these By-Laws to be executed, acknowledged or verified by two or more officers.

Section 2. Election. The Board of Trustees shall choose a president, a secretary and a treasurer.

Section 3. Other Officers. The Board of Trustees from time to time may appoint such other officers and agents as it shall deem advisable, who shall hold their offices for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board of Trustees. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.

Section 4. Compensation. The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 3 of this Article V.

Section 5. Tenure. The officers of the Trust shall serve at the pleasure of the Board of Trustees. Any officer or agent may be removed by the affirmative vote of the Board of Trustees with or without cause whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed pursuant to Section 3 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees. Any vacancy occurring in any office of the Trust by death, resignation, removal or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 3 the power of appointment has been conferred by the Board of Trustees on any other officer.

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Section 6. President and Chief Executive Officer. The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section 7. Vice President. The vice presidents, in order of their seniority, shall, in the absence or disability of the chief executive officer, perform the duties and exercise the powers of the chief executive officer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.

Section 8. Secretary. The secretary shall attend all meetings of the Board of Trustees and all meetings of the Shareholders and record all the proceedings thereof and shall perform like duties for any committee when required. He shall give, or cause to be given, notice of meetings of the Shareholders and of the Board of Trustees, shall have charge of the records of the Trust, including the stock books, and shall perform such other duties as may be prescribed by the Board of Trustees or chief executive officer, under whose supervision he shall be. He shall keep in safe custody the seal of the Trust and, when authorized by the Board of Trustees, shall affix and attest the same to any instrument requiring it. The Board of Trustees may give general authority to any other officer to affix the seal of the Trust and to attest the affixing by his signature.

Section 9. Assistant Secretaries. The assistant secretaries in order of their seniority, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the Board of Trustees or the chief executive officer shall prescribe.

Section 10. Treasurer. The treasurer, unless another officer has been so designated, shall be the chief financial officer of the Trust. He shall have general charge of the finances and books of account of the Trust. Except as otherwise provided by the Board of Trustees, he shall have general supervision of the funds and property of the Trust and of the performance by the custodian of its duties with respect thereto. He shall render to the Board of Trustees, whenever directed by the Board of Trustees, an account of the financial condition of the Trust and of all his transactions as treasurer. He shall cause to be prepared annually a full and correct statement of the affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform all of the acts incidental to the office of treasurer, subject to the control of the Board of Trustees or the chief executive officer.

Section 11. Assistant Treasurer. The assistant treasurer shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.

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ARTICLE VI

Indemnification and Insurance

Section 1. Agents, Proceedings and Expenses. For the purpose of this Article, agent means any person who is or was a Trustee or officer of this Trust and any person who, while a Trustee or officer of this Trust, is or was serving at the request of this Trust as a Trustee, director, officer, partner, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; Trust includes any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessor s existence ceased upon consummation of the transaction; proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative; and expenses includes without limitation attorney s fees and any expenses of establishing a right to indemnification under this Article.

Section 2. Actions Other Than by Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trust s best interests and (b) in all other cases, that his conduct was at least not opposed to the Trust s best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth in this Section. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person did not meet the requisite standard of conduct set forth in this Section.

Section 3. Actions by the Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 4. Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the

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reckless disregard of the duties involved in the conduct of the agent s office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a)      In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person s official capacity; or
 
(b)      In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that person s duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or
 
(c)      Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.
 

Section 5. Successful Defense by Agent. To the extent that an agent of this Trust has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 2 or 3 of this Article before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.

Section 6. Required Approval. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article, by:

(a)      A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust
 

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  (as defined in the 1940 Act);
 
(b)      A written opinion by an independent legal counsel; or
 
(c)      The Shareholders; however, Shares held by agents who are parties to the proceeding may not be voted on the subject matter under this Sub-Section.
 

Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the agent of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and (b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible.

Section 8. Other Contractual Rights. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.

Section 9. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:

(a)      That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the Shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or
 
(b)      That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
 

Section 10. Insurance. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the agent or employee in such capacity or arising out of the agent s or employee s status as such to the fullest extent permitted by law.

Section 11. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary

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of an employee benefit plan in that person s capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.

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ARTICLE VII

Shares of Beneficial Interest

Section 1. Certificates. A certificate or certificates representing and certifying the series or class and the full, but not fractional, number of Shares of beneficial interest owned by each Shareholder in the Trust shall not be issued except as the Board of Trustees may otherwise determine from time to time. Any such certificate issued shall be signed by facsimile signature or otherwise by the chairman or president or a vice president and counter-signed by the secretary or an assistant secretary or the treasurer or an assistant treasurer.

Section 2. Signature. In case any officer who has signed any certificate ceases to be an officer of the Trust before the certificate is issued, the certificate may nevertheless be issued by the Trust with the same effect as if the officer had not ceased to be such officer as of the date of its issue.

Section 3. Recording and Transfer Without Certificates. The Trust shall have the full power to participate in any program approved by the Board of Trustees providing for the recording and transfer of ownership of the Trust s Shares by electronic or other means without the issuance of certificates.

Section 4. Lost Certificates. The Board of Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to have been stolen, lost or destroyed, or upon other satisfactory evidence of such theft, loss or destruction and may in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to give the Trust a bond with sufficient surety, to the Trust to indemnify it against any loss or claim that may be made by reason of the issuance of a new certificate.

Section 5. Transfer of Shares. Transfers of Shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the Trust) (i) if a certificate or certificates have been issued, upon the surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such Shares, or (ii) as otherwise prescribed by the Board of Trustees. Every certificate exchanged, surrendered for redemption or otherwise returned to the Trust shall be marked Canceled with the date of cancellation.

Section 6. Registered Shareholders. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to

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recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.

Section 7. Transfer Agents and Registrars. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing Shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid unless so countersigned.

Section 8. Stock Ledger. The Trust shall maintain an original stock ledger containing the names and addresses of all Shareholders and the number and series or class of Shares held by each Shareholder. Such stock ledger may be in written form or any other form capable of being converted into written form within reasonable time for visual inspection.

ARTICLE VIII

General Provisions

Section 1. Custodianship. Except as otherwise provided by resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust. Subject to the approval of the Board of Trustees, the custodian may enter into arrangements with securities depositories, provided such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

Section 2. Execution of Instruments. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust may be signed by the chairman or president or a vice president or the treasurer or the secretary or any other duly authorized officer or agent of the Trust, which authority may be general or specific.

Section 3. Net Asset Value. Subject to Section 1 of Article VI of the Declaration of Trust, the net asset value per Share shall be determined separately as to each series or class of the Trust s Shares, by dividing the sum of the total market value of the series or class s investments and other assets, less any liabilities, by the total outstanding Shares of such series or class, subject to the 1940 Act and any other applicable Federal securities law or rule or regulation currently in effect.

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ARTICLE IX

Amendments

The Board of Trustees, without a vote by the Shareholders, shall have the power to make, alter and repeal the By-Laws of the Trust.

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AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N. A. ( Bank ), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open - end management investment companies listed on Exhibit 1 of this Agreement, registered with the U. S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act ), organized as Delaware statutory trusts (each a Trust ), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a Fund ), each Trust and their respective Funds with a place of business at P. O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as Customer.

1. INTENTION OF THE PARTIES; DEFINITIONS

1.1      INTENTION OF THE PARTIES.
 
  (a)      This Agreement sets out the terms governing custodial, settlement and certain other
 
  associated      services offered by Bank to Customer. Bank shall be responsible for the performance of only
 

those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Bank s operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder.

(b) Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk.

1.2      DEFINITIONS.
 
  (a) As used herein, the following terms have the meaning hereinafter stated.
 
ACCOUNT       has the meaning set forth in Section 2.1 of this Agreement.
 

AFFILIATE means an entity controlling, controlled by, or under common control with, Bank.

AFFILIATED SUBCUSTODIAN means a Subcustodian that is an Affiliate.

APPLICABLE LAW means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.

AUTHORIZED PERSON means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person.

BANK INDEMNITEES means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.

BANK S LONDON BRANCH means the London branch office of Bank.

CASH ACCOUNT has the meaning set forth in Section 2.1(a)(ii) .


CORPORATE ACTION means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.

COUNTRY RISK means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the country s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

CUSTOMER means individually each Trust and their respective Funds as listed on Exhibit 1 hereto.

ENTITLEMENT HOLDER means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.

FINANCIAL ASSET means, as the context requires, either the asset itself or the means by which a person s claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. Financial Asset includes any Global Assets but does not include cash.

FUND means each portfolio of each Trust and listed on Exhibit 1 hereto.

GLOBAL ASSET means any Financial Asset (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States.

INSTRUCTIONS has the meaning set forth in Section 3.1 of this Agreement.

LIABILITIES means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys , accountants , consultants or experts fees and disbursements) .

SECURITIES means stocks, bonds, rights, warrants and other negotiable and non - negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. Securities also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.

SECURITIES ACCOUNT means each Securities custody account on Bank s records to which Financial Assets are or may be credited pursuant hereto.

SECURITIES DEPOSITORY has the meaning set forth in Section 5.1 of this Agreement.

SECURITIES ENTITLEMENT means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.

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SECURITIES INTERMEDIARY means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.

SUBCUSTODIAN has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.

TRUST means each open - end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto.

(b) All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa.

2. WHAT BANK IS REQUIRED TO DO

2.1      Set Up Accounts.
 
  (a)      Bank shall establish and maintain the following accounts ( Accounts ):
 
   (i) a Securities Account in the name of Customer on behalf of each Fund for Financial
 
  Assets,      which may be received by Bank or its Subcustodian for the account of Customer, including
 
  as      an Entitlement Holder; and
 

(ii) an account in the name of Customer ( Cash Account ) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer.

Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account.

(b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement.

(c) Except as precluded by Section 8 - 501(d) of the Uniform Commercial Code ( UCC ), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a securities account with Bank for and in the name of such Fund and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.

2.2 Cash Account .

Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Bank s London Branch. Any cash so deposited with Bank s London Branch shall be payable exclusively by Bank s London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

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2.3      Segregation of Assets; Nominee Name.
 
  (a) Bank shall identify in its records that Financial Assets credited to Customer s Securities
 
Account      belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank
 

and Customer) .

(b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customer s Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.

(c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian.

(d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.

2.4 Settlement of Trades .

When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customer s whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customer s counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.

2.5      Contractual Settlement Date Accounting.
 
  (a) Bank shall effect book entries on a contractual settlement date accounting basis as
 
described      below with respect to the settlement of trades in those markets where Bank generally offers
 

contractual settlement day accounting and shall notify Customer of these markets from time to time.

(i) Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered.

(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.

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Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.

(b) Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transaction s actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub - section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer.

2.6 Actual Settlement Date Accounting .

With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.

2.7      Income Collection; Autocredit.
 
  (a) Bank shall credit the Cash Account with income and redemption proceeds on Financial
 
Assets      in accordance with the times notified by Bank from time to time on or after the anticipated payment
 

date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect.

(b) Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.

2.8 Fractions / Redemptions by Lot .

In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.

2.9 Presentation of Coupons; Certain Other Ministerial Acts .

Until Bank receives Instructions to the contrary, Bank shall:

(a) present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;

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(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and

(c) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.

2.10      Corporate Actions; Class Action Litigation.
 
  (a) Bank will follow Corporate Actions through receipt of notices from issuers, from
 
Subcustodians,      Securities Depositories and notices published in industry publications and reported in
 

reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Bank s central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Bank s corporate actions department about U. S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.

(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.

2.11      Proxy Voting.
 
  (a) Bank shall provide Customer or its agent with details of Securities in the Account on a
 
daily      basis ( Daily Holdings Data ), and Bank or its agent shall act in accordance with Instructions from
 

an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data ( the proxy voting service ) . Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets.

(b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer.

(c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably

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practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.

(d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customer s request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Bank s customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case.

(e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.

2.12      Statements and Information Available On-Line.
 
  (a) Bank will send, or make available on-line, to Customer, at times mutually agreed, a
 
statement      of account in Bank s standard format for each Account maintained by Customer with Bank,
 

identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on - line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Bank s willful misconduct or bad faith.

(b) Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.

(c) Customer understands that records and reports, other than statements of account, that are available to it on - line on a real - time basis may not be accurate due to mis - postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on - line on a real - time basis.

2.13      Access to Bank s Records.
 
  (a) Bank shall create and maintain all records relating to its activities and obligations under
 
this      Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular
 

attention to Section 31 thereof and rules 31a - 1 and 31a - 2 thereunder. All such records shall be property of Customer. Bank will allow Customer s duly authorized officers, employees, and agents, including Customer s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer s independent

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public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

(b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customer s independent accountants with respect to Bank s activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

(c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Bank s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT - C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or any successor attestation standard) . In addition, from time to time as requested, Bank will furnish Customer a gap or bridge letter that will address any material changes that might have occurred in Customer s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a - l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub -certifications in connection with Sarbanes - Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Bank s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

2.14      Maintenance of Financial Assets at Bank and at Subcustodian Locations.
 
  (a) Unless Instructions require another location acceptable to Bank, Global Assets shall be
 
held      in the country or jurisdiction in which their principal trading market is located, where such Global
 

Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time.

(b) Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customer s own risk and Bank shall not be liable therefor.

2.15 Tax Reclaims .

Bank shall provide tax reclamation services as provided in Section 8.2.

2.16 Foreign Exchange Transactions .

To facilitate the administration of Customer s trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign

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exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.

2.17      Compliance with Securities and Exchange Commission ( SEC ) rule 17f-5 ( rule 17f-5 ).
 
  (a) Customer s board of directors (or equivalent body) (hereinafter Board ) hereby delegates
 
to      Bank, and, except as to the country or countries as to which Bank may, from time to time, advise
 

Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer s Foreign Custody Manager (as that term is defined in rule 17f - 5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f - 5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f -5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f - 5(c)(3)) .

(b)      In connection with the foregoing, Bank shall:
 
  (i) provide written reports notifying Customer s Board of the placement of Financial
 
Assets      and cash with particular Eligible Foreign Custodians and of any material change in the
 

arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);

(ii) exercise such reasonable care, prudence and diligence in performing as Customer s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;

(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f -5(c)(1)(i) - (iv);

(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f - 5(c)(2) .

(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.

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(c) Subject to (b)(i) - (v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. Each such contract shall, except as set forth in the last paragraph of this subsection (c), include provisions that provide:

(i) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract;

(ii) That Customer s Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws;

(iii) That beneficial ownership of Customer s Assets will be freely transferable without the payment of money or value other than for safe custody or administration;

(iv) That adequate records will be maintained identifying Customer s Assets as belonging to Customer or as being held by a third party for the benefit of Customer;

(v) That Customer s independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and

(vi) That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customer s Assets, including, but not limited to, notification of any transfer to or from Customer s account or a third party account containing Assets held for the benefit of Customer.

Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customer s Assets as the specified provisions, in their entirety.

(d) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.

(e) Bank represents to Customer that it is a U. S. Bank as defined in rule 17f - 5(a)(7) . Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customer s Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

(f) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable,

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but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care.

2.18      Compliance with SEC rule 17f-7 ( rule 17f-7 ).
 
  (a)      Bank shall, for consideration by Customer, provide an analysis of the custody risks
 
  associated      with maintaining Customer s foreign Financial Assets with each Eligible Securities Depository
 

used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer s foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank s Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customer s Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks.

(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above.

(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f - 7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time. )

2.19 Service Level Agreement .

Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank s Service Directory shall not be deemed to be such a written document.

3. INSTRUCTIONS

3.1      Acting on Instructions; Unclear Instructions.
 
  (a)      Bank is authorized to act under this Agreement (or to refrain from taking action) in
 
  accordance      with the instructions received by Bank, via telephone, telex, facsimile transmission, or other
 

teleprocess or electronic instruction or trade information system acceptable to Bank ( Instructions ) . Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank s negligence, bad faith, fraud, or willful misconduct.

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(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.

(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation.

(d) In executing or paying a payment order Bank may rely upon the identifying number (e. g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customer s name.

3.2 Security Devices .

Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.

3.3 Instructions; Contrary to Law/Market Practice .

Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section.

3.4 Cut - off Times .

Bank has established cut - off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut - off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.

3.5 Electronic Access .

Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.

4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK

4.1 Fees and Expenses .

Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time.

4.2 Overdrafts .

If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to

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Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Bank s part with respect to the settlement of transactions on Customer s behalf shall be asserted by Customer against Bank for Bank s refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.

4.3      Bank s Right Over Securities; Set-off.
 
  (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the
 
Securities      Account of a particular Fund as shall have a fair market value equal to the aggregate amount of
 

all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent ( Indebtedness ) . Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same- day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customer s request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are Indebtedness subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are Indebtedness subject to this Section 4.3.

(b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

5.1      Appointment of Subcustodians; Use of Securities Depositories.
 
  (a) Bank is authorized under this Agreement to act through and hold Customer s Global Assets
 
with      subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other
 

entities as Bank may appoint as subcustodians ( Subcustodians ) . At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add

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any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a Securities Depository ) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.

(b) Any agreement Bank enters into with a Subcustodian for holding Bank s customers assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customer s independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customer s assets, including, but not limited to, notification of any transfer to or from Customer s account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian s account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.

(d)      The term Subcustodian as used herein shall mean the following:
 
  (i)      a U. S. Bank as such term is defined in rule 17f-5; and
 
  (ii)      an Eligible Foreign Custodian as such term is defined in rule 17f-5 and any other
 
entity      that shall have been so qualified by exemptive order, rule or other appropriate action of the
 

SEC.

(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.

(e) The term securities depository as used herein when referring to a securities depository located outside the U.S. shall mean an Eligible Securities Depository as defined in rule 17f - 7, or that has otherwise been made exempt pursuant to an SEC exemptive order.

(f) The term securities depository as used herein when referring to a securities depository located in the U.S. shall mean a Securities Depository as defined in rule 17f - 4.

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5.2      Liability for Subcustodians.
 
  (a) Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank
 
shall      be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any
 

Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.

(b) Subject to Section 7.1(a) and Bank s duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodian s financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c) Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

5.3      Use of Agents.
 
  (a) Bank may provide certain services under this Agreement through third parties. These third
 
parties      may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank
 

shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.

(b) Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction.

6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER

6.1      Representations of Customer and Bank.
 
  (a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has
 
obtained      all necessary authorizations and consents, to deposit and control the Financial Assets and cash in
 

the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance

15


with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank s obligations hereunder.

(b) Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customer s obligations hereunder.

6.2 Customer to Provide Certain Information to Bank .

Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customer s organizational documents and its current audited and unaudited financial statements.

6.3 Customer is Liable to Bank Even if it is Acting for Another Person .

If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customer s principal.

6.4 Several Obligations of the Trusts and the Funds .

This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.

7. WHEN BANK IS LIABLE TO CUSTOMER

7.1      Standard of Care; Liability.
 
  (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable
 
care,      prudence and diligence in carrying out all of its duties and obligations under this Agreement (except
 

to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank s negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a) . Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.

(b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank s performance hereunder or Bank s role as custodian.

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(c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder) .

(d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.

(e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank).

(f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank s negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder) .

7.2 Force Majeure .

So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Bank s negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds

17


transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non - availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.

7.3 Bank May Consult With Counsel .

Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.

7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result .

Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.

8. TAXATION

8.1      Tax Obligations.
 
  (a) Customer confirms that Bank is authorized to deduct from any cash received or credited to
 
the      Cash Account any taxes or levies required by any revenue or Governmental authority for whatever
 

reason in respect of Customer s Accounts.

(b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non - resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting.

(c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U. S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether

18


such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer s failure to comply with the terms of this paragraph, or (y) Bank s own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank s failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Bank s negligent acts or omissions.

8.2      Tax Reclaims.
 
  (a) Subject to the provisions of this Section, Bank shall apply for a reduction of withholding
 
tax      and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited
 

to the Securities Account that Bank believes may be available.

(b) The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information.

(c) Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customer s tax position or status in any jurisdiction.

(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim.

9. TERMINATION

(a) Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customer s receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Bank s sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out - of -pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination

19


pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.

(b) In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination.

10. MISCELLANEOUS

10.1 Notices .

Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.

10.2 Successors and Assigns .

This Agreement shall be binding on each of the parties successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

10.3 Interpretation .

Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub - sections and paragraphs are to sub - sections of the sections and paragraphs of the sub - sections in which they appear.

10.4 Entire Agreement .

This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the Prior Agreement ), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered

20


to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement) .

10.5      Information Concerning Deposits at Bank.
 
  (a) Under U.S. federal law, deposit accounts that the Customer maintains in Bank s foreign
 
branches      (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event
 

of Bank s liquidation, foreign branch deposits have a lesser preference than U. S. deposits, and such foreign deposits are subject to cross - border risks.

(b) Bank s London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Bank s London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Bank s London Branch provides services in the event that they suffer a financial loss as a direct consequence of Bank s London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000.

(c) In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customer s Cash Account to the extent that such loss is directly attributable to Customer s investments in that market.

10.6 Confidentiality .

The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such party s counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.

10.7 Data Privacy and Security .

Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any

21


reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.

Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.

Bank shall respond to Customer s reasonable requests for information concerning Bank s information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Bank s discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire) . Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.

Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Bank s information security program.

Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer ( Breach of Security ); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Bank s other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Bank s ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customer s ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.

For these purposes, personal information shall mean (i) an individual s name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) driver s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account

22


number, (f) passport number, or (g) personal identification number or password that would permit access to a person s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual s account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing personal information shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

10.8 Business Continuity and Disaster Recovery .

Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back - up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.

10.9 Insurance .

Bank shall not be required to maintain any insurance coverage for the benefit of Customer.

10.10 Governing Law and Jurisdiction, Certification of Residency .

This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York s principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Bank s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

10.11      Severability and Waiver.
 
  (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in
 
any      respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and
 

enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.

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(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.

10.12 Counterparts .

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[Signature page to follow. ]

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EXHIBIT 1

Vanguard Admiral Funds

Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund

Vanguard S&P Mid - Cap 400 Growth Index Fund Vanguard S&P Mid - Cap 400 Index Fund Vanguard S&P Mid - Cap 400 Value Index Fund Vanguard S&P Small - Cap 600 Growth Index Fund Vanguard S&P Small - Cap 600 Index Fund Vanguard S&P Small - Cap 600 Value Index Fund

Vanguard Bond Index Funds

Vanguard Inflation - Protected Securities Fund Vanguard Intermediate - Term Bond Index Fund Vanguard Long - Term Bond Index Fund Vanguard Short - Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund

Vanguard Chester Funds

Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund

Vanguard CMT Funds

Vanguard Market Liquidity Fund

Vanguard Fixed Income Securities Funds Vanguard GNMA Fund


Vanguard High - Yield Corporate Fund Vanguard Long - Term Investment - Grade Fund Vanguard REIT II Index Fund Vanguard Ultra - Short - Term Bond Fund

Vanguard Index Funds

Vanguard Growth Index Fund Vanguard Mid - Cap Growth Index Fund Vanguard Mid - Cap Value Index Fund Vanguard Small - Cap Index Fund Vanguard Total Stock Market Index Fund

Vanguard Malvern Funds

Vanguard Short - Term Inflation - Protected Securities Index Fund

Vanguard Scottsdale Funds

Vanguard Intermediate - Term Corporate Bond Index Fund Vanguard Intermediate - Term Government Bond Index Fund Vanguard Long - Term Corporate Bond Index Fund Vanguard Long - Term Government Bond Index Fund Vanguard Mortgage - Backed Securities Index Fund Vanguard Short - Term Corporate Bond Index Fund Vanguard Short - Term Government Bond Index Fund

Vanguard Specialized Funds

Vanguard Dividend Appreciation Index Fund Vanguard Health Care Fund Vanguard Precious Metals and Mining Fund

Vanguard STAR Funds

Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard Total International Stock Index Fund

Vanguard Tax - Managed Funds

Vanguard Tax - Managed Balanced Fund

Vanguard Valley Forge Funds Vanguard Balanced Index Fund

Vanguard Variable Insurance Funds Global Bond Index Portfolio Total Bond Market Index Portfolio

Total International Stock Market Index Portfolio

Vanguard Wellesley Income Fund Vanguard Wellesley Income Fund


Vanguard Wellington Fund
Vanguard Wellington Fund

Vanguard Whitehall Funds
Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Fund Vanguard Global Wellington Fund Vanguard International Growth Fund

The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:

Vanguard Chester Funds
Vanguard PRIMECAP Fund

Vanguard Explorer Fund
Vanguard Explorer Fund

Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small - Cap Equity Fund

Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Large - Cap Index Fund
Vanguard Mid - Cap Index Fund
Vanguard Small - Cap Growth Index Fund
Vanguard Small - Cap Value Index Fund
Vanguard Value Index Fund

Vanguard Institutional Index Funds Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard International Equity Index Funds

Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All - World ex - US Index Fund


Vanguard FTSE All - World ex - US Small - Cap Index Fund Vanguard Global ex - U. S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund

Vanguard Malvern Funds

Vanguard Capital Value Fund Vanguard U. S. Value Fund

Vanguard Montgomery Funds Vanguard Market Neutral Fund

Vanguard Morgan Growth Fund Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund

Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund

Vanguard Tax - Managed Funds

Vanguard Developed Markets Index Fund

Vanguard Trustees Equity Fund

Vanguard Emerging Markets Select Stock Fund Vanguard International Value Fund

Vanguard Variable Insurance Funds Balanced Portfolio Capital Growth Portfolio Diversified Value Portfolio Equity Income Portfolio Equity Index Portfolio Growth Portfolio International Portfolio Mid - Cap Index Portfolio REIT Index Portfolio Small Company Growth Portfolio


Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund

Vanguard International Dividend Appreciation Index Fund Vanguard International High Dividend Yield Index Fund Vanguard Mid - Cap Growth Fund Vanguard Selected Value Fund

Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund

Vanguard World Fund

Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard FTSE Social Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U. S. Growth Fund Vanguard Utilities Index Fund


APPENDIX 1

Information Regarding Country Risk

1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):

A.      Opinions of local counsel concerning:
 

_X _ i. Whether applicable foreign law would restrict the access afforded Customer s independent public accountants to books and records kept by an eligible foreign custodian located in that country.

_X_   ii. Whether applicable foreign law would restrict the Customer s ability to recover its

 

Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

_X_   iii. Whether applicable foreign law would restrict the Customer s ability to recover
Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.

 

B.      Written information concerning:
 
_X_   i.   The   foreseeability   of   expropriation,   nationalization,   freezes,   or   confiscation   of

 

Customer s Financial Assets.

_X_   ii. Whether difficulties in converting Customer s cash and cash equivalents to U.S. dollars
are reasonably foreseeable.

 

C.      A market report with respect to the following topics:
 
(i)      securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv)
 

securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.

2. To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information:

Market flashes, including with respect to changes in the information in market reports.


ANNEX A - Electronic Access

1. Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the Products ) and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.

2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank- owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non - exclusive, non - transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the Data ) for the Customer s internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customer s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.

3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti- spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank s software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4. In cases where Bank s website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customer s inability to access or use the Products via Bank s website in the absence of Bank s gross negligence, fraud or willful misconduct.

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Bank s right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customer s usage of the Products or Bank s website (including, but not limited to, general usage


data and aggregated transaction data) . For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customer s confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.

6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) junk mail , spam , chain letters or unsolicited mass distribution of e - mail.

7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.

8. Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the Privacy Regulations ) . The Privacy Regulations may include, as applicable, the Federal Privacy of Consumer Financial Information Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm - Leach - Bliley Act of 1999 (15 U. S. C. §6801, et seq. ), the Health and Insurance Portability and Accountability Act of 1996 (42 U. S. C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.

9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.


SCHEDULE 1 AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)

MARKET   SUBCUSTODIAN   CASH CORRESPONDENT BANK
 
ARGENTINA   HSBC Bank Argentina S.A.   HSBC Bank Argentina S.A.
    Bouchard 680, 9th Floor   Buenos Aires
    C1106ABJ Buenos Aires    
    ARGENTINA    
 
AUSTRALIA   JPMorgan Chase Bank, N.A.**   Australia and New Zealand Banking
    Level 31, 101 Collins Street   Group Ltd.
    Melbourne 3000   Melbourne
    AUSTRALIA    
 
AUSTRIA   UniCredit Bank Austria AG   J.P. Morgan AG**
    Julius Tandler Platz 3   Frankfurt am Main
    A 1090 Vienna    
    AUSTRIA    
 
BAHRAIN   HSBC Bank Middle East Limited   HSBC Bank Middle East Limited
    Road No 2832   Al Seef
    Al Seef 428    
    BAHRAIN    
 
BANGLADESH   Standard Chartered Bank   Standard Chartered Bank
    Portlink Tower   Dhaka
    Level 6, 67 Gulshan Avenue    
    Gulshan    
    Dhaka 1212    
    BANGLADESH    
 
BELGIUM   BNP Paribas Securities Services S.C.A.   J.P. Morgan A.G.**
    Central Plaza Building   Frankfurt am Main
    Rue de Loxum, 25    
    7th Floor    
    1000 Brussels    
    BELGIUM    
 
BERMUDA   HSBC Bank Bermuda Limited   HSBC Bank Bermuda Limited
    6 Front Street   Hamilton
    Hamilton HM 11    
    BERMUDA    
 
BOTSWANA   Standard Chartered Bank Botswana Limited   Standard Chartered Bank Botswana
    5th Floor, Standard House   Limited
    P.O. Box 496   Gaborone
    Queens Road, The Mall    
    Gaborone    
    BOTSWANA    

 


BRAZIL   J.P. Morgan S.A. DTVM**   J.P. Morgan S.A. DTVM**
    Av. Brigadeiro Faria Lima, 3729, Floor 06   Sao Paulo
    Sao Paulo SP 04538 905    
    BRAZIL    
 
BULGARIA   Citibank Europe plc   ING Bank N. V.
    Serdika Offices   Sofia
    10th Floor    
    48 Sitnyakovo Blvd    
    Sofia 1505    
    BULGARIA    
 
CANADA   Canadian Imperial Bank of Commerce   Royal Bank of Canada
    1 York Street, Suite 900   Toronto
    Toronto Ontario M5J 0B6    
    CANADA    
 
    Royal Bank of Canada    
    155 Wellington Street West,    
    Toronto Ontario M5V 3L3    
    CANADA    
 
CHILE   Banco Santander Chile   Banco Santander Chile
    Bandera 140, Piso 4   Santiago
    Santiago    
    CHILE    
 
CHINA A   HSBC Bank (China) Company Limited   HSBC Bank (China) Company Limited
SHARE   33/F, HSBC Building, Shanghai ifc   Shanghai
    8 Century Avenue, Pudong    
    Shanghai 200120    
    THE PEOPLE'S REPUBLIC OF CHINA    
 
CHINA B   HSBC Bank (China) Company Limited   JPMorgan Chase Bank, N.A.**
SHARE   33/F, HSBC Building, Shanghai ifc   New York
    8 Century Avenue, Pudong    
    Shanghai 200120   JPMorgan Chase Bank, N.A.**
    THE PEOPLE'S REPUBLIC OF CHINA   Hong Kong
 
CHINA   JPMorgan Chase Bank, N.A.**   JPMorgan Chase Bank, N.A.**
CONNECT   48th Floor, One Island East   Hong Kong
    18 Westlands Road, Quarry Bay    
    HONG KONG    
 
COLOMBIA   Cititrust Colombia S.A.   Cititrust Colombia S.A.
    Carrera 9 A # 99 02, 3rd floor   Bogotá
    Bogota    
    COLOMBIA    

 


*COSTA RICA*   Banco BCT, S.A.   Banco BCT, S.A.
    150 Metros Norte de la Catedral   San Jose
    Metropolitana    
    Edificio BCT    
    San Jose    
    COSTA RICA    
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*    
 
CROATIA   Privredna banka Zagreb d.d.   Zagrebacka banka d.d.
    Radnicka cesta 50   Zagreb
    10000 Zagreb    
    CROATIA    
 
CYPRUS   HSBC Bank plc   J.P. Morgan AG**
    109 111, Messogian Ave.   Frankfurt am Main
    115 26 Athens    
    GREECE    
 
CZECH   UniCredit Bank Czech Republic and Slovakia,   Ceskoslovenska obchodni banka, a.s.
REPUBLIC   a.s.   Prague
    BB Centrum FILADELFIE    
    Zeletavska 1525 1    
    140 92 Prague 1    
    CZECH REPUBLIC    
 
DENMARK   Nordea Bank AB (publ)   Nordea Bank AB (publ)
    Christiansbro   Copenhagen
    Strandgade 3    
    P.O. Box 850    
    DK 0900 Copenhagen    
    DENMARK    
 
EGYPT   Citibank, N.A.   Citibank, N.A.
    4 Ahmed Pasha Street   Cairo
    Garden City    
    Cairo    
    EGYPT    
 
ESTONIA   Swedbank AS   J.P. Morgan AG**
    Liivalaia 8   Frankfurt am Main
    15040 Tallinn    
    ESTONIA    
 
FINLAND   Nordea Bank AB (publ)   J.P. Morgan AG**
    Aleksis Kiven katu 3 5   Frankfurt am Main
    FIN 00020 NORDEA Helsinki    
    FINLAND    
 
FRANCE   BNP Paribas Securities Services S.C.A.   J.P. Morgan AG**
    3, rue d'Antin   Frankfurt am Main
    75002 Paris    
    FRANCE    

 


GERMANY   Deutsche Bank AG   J.P. Morgan AG**
    Alfred Herrhausen Allee 16 24   Frankfurt am Main
    D 65760 Eschborn    
    GERMANY    
 
    J.P. Morgan AG#**    
    Taunustor 1 (TaunusTurm)    
    60310 Frankfurt am Main    
    GERMANY    
    # Custodian for local German custody clients    
    only.    
 
GHANA   Standard Chartered Bank Ghana Limited   Standard Chartered Bank Ghana Limited
    Accra High Street   Accra
    P.O. Box 768    
    Accra    
    GHANA    
 
GREECE   HSBC Bank plc   J.P. Morgan AG**
    Messogion 109 111   Frankfurt am Main
    11526 Athens    
    GREECE    
 
HONG KONG   JPMorgan Chase Bank, N.A.**   JPMorgan Chase Bank, N.A.**
    48th Floor, One Island East   Hong Kong
    18 Westlands Road, Quarry Bay    
    HONG KONG    
 
HUNGARY   Deutsche Bank AG   ING Bank N. V.
    Hold utca 27   Budapest
    H 1054 Budapest    
    HUNGARY    
 
*ICELAND*   Islandsbanki hf.   Islandsbanki hf.
    Kirkjusandur 2   Reykjavik
    IS 155 Reykjavik    
    ICELAND    
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*    
 
INDIA   JPMorgan Chase Bank, N.A.**   JPMorgan Chase Bank, N.A.**
    6th Floor, Paradigm B Wing   Mumbai
    Mindspace, Malad (West)    
    Mumbai 400 064    
    INDIA    
 
INDONESIA   PT Bank HSBC Indonesia   PT Bank HSBC Indonesia
    Menara Mulia 25th Floor   Jakarta
    Jl. Jendral Gatot Subroto Kav. 9 11    
    Jakarta 12930    
    INDONESIA    

 


IRELAND   JPMorgan Chase Bank, N.A.**   J.P. Morgan AG**
    25 Bank Street, Canary Wharf   Frankfurt am Main
    London E14 5JP    
    UNITED KINGDOM    
 
ISRAEL   Bank Leumi le Israel B.M.   Bank Leumi le Israel B.M.
    35, Yehuda Halevi Street   Tel Aviv
    65136 Tel Aviv    
    ISRAEL    
 
ITALY   BNP Paribas Securities Services S.C.A.   J.P. Morgan AG**
    Piazza Lina Bo Bardi, 3   Frankfurt am Main
    20124 Milan    
    ITALY    
 
JAPAN   Mizuho Bank, Ltd.   JPMorgan Chase Bank, N.A.**
    2 15 1, Konan   Tokyo
    Minato ku    
    Tokyo 108 6009    
    JAPAN    

 

The Bank of Tokyo Mitsubishi UFJ, Ltd.
1 3 2 Nihombashi Hongoku cho
Chuo ku
Tokyo 103 0021
JAPAN

JORDAN   Standard Chartered Bank   Standard Chartered Bank
    Shmeissani Branch   Amman
    Al Thaqafa Street    
    Building # 2    
    P.O. Box 926190    
    Amman    
    JORDAN    
 
KAZAKHSTAN   JSC Citibank Kazakhstan   Subsidiary Bank Sberbank of Russia Joint
    Park Palace, Building A, Floor 2   Stock Company
    41 Kazybek Bi   Almaty
    Almaty 050010    
    KAZAKHSTAN    
 
KENYA   Standard Chartered Bank Kenya Limited   Standard Chartered Bank Kenya Limited
    Chiromo   Nairobi
    48 Westlands Road    
    Nairobi 00100    
    KENYA    
 
KUWAIT   HSBC Bank Middle East Limited   HSBC Bank Middle East Limited
    Kuwait City, Sharq Area   Safat
    Abdulaziz Al Sager Street    
    Al Hamra Tower, 37F    
    Safat 13017    
    KUWAIT    

 


LATVIA   Swedbank AS   J.P. Morgan AG**
    Balasta dambis 1a   Frankfurt am Main
    Riga LV 1048    
    LATVIA    
 
LITHUANIA   AB SEB Bankas   J.P. Morgan AG**
    12 Gedimino pr.   Frankfurt am Main
    LT 2600 Vilnius    
    LITHUANIA    
 
LUXEMBOURG   BNP Paribas Securities Services S.C.A.   J.P. Morgan AG**
    33, Rue de Gasperich   Frankfurt am Main
    L 5826 Hesperange    
    LUXEMBOURG    
 
*MALAWI*   Standard Bank Limited, Malawi   Standard Bank Limited, Malawi
    1st Floor Kaomba House   Blantyre
    Cnr Glyn Jones Road & Victoria Avenue    
    Blantyre    
    MALAWI    
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*    
 
MALAYSIA   HSBC Bank Malaysia Berhad   HSBC Bank Malaysia Berhad
    2 Leboh Ampang   Kuala Lumpur
    12th Floor, South Tower    
    50100 Kuala Lumpur    
    MALAYSIA    
 
MAURITIUS   The Hongkong and Shanghai Banking   The Hongkong and Shanghai Banking
    Corporation Limited   Corporation Limited
    HSBC Centre   Ebene
    18 Cybercity    
    Ebene    
    MAURITIUS    
 
MEXICO   Banco Nacional de Mexico, S.A.   Banco Santander (Mexico), S.A.
    Act. Roberto Medellin No. 800 3er Piso Norte   Mexico, D.F.
    Colonia Santa Fe    
    01210 Mexico, D.F.    
    MEXICO    
 
MOROCCO   Société Générale Marocaine de Banques   Attijariwafa Bank S.A.
    55 Boulevard Abdelmoumen   Casablanca
    Casablanca 20100    
    MOROCCO    

 


NAMIBIA   Standard Bank Namibia Limited   The Standard Bank of South Africa
    2nd Floor, Town Square Building   Limited
    Corner of Werner List and Post Street Mall   Johannesburg
    P.O. Box 3327    
    Windhoek    
    NAMIBIA    
 
NETHERLANDS   BNP Paribas Securities Services S.C.A.   J.P. Morgan AG**
    Herengracht 595   Frankfurt am Main
    1017 CE Amsterdam    
    NETHERLANDS    
 
NEW ZEALAND   JPMorgan Chase Bank, N.A.**   Westpac Banking Corporation
    Level 13, 2 Hunter Street   Wellington
    Wellington 6011    
    NEW ZEALAND    
 
NIGERIA   Stanbic IBTC Bank Plc   Stanbic IBTC Bank Plc
    Plot 1712   Lagos
    Idejo Street    
    Victoria Island    
    Lagos    
    NIGERIA    
 
NORWAY   Nordea Bank AB (publ)   Nordea Bank AB (publ)
    Essendropsgate 7   Oslo
    P.O. Box 1166    
    NO 0107 Oslo    
    NORWAY    
 
OMAN   HSBC Bank Oman S.A.O.G.   HSBC Bank Oman S.A.O.G.
    2nd Floor Al Khuwair   Seeb
    P.O. Box 1727 PC 111    
    Seeb    
    OMAN    
 
PAKISTAN   Standard Chartered Bank (Pakistan) Limited   Standard Chartered Bank (Pakistan)
    P.O. Box 4896   Limited
    Ismail Ibrahim Chundrigar Road   Karachi
    Karachi 74000    
    PAKISTAN    
 
PERU   Citibank del Perú S.A.   Banco de Crédito del Perú
    Av. Canaval y Moreryra 480 Piso 3   Lima
    San Isidro    
    Lima 27    
    PERU    

 


PHILIPPINES   The Hongkong and Shanghai Banking   The Hongkong and Shanghai Banking
    Corporation Limited   Corporation Limited
    7/F HSBC Centre   Taguig City
    3058 Fifth Avenue West    
    Bonifacio Global City    
    1634 Taguig City    
    PHILIPPINES    
 
POLAND   Bank Handlowy w. Warszawie S.A.   mBank S.A.
    ul. Senatorska 16   Warsaw
    00 923 Warsaw    
    POLAND    
 
PORTUGAL   BNP Paribas Securities Services S.C.A.   J.P. Morgan AG**
    Avenida D.João II, Lote 1.18.01, Bloco B,   Frankfurt am Main
    7º andar    
    1998 028 Lisbon    
    PORTUGAL    
 
QATAR   HSBC Bank Middle East Limited   The Commercial Bank (P.Q.S.C.)
    2nd Floor, Ali Bin Ali Tower   Doha
    Building 150 (Airport Road)    
    P.O. Box 57    
    Doha    
    QATAR    
 
ROMANIA   Citibank Europe plc   ING Bank N. V.
    145 Calea Victoriei   Bucharest
    1st District    
    010072 Bucharest    
    ROMANIA    
 
RUSSIA   J.P. Morgan Bank International (Limited   JPMorgan Chase Bank, N.A.**
    Liability Company)**   New York
    10, Butyrsky Val    
    White Square Business Centre    
    Floor 12    
    Moscow 125047    
    RUSSIA    
 
SAUDI ARABIA   HSBC Saudi Arabia   HSBC Saudi Arabia
    2/F HSBC Building   Riyadh
    7267 Olaya Street North, Al Murooj    
    Riyadh 12283 2255    
    SAUDI ARABIA    
 
SERBIA   Unicredit Bank Srbija a.d.   Unicredit Bank Srbija a.d.
    Rajiceva 27 29   Belgrade
    11000 Belgrade    
    SERBIA    

 


SINGAPORE   DBS Bank Ltd   Oversea Chinese Banking Corporation
    10 Toh Guan Road   Singapore
    DBS Asia Gateway, Level 04 11 (4B)    
    608838    
    SINGAPORE    
 
SLOVAK   UniCredit Bank Czech Republic and Slovakia,   J.P. Morgan AG**
REPUBLIC   a.s.   Frankfurt am Main
    Sancova 1/A    
    SK 813 33 Bratislava    
    SLOVAK REPUBLIC    
 
SLOVENIA   UniCredit Banka Slovenija d.d.   J.P. Morgan AG**
    Smartinska 140   Frankfurt am Main
    SI 1000 Ljubljana    
    SLOVENIA    
 
SOUTH AFRICA   FirstRand Bank Limited   The Standard Bank of South Africa
    1 Mezzanine Floor, 3 First Place, Bank City   Limited
    Cnr Simmonds and Jeppe Streets   Johannesburg
    Johannesburg 2001    
    SOUTH AFRICA    
 
SOUTH KOREA   Standard Chartered Bank Korea Limited   Standard Chartered Bank Korea Limited
    47 Jongro, Jongro Gu   Seoul
    Seoul 03160    
    SOUTH KOREA    
 
    Kookmin Bank Co., Ltd.   Kookmin Bank Co., Ltd.
    84, Namdaemun ro, Jung gu   Seoul
    Seoul 100 845    
    SOUTH KOREA    
 
SPAIN   Santander Securities Services, S.A.   J.P. Morgan AG**
    Ciudad Grupo Santander   Frankfurt am Main
    Avenida de Cantabria, s/n    
    Edificio Ecinar, planta baja    
    Boadilla del Monte    
    28660 Madrid    
    SPAIN    
 
SRI LANKA   The Hongkong and Shanghai Banking   The Hongkong and Shanghai Banking
    Corporation Limited   Corporation Limited
    24 Sir Baron Jayatillaka Mawatha   Colombo
    Colombo 1    
    SRI LANKA    
 
SWEDEN   Nordea Bank AB (publ)   Svenska Handelsbanken
    Hamngatan 10   Stockholm
    SE 105 71 Stockholm    
    SWEDEN    

 


SWITZERLAND   UBS Switzerland AG   UBS Switzerland AG
    45 Bahnhofstrasse   Zurich
    8021 Zurich    
    SWITZERLAND    
 
TAIWAN   JPMorgan Chase Bank, N.A.**   JPMorgan Chase Bank, N.A.**
    8th Floor, Cathay Xin Yi Trading Building   Taipei
    No. 108, Section 5, Xin Yi Road    
    Taipei 11047    
    TAIWAN    
 
*TANZANIA*   Stanbic Bank Tanzania Limited   Stanbic Bank Tanzania Limited
    Stanbic Centre   Dar es Salaam
    Corner Kinondoni and A.H. Mwinyi Roads    
    P.O. Box 72648    
    Dar es Salaam    
    TANZANIA    
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*    
 
THAILAND   Standard Chartered Bank (Thai) Public   Standard Chartered Bank (Thai) Public
    Company Limited   Company Limited
    14th Floor, Zone B   Bangkok
    Sathorn Nakorn Tower    
    90 North Sathorn Road Bangrak    
    Silom, Bangrak    
    Bangkok 10500    
    THAILAND    
 
TRINIDAD AND   Republic Bank Limited   Republic Bank Limited
TOBAGO   9 17 Park Street   Port of Spain
    Port of Spain    
    TRINIDAD AND TOBAGO    
 
TUNISIA   Banque Internationale Arabe de Tunisie, S.A.   Banque Internationale Arabe de Tunisie,
    70 72 Avenue Habib Bourguiba   S.A.
    P.O. Box 520   Tunis
    Tunis 1000    
    TUNISIA    
 
TURKEY   Citibank A.S.   JPMorgan Chase Bank, N.A.**
    Inkilap Mah., Yilmaz Plaza   Istanbul
    O. Faik Atakan Caddesi No: 3    
    34768 Umraniye, Istanbul    
    TURKEY    
 
UGANDA   Standard Chartered Bank Uganda Limited   Standard Chartered Bank Uganda Limited
    5 Speke Road   Kampala
    P.O. Box 7111    
    Kampala    
    UGANDA    

 


*UKRAINE*   PJSC Citibank   PJSC Citibank
    16 G Dilova Street   Kiev
    03150 Kiev    
    UKRAINE   JPMorgan Chase Bank, N.A.**
        New York
 
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*    
 
UNITED ARAB   HSBC Bank Middle East Limited   The National Bank of Abu Dhabi
EMIRATES   Emaar Square, Level 4, Building No. 5   Abu Dhabi
ADX   P.O. Box 502601    
    Dubai    
    UNITED ARAB EMIRATES    
 
UNITED ARAB   HSBC Bank Middle East Limited   The National Bank of Abu Dhabi
EMIRATES   Emaar Square, Level 4, Building No. 5   Abu Dhabi
DFM   P.O. Box 502601    
    Dubai    
    UNITED ARAB EMIRATES    
 
UNITED ARAB   HSBC Bank Middle East Limited   JPMorgan Chase Bank, N.A. **
EMIRATES   Emaar Square, Level 4, Building No. 5   New York
NASDAQ   P.O. Box 502601    
DUBAI   Dubai    
    UNITED ARAB EMIRATES    
 
UNITED   JPMorgan Chase Bank, N.A.**   JPMorgan Chase Bank, N.A.**
KINGDOM   25 Bank Street, Canary Wharf   London
    London E14 5JP    
    UNITED KINGDOM    
 
    Deutsche Bank AG Depository and Clearing   Varies by currency
    Centre    
    10 Bishops Square    
    London E1 6EG    
    UNITED KINGDOM    
 
UNITED   JPMorgan Chase Bank, N.A.**   JPMorgan Chase Bank, N.A.**
STATES   4 New York Plaza   New York
    New York NY 10004    
    UNITED STATES    
 
URUGUAY   Banco Itaú Uruguay S.A.   Banco Itaú Uruguay S.A.
    Zabala 1463   Montevideo
    11000 Montevideo    
    URUGUAY    
 
VENEZUELA   Citibank, N.A.   Citibank, N.A.
    Avenida Casanova   Caracas
    Centro Comercial El Recreo    
    Torre Norte, Piso 19    
    Caracas 1050    
    VENEZUELA    

 


VIETNAM   HSBC Bank (Vietnam) Ltd.   HSBC Bank (Vietnam) Ltd.
    Centre Point       Ho Chi Minh City
    106 Nguyen Van Troi Street    
    Phu Nhuan District    
    Ho Chi Minh City    
    VIETNAM        
 
 
*WAEMU   Standard Chartered Bank Côte d Ivoire SA   Standard Chartered Bank Côte d Ivoire SA
BENIN,   23 Boulevard de la Republique 1   Abidjan
BURKINA   01 B.P. 1141        
FASO, GUINEA   Abidjan 17        
BISSAU, IVORY   IVORY COAST    
COAST, MALI,            
NIGER,            
SENEGAL,            
TOGO*            
 
*RESTRICTED SERVICE ONLY.   PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*        
 
ZAMBIA   Standard Chartered Bank Zambia Plc   Standard Chartered Bank Zambia Plc
    Standard Chartered House   Lusaka
    Cairo Road        
    P.O. Box 32238    
    Lusaka 10101        
    ZAMBIA        
 
*ZIMBABWE*   Stanbic Bank Zimbabwe Limited   Stanbic Bank Zimbabwe Limited
    Stanbic Centre, 3rd Floor   Harare
    59 Samora Machel Avenue    
    Harare        
    ZIMBABWE        
 
*RESTRICTED SERVICE ONLY.   PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*        
 
 
 
** J.P. Morgan affiliate   Correspondent banks are listed for information only.
 
       

 

This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J. P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J. P. Morgan. J. P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.


SCHEDULE 3 SECURITIES DEPOSITORIES
 
 
Market   Depository   Instruments
 
ARGENTINA   CVSA   Equity, Corporate Debt, Government Debt
    (Caja de Valores S. A. )    
 
AUSTRALIA   ASX Settlement   Equity
    (ASX Settlement Pty Limited)    
 
    Austraclear   Corporate Debt, Government Debt
    (Austraclear Limited)    
 
AUSTRIA   OeKB CSD GmbH   Equity, Corporate Debt, Government Debt
    (Oesterreichische Kontrollbank CSD    
    GmbH)    
 
BAHRAIN   CSD   Equity, Corporate Debt
    (Bahrain Bourse - Clearing, Settlement and    
    Central Depository)    
 
BANGLADESH   BB   Government Debt
    (Bangladesh Bank)    
 
    CDBL   Equity, Corporate Debt
    (Central Depository Bangladesh Limited)    
 
BELGIUM   Euroclear Belgium   Equity, Corporate Debt
    (Euroclear Belgium SA/NV)    
 
    NBB   Corporate Debt, Government Debt
    (The National Bank of Belgium)    
 
BERMUDA   BSD   Equity, Corporate Debt, Government Debt
    (Bermuda Stock Exchange - Bermuda    
    Securities Depository)    
 
BOTSWANA   BoB   Government Debt
    (Bank of Botswana)    
 
    CSDB   Equity, Corporate Debt
    (Central Securities Depository of Botswana    
    Ltd)    
 
BRAZIL   BM&FBOVESPA   Equity
    (B3 S. A. - BM&FBOVESPA)    
 
    CETIP   Corporate Debt
    (B3 S. A. - CETIP)    
 
    SELIC   Government Debt
    (Banco Central do Brasil - Sistema Especial    
    de Liquidação e Custódia)    

 


BULGARIA   CDAD   Equity, Corporate Debt
    (Central Depository AD)    
 
    BNB   Government Debt
    (Bulgarian National Bank)    
 
CANADA   CDS Clearing   Equity, Corporate Debt, Government Debt
    (CDS Clearing and Depository Services    
    Inc. )    
 
CHILE   DCV   Equity, Corporate Debt, Government Debt
    (Depósito Central de Valores S. A. )    
 
CHINA A-SHARE   CSDCC   Equity, Corporate Debt, Government Debt
    (China Securities Depository and Clearing    
    Corporation Limited)    
 
    SCH   Short-term Corporate Debt
    (Shanghai Clearing House)    
 
    CCDC   Corporate Debt, Government Debt
    (China Central Depository & Clearing Co. ,    
    Ltd.)    
 
CHINA B-SHARE   CSDCC   Equity
    (China Securities Depository and Clearing    
    Corporation Limited)    
 
CHINA   HKSCC - for China Connect   Equity
CONNECT   (Hong Kong Securities Clearing Company    
    Limited)    
 
COLOMBIA   DCV   Government Debt
    (Banco de la Républica de Colombia -    
    Depósito Central de Valores)    
 
    DECEVAL   Equity, Corporate Debt, Government Debt
    (Depósito Centralizado de Valores de    
    Colombia S.A.)    
 
COSTA RICA   InterClear   Equity, Corporate Debt, Government Debt
    (InterClear, S. A. )    
 
CROATIA   SKDD   Equity, Corporate Debt, Government Debt
    (Sredianje klirinako depozitarno druatvo    
    d.d.)    
 
CYPRUS   CDCR   Equity, Corporate Debt, Government Debt
    (Cyprus Stock Exchange - Central    
    Depository and Central Registry)    

 


CZECH   CNB   Short-Term Corporate Debt, Short-Term
REPUBLIC   (Ceská národní banka)   Government Debt
 
    CDCP   Equity, Long-Term Corporate Debt, Long-
    (Centrální depozitár cenných papíru, a. s. )   Term Government Debt
 
DENMARK   VP   Equity, Corporate Debt, Government Debt
    (VP Securities A/S)    
 
EGYPT   MCDR   Equity, Corporate Debt, Treasury Bonds
    (Misr for Central Clearing, Depository and    
    Registry)    
 
    CBE   Treasury Bills
    (Central Bank of Egypt)    
 
ESTONIA   ECSD   Equity, Corporate Debt, Government Debt
    (Eesti Väärtpaberikeskus AS)    
 
FINLAND   Euroclear Finland   Equity, Corporate Debt, Government Debt
    (Euroclear Finland Oy)    
 
FRANCE   Euroclear France   Equity, Corporate Debt, Government Debt
    (Euroclear France SA)    
 
GERMANY   CBF   Equity, Corporate Debt, Government Debt
    (Clearstream Banking AG)    
 
GHANA   CSD   Equity, Corporate Debt, Government Debt
    (Central Securities Depository (GH) Ltd. )    
 
GREECE   BoG   Government Debt
    (Bank of Greece)    
 
    ATHEXCSD   Equity, Corporate Debt
    (Hellenic Central Securities Depository)    
 
 
 
HONG KONG   HKSCC   Equity, Corporate Debt, Government Debt
    (Hong Kong Securities Clearing Company    
    Limited)    
 
    CMU   Corporate Debt, Government Debt
    (Hong Kong Monetary Authority - Central    
    Moneymarkets Unit)    
 
HUNGARY   KELER   Equity, Corporate Debt, Government Debt
    (Központi Elszámolóház és Értéktár    
    (Budapest) Zrt. )    
 
ICELAND   Nasdaq CSD Iceland hf.   Equity, Corporate Debt, Government Debt
    (Nasdaq verðbréfamiðstöð hf. )    

 


INDIA   NSDL   Equity, Corporate Debt
    (National Securities Depository Limited)    
 
    CDSL   Equity, Corporate Debt
    (Central Depository Services (India)    
    Limited)    
 
    RBI   Government Debt
    (Reserve Bank of India)    
 
INDONESIA   KSEI   Equity, Corporate Debt, Government Debt*
    (PT Kustodian Sentral Efek Indonesia)   (*acts as sub-registry)
 
    BI   Government Debt
    (Bank Indonesia)    
 
INTERNATIONAL   Euroclear Bank   Internationally Traded Debt, Equity
SECURITIES   (Euroclear Bank SA/NV)    
MARKET        
    CBL   Internationally Traded Debt, Equity
    (Clearstream Banking S. A. )    
 
IRELAND   EUI   Equity, Corporate Debt
    (Euroclear U. K. & Ireland Limited)    
 
ISRAEL   TASE-CH   Equity, Corporate Debt, Government Debt
    (Tel-Aviv Stock Exchange Clearing House    
    Ltd.)    
 
ITALY   Monte Titoli   Equity, Corporate Debt, Government Debt
    (Monte Titoli S. p. A. )    
 
JAPAN   JASDEC   Equity, Corporate Debt
    (Japan Securities Depository Center,    
    Incorporated)    
 
    BOJ   Government Debt
    (Bank of Japan)    
 
JORDAN   SDC   Equity, Corporate Debt
    (Securities Depository Center)    
 
KAZAKHSTAN   KACD   Equity, Corporate Debt, Government Debt
    (Central Securities Depository Joint-Stock    
    Company)    
 
KENYA   CDS   Government Debt
    (Central Bank of Kenya - Central    
    Depository System)    
 
    CDSC   Equity, Corporate Debt
    (Central Depository and Settlement    
    Corporation Limited)    

 


KUWAIT   KCC   Equity, Corporate Debt
    (The Kuwait Clearing Company K.S.C.)    
 
LATVIA   LCD   Equity, Corporate Debt, Government Debt
    (Latvian Central Depository)    
 
LITHUANIA   CSDL   Equity, Corporate Debt, Government Debt
    (Central Securities Depository of    
    Lithuania)    
 
LUXEMBOURG   CBL   Equity, Corporate Debt, Government Debt
    (Clearstream Banking S.A.)    
 
MALAYSIA   Bursa Depository   Equity, Corporate Debt
    (Bursa Malaysia Depository Sdn Bhd)    
 
    BNM   Government Debt
    (Bank Negara Malaysia)    
 
MAURITIUS   CDS   Equity, Corporate Debt
    (Central Depository & Settlement Co. Ltd)    
 
    BOM   Government Debt
    (Bank of Mauritius)    
 
MEXICO   Indeval   Equity, Corporate Debt, Government Debt
    (S. D. Indeval S. A. de C. V. )    
 
MOROCCO   Maroclear   Equity, Corporate Debt, Government Debt
    (Maroclear)    
 
NETHERLANDS   Euroclear Nederland   Equity, Corporate Debt, Government Debt
    (Euroclear Nederland)    
 
NEW ZEALAND   NZCSD   Equity, Corporate Debt, Government Debt
    (New Zealand Central Securities    
    Depository Limited)    
 
NIGERIA   CSCS   Equity, Corporate Debt
    (Central Securities Clearing System Plc)    
 
    CBN   Government Debt
    (Central Bank of Nigeria)    
 
NORWAY   VPS   Equity, Corporate Debt, Government Debt
    (Verdipapirsentralen ASA)    
 
OMAN   MCD   Equity, Corporate Debt, Government Debt
    (Muscat Clearing and Depository Co.    
    (S. A. O. C))    

 


PAKISTAN   SBP   Government Debt
    (State Bank of Pakistan)    
 
    CDC   Equity, Corporate Debt
    (Central Depository Company of Pakistan    
    Limited)    
 
PERU   CAVALI   Equity, Corporate Debt, Government Debt
    (CAVALI S. A. I. C. L. V. )    
 
PHILIPPINES   PDTC   Equity, Corporate Debt
    (Philippine Depository and Trust    
    Corporation)    
 
    RoSS   Government Debt
    (Bureau of Treasury - Registry of Scripless    
    Securities)    
 
POLAND   KDPW   Equity, Corporate Debt, Long-Term
    (Krajowy Depozyt Papierów   Government Debt
    Wartosciowych S.A.)    
 
    RPW   Short-Term Government Debt
    (National Bank of Poland - Registry of    
    Securities)    
 
PORTUGAL   INTERBOLSA   Equity, Corporate Debt, Government Debt
    (Sociedade Gestora de Sistemas de    
    Liquidação e de Sistemas Centralizados de    
    Valores Mobiliários, S.A.)    
 
QATAR   QCSD   Equity, Government Debt
    (Qatar Central Securities Depository)    
 
ROMANIA   CD S.A.   Equity, Corporate Debt
    (Central Depository S. A. )    
 
    NBR   Government Debt
    (National Bank of Romania)    
 
RUSSIA   NSD   Equity, Corporate Debt, Government Debt
    (National Settlement Depository)    
 
SAUDI ARABIA   SDCC   Equity, Corporate Debt, Government Debt
    (Securities Depository Center Company)    
 
SERBIA   CSD   Equity, Corporate Debt, Government Debt
    (Central Securities Depository and Clearing    
    House)    

 


SINGAPORE   CDP   Equity, Corporate Debt, Government
    (The Central Depository (Pte) Limited)   Securities
 
    MAS   Government Securities
    (Monetary Authority of Singapore)    
 
SLOVAK   CDCP   Equity, Corporate Debt, Government Debt
REPUBLIC   (Centrálny depozitár cenných papierov SR,    
    a.s.)    
 
SLOVENIA   KDD   Equity, Corporate Debt, Government Debt
    (Centralna klirinako depotna dru~ba d. d.)    
 
SOUTH AFRICA   Strate   Equity, Corporate Debt, Government Debt
    (Strate (Pty) Limited)    
 
SOUTH KOREA   KSD   Equity, Corporate Debt, Government Debt
    (Korea Securities Depository)    
 
SPAIN   IBERCLEAR   Equity, Corporate Debt, Government Debt
    (Sociedad de Sistemas)    
 
SRI LANKA   CDS   Equity, Corporate Debt
    (Central Depository Systems (Pvt. ) Ltd. )    
 
    LankaSecure   Government Debt
    (Central Bank of Sri Lanka - LankaSecure)    
 
SWEDEN   Euroclear Sweden   Equity, Corporate Debt, Government Debt
    (Euroclear Sweden AB)    
 
SWITZERLAND   SIS   Equity, Corporate Debt, Government Debt
    (SIX SIS AG)    
 
TAIWAN   TDCC   Equity, Corporate Debt
    (Taiwan Depository and Clearing    
    Corporation)    
 
    CBC   Government Debt
    (Central Bank of the Republic of China    
    (Taiwan))    
 
TANZANIA   CDS   Equity, Corporate Debt
    (Dar es Salaam Stock Exchange Central    
    Depository System)    
 
THAILAND   TSD   Equity, Corporate Debt, Government Debt
    (Thailand Securities Depository Company    
    Limited)    
 
TRINIDAD AND   TTCD   Equity, Corporate Debt, Government Debt
TOBAGO   (Trinidad and Tobago Central Depository    
    Limited)    

 


TUNISIA   Tunisie Clearing   Equity, Corporate Debt, Government Debt
    (Tunisie Clearing)    
 
TURKEY   CBRT   Government Debt
    (Türkiye Cumhuriyet Merkez Bankasi    
    A.S.)    
 
    CRA   Equity, Corporate Debt, Government Debt
    (Merkezi Kayit Kurulusu A. S. )    
 
UGANDA   CSD   Government Debt
    (Bank of Uganda - Central Securities    
    Depository)    
 
    SCD   Equity, Corporate Debt
    (Uganda Securities Exchange - Securities    
    Central Depository)    
 
UKRAINE   NDU   Equity, Corporate Debt
    (National Depository of Ukraine)    
 
UNITED ARAB   ADX   Equity, Corporate Debt, Government Debt
EMIRATES - ADX   (Abu Dhabi Securities Exchange)    
 
UNITED ARAB   DFM   Equity, Corporate Debt, Government Debt
EMIRATES - DFM   (Dubai Financial Market)    
 
UNITED ARAB   NASDAQ Dubai   Corporate Debt
EMIRATES -   (NASDAQ Dubai Limited)    
NASDAQ DUBAI        
 
UNITED   EUI   Equity, Corporate Debt, Government Debt
KINGDOM   (Euroclear U. K. & Ireland Limited)    
 
UNITED STATES   FRB   Government Debt, Mortgage Backed
    (Federal Reserve Bank)   Securities
 
    DTC   Equity, Corporate Debt
    (Depository Trust Company)    
 
URUGUAY   BCU   Government Debt
    (Banco Central del Uruguay)    
 
VENEZUELA   CVV   Equity, Corporate Debt
    (Caja Venezolana de Valores, S. A. )    
 
    BCV   Government Debt
    (Banco Central de Venezuela)    
 
VIETNAM   VSD   Equity, Corporate Debt, Government Debt
    (Vietnam Securities Depository)    

 


WAEMU - BENIN,   DC/BR   Equity, Corporate Debt, Government Debt
BURKINA FASO,   (Le Dépositaire Central / Banque de    
GUINEA-BISSAU,   Règlement)    
IVORY COAST,        
MALI, NIGER,        
SENEGAL, TOGO        
 
ZAMBIA   LuSE CSD   Equity, Corporate Debt, Treasury Bonds
    (Lusaka Stock Exchange Central Shares    
    Depository)    
 
    BoZ   Government Debt
    (Bank of Zambia)    
 
ZIMBABWE   CDC   Equity
    (Chengetedzai Depository Company    
    Limited)    

 

This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J. P. Morgan. J. P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.


EXHIBIT 1 Amendment 2

The following is an amendment, dated as of December 22, 2017 ( Amendment ), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the Agreement ), by and between JPMorgan Chase Bank, N.A. ( Bank ) and each open-end management investment company listed on Exhibit 1 thereto (each, a Trust ). This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a Fund ) listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.

Vanguard Admiral Funds

Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid- Cap 400 Growth Index Fund Vanguard S&P Mid- Cap 400 Index Fund Vanguard S&P Mid- Cap 400 Value Index Fund Vanguard S&P Small - Cap 600 Growth Index Fund Vanguard S&P Small - Cap 600 Index Fund Vanguard S&P Small - Cap 600 Value Index Fund

Vanguard Bond Index Funds

Vanguard Inflation- Protected Securities Fund Vanguard Intermediate - Term Bond Index Fund Vanguard Long- Term Bond Index Fund Vanguard Short - Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund

Vanguard Chester Funds

Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund


Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund

Vanguard Fixed Income Securities Funds Vanguard GNMA Fund Vanguard REIT II Index Fund Vanguard Index Funds

Vanguard Extended Market Index Fund 1 Vanguard Mid- Cap Growth Index Fund Vanguard Mid- Cap Index Fund 1 Vanguard Mid- Cap Value Index Fund Vanguard Small - Cap Growth Index Fund 1 Vanguard Small - Cap Index Fund Vanguard Small - Cap Value Index Fund 1 Vanguard Total Stock Market Index Fund

Vanguard International Equity Index Funds

Vanguard Emerging Markets Stock Index Fund 2

Vanguard Malvern Funds Vanguard Core Bond Fund 2

Vanguard Institutional Intermediate -Term Bond Fund 2 Vanguard Institutional Short - Term Bond Fund 2

Vanguard Scottsdale Funds

Vanguard Intermediate - Term Corporate Bond Index Fund Vanguard Intermediate - Term Treasury Index Fund Vanguard Long- Term Corporate Bond Index Fund Vanguard Long- Term Treasury Index Fund Vanguard Mortgage - Backed Securities Index Fund Vanguard Short - Term Corporate Bond Index Fund Vanguard Short - Term Treasury Index Fund Vanguard Total Corporate Bond ETF

Vanguard Specialized Funds

Vanguard Precious Metals and Mining Fund Vanguard REIT Index Fund 1 Vanguard STAR Funds Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard STAR Fund 2 Vanguard Total International Stock Index Fund


Vanguard Tax- Managed Funds

Vanguard Tax- Managed Balanced Fund

Vanguard Tax- Managed Capital Appreciation Fund 1 Vanguard Tax- Managed Small - Cap Fund 1

Vanguard Trustees Equity Fund Vanguard Diversified Equity Fund 1 Vanguard International Value Fund 2 Vanguard Valley Forge Funds Vanguard Balanced Index Fund Vanguard Managed Payout Fund 1 Vanguard Variable Insurance Funds Conservative Allocation Portfolio 1

Equity Index Portfolio 2
Global Bond Index Portfolio
Mid - Cap Index Portfolio 2
Moderate Allocation Portfolio 1

REIT Index Portfolio 2

Total International Stock Market Index Portfolio Total Stock Market Index Portfolio 1

Vanguard Wellington Fund Vanguard Wellington Fund

Vanguard Whitehall Funds

Vanguard High Dividend Yield Index Fund 2 Vanguard International Explorer Fund

Vanguard World Fund

Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Income Fund Vanguard Global Wellington Fund

(Rest of page left intentionally blank)

1 Effective on or about February 20, 2018, or as otherwise agreed by the parties.

2 Effective on or about March 22, 2018, or as otherwise agreed by the parties.


Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:

Vanguard Chester Funds
Vanguard PRIMECAP Fund

Vanguard Explorer Fund
Vanguard Explorer Fund

Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund Vanguard Global Equity Fund Vanguard Strategic Equity Fund Vanguard Strategic Small -Cap Equity Fund

Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund

Vanguard Institutional Index Funds Vanguard Institutional Index Fund

Vanguard Institutional Total Stock Market Index Fund

Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund

Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund Vanguard Structured Broad Market Fund Vanguard Structured Large-Cap Equity Fund


Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 1000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund

Vanguard Specialized Funds

Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund

Vanguard Trustees Equity Fund

Vanguard Emerging Markets Select Stock Fund Vanguard International Value Fund

Vanguard Variable Insurance Funds Vanguard Balanced Portfolio Vanguard Capital Growth Portfolio Vanguard Diversified Value Portfolio Vanguard Equity Income Portfolio Vanguard Equity Index Portfolio Vanguard Growth Portfolio Vanguard Mid-Cap Index Portfolio Vanguard REIT Index Portfolio Vanguard Small Company Growth Portfolio Vanguard International Portfolio

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund

Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund


Vanguard World Fund

Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard FTSE Social Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Value Index Fund Vanguard Telecommunications Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund

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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.

JPMORGAN CHASE BANK, N. A.   EACH OF THE OPEN-END MANAGEMENT
    INVESTMENT COMPANIES LISTED ON
    EXHIBIT 1 HERETO
By:   By:    
Name:   Name:   Thomas J. Higgins
Title:   Title:   Chief Financial Officer

 


AMENDED AND RESTATED CUSTODY AGREEMENT

AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of August 29, 2017 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a Fund ), each a statutory trust organized and existing under the laws of the State of Delaware and registered with the U. S. Securities and Exchange Commission ( SEC ) under the Investment Company Act of 1940, as amended (the 1940 Act ), on behalf of certain of their series (each a Series ) having their principal office and place of business at P.O. Box 2600, Valley Forge, Pennsylvania 19482, and The Bank of New York Mellon, a bank organized under the laws of the State of New York and authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 ( Custodian ).

WITNESSETH:

that for and in consideration of the mutual promises hereinafter set forth each Fund and Custodian, intending to be legally bound hereby, agree as follows:

ARTICLE I
DEFINITIONS

Whenever used in this Agreement, the following words shall have the meanings set forth below:

1. Authorized Person shall be any person, whether or not an officer or employee of a Fund, duly authorized to execute any Certificate or to give any Instructions or Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate as may be received by Custodian from time to time.

2. Autofax shall mean an unsigned hard copy facsimile generated by a Fund s computer system and transmitted to Custodian.

3. BNY Affiliate shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.

4. Book-Entry System shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.

5. Business Day shall mean any day on which Custodian, Book-Entry System and relevant Depositories are open for business:

6. Certificate shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person of the Fund or a person reasonably believed by Custodian to be an Authorized Person.

7. Composite Currency Unit shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.

8. Confidential Information means, with respect to a party, any and all oral or written information, in whatever kind and in whatever form, of such party and/or of third parties in the possession of such party that is furnished, disclosed or otherwise made available to the other party in connection with


this Agreement and: (i) which a reasonably prudent business person would regard as being treated as secret by such party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy), or (ii) that is designated by such party as confidential, restricted, or proprietary, or with a similar designation; including, without limitation, any past, present or future business and business activities, financial or technical information (including portfolio holdings information and transaction information); products, services, research and development; processes, techniques; designs; financial planning practices; client information (including clients identities and any client related data or information); and marketing plans. With respect to a Fund or its affiliates, Confidential Information shall also include the Personal Information of any shareholders, customers, partners, employees, trustees, and officers of the Fund or its affiliates. The term Personal Information shall mean (i) an individual s name (first initial and last name or first name and last name) plus (a) social security number, (b) driver s license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport identification number, or (g) personal identification number or password that would permit access to a person s account or (ii) any combination of the foregoing that would allow a person to log onto or access an individual s account. Confidential Information shall not include any information that (i) is publicly available when disclosed by a party or thereafter becomes publicly available other than through a breach of this Agreement, (ii) was in the possession of the receiving party prior to its disclosure by the disclosing party and was not the subject of a pre-existing confidentiality obligation, (iii) is lawfully disclosed to the receiving party on a non-confidential basis by a third party who is not under a duty of confidentiality to the disclosing party, or (iv) is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties hereto, or by judicial or administration process or otherwise by applicable law.

9. Depository shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the SEC identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.

10. Foreign Depository shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the 1940 Act, identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.

11. Instructions shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, dedicated transmission lines, telex, Autofax or such other methods that may be agreed to by the Funds and Custodian from time to time.

12. Oral Instructions shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.

13. Securities shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or Foreign Depository or by a Subcustodian).

14. Series shall mean the various portfolios, if any, of a Fund listed on Schedule II hereto, and if none are listed references to Series shall be references to the Fund.

15. Subcustodian shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located within or outside the U.S. that is eligible to serve as a custodian pursuant to the 1940 Act and the rules thereunder (with respect to foreign Subcustodians, the

Schedule II-2


reference to eligibility to serve pursuant to the 1940 Act and the rules thereunder shall apply if Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5 under the 1940 Act ( Rule 17f-5 )), which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to a Fund from time to time, and their respective successors and nominees.

ARTICLE II

APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS

1. This Agreement amends and restates the Amended and Restated Custody Agreement dated as of June 19, 2001 between each open-end management investment company listed on Schedule II thereto (as amended from time to time) and The Bank of New York (the Prior Agreement ), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. For clarity, matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement. For further clarity, the continuation of amendments to and other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such amendments and agreements to the Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).

2. (a) Each Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an Account ; collectively, the Accounts ) shall be in the name of the Fund on behalf of the relevant Series. Except as precluded by Section 8-501(d) of the Uniform Commercial Code ( UCC ), Custodian shall hold all Securities and other financial assets, other than cash, of a Series that are delivered to it in a securities account with Custodian for and in the name of such Series and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.

(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as a Fund and Custodian may reasonably agree upon (each a Special Account ), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.

(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as a Fund and Custodian shall reasonably agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions. Custodian shall upon receipt of a Certificate or Instructions on behalf of each applicable Series, establish and maintain a segregated account or accounts for and on behalf of each such Series, into which account or accounts may be transferred cash, securities, or other assets of the Series and collateral provided to the Series by its counterparties, including securities maintained in an account by Custodian (1) in accordance with the provisions of any agreement among a Fund on behalf of a Series, Custodian and a broker dealer registered under the Securities Exchange Act of 1934, as amended and a member of the Financial Industry Regulatory Authority relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or

Schedule II-3


organizations, regarding escrow or other arrangements in connection with transactions by the Series, (2) in accordance with the provisions of any agreement among a Fund, on behalf of a Series, Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the Commodity Futures Trading Commission or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Series, (3) for purposes of segregating cash or government securities in connection with options purchased, sold or written by a Series or commodity futures contract options thereon purchased or sold by a Series, (4) for the purposes of compliance by a Series with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (5) for any other purpose in accordance with a Certificate or Instructions and as agreed by the parties.

3. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by such Fund, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board of trustees, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by -laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;

(d)   It will not use the services provided by Custodian hereunder in any manner that is,
or will result in, a violation of any law, rule or regulation applicable to the Fund;
 
(e)   Its board of trustees or its foreign custody manager, as defined in Rule 17f-5 under

 

the 1940 Act, has determined that use of each Subcustodian (including any Replacement Custodian) and each Depository which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the 1940 Act and Rules 17f-4 or 17f-5 thereunder, as the case may be; (f) Upon receiving from Custodian an initial analysis of and information concerning changes in the custody risks associated with maintaining assets at a Foreign Depository, the Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the 1940 Act; (g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by the

Schedule II-4


Fund, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, acknowledges and agrees that Instructions need not be reviewed by Custodian if such Instructions require authentication codes and have such codes, acknowledges and agrees the same may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given; (h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day - light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the 1940 Act; (i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the 1940 Act; (j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and (k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right or prior claim of any other person or entity (except as otherwise provided by law), such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith (except as otherwise provided by law).

4. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodian s request a Form FR U-l (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.

5. Custodian hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each receipt of a Certificate or each receipt of Oral Instructions or Instructions by Custodian, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by -laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and (d) It will not provide services hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Custodian.

Schedule II-5


ARTICLE III

CUSTODY AND RELATED SERVICES

1. (a) Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities and cash received by it from time to time for such Fund s account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection (e) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodian s or a BNY Affiliate s agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depository or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to each Fund and their Series, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the Replacement Subcustodian ). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Fund s board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 1940 Act and Rule 17f-5 thereunder.

(b) Custodian may employ one or more Subcustodians located in the United States for a Fund, but only in accordance with applicable law and upon receipt of written approval from the Fund. The approval of a particular Subcustodian by the Fund shall not limit Custodian s liability with respect to the use of the Subcustodian under this Agreement.

(c) With respect to Losses (as defined below) incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodian s provision of sub-custody services in a market listed in Schedule III hereto, Custodian will be liable for such Losses to the same extent as if such action or omission was performed by Custodian itself, unless a higher standard of care is required by law, rule, or regulation, in which case the higher standard of care will apply. Custodian shall take full responsibility for, and shall indemnify the Fund from and against, any Losses incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodian s provision of sub-custody services in a market listed in Schedule III hereto to the same extent as if such action or omission was performed by Custodian itself, or the insolvency of any Subcustodian that is a BNY Affiliate, and Custodian shall promptly reimburse the Fund in the amount of any such Losses. Where Custodian no longer maintains any client assets with a Subcustodian in a market listed in Schedule III or where Custodian intends to remove all client assets from all Subcustodians in a market listed in Schedule III, Custodian may remove that market from the list in Schedule III upon prior notice to the applicable Fund. In all other circumstances, Custodian may not remove a market listed in Schedule III without prior agreement of the applicable Fund.

(d) Assuming that Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5, unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold such Series Foreign Assets (as defined in Rule 17f-5) indirectly through a Subcustodian only if Custodian determines that (1) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Subcustodian, after considering all factors relevant to the safekeeping of such assets, including, without

Schedule II-6


limitation the factors specified in Rule 17f-5(c)(1); and (2) the contract governing the foreign custody arrangements with such Subcustodian selected by Custodian will satisfy the requirements of Rule 17f-5(c)(2), including but not limited to: (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of cash or value other than for safe custody or administration.

(e) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund or the Fund s investment adviser of any material change in such risks. Each Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall include information concerning, but no evaluation of, Country Risks. As used herein the term Country Risks shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such country s prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such country s regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities.

2.   Promptly after the close of business on each Business Day or the next Business Day in the
case of a Subcustodian or Foreign Depositary, or in accordance with practices in the related local market,

 

Custodian shall furnish each Fund with confirmations and a summary, on a per Series basis, of all transfers to or from the Accounts, either hereunder or with any Subcustodian appointed in accordance with this Agreement during said day. Where Securities are transferred to an Account for a Series, Custodian shall also by book-entry or otherwise identify as belonging to such Series a quantity of Securities in a fungible bulk of Securities registered in the name of Custodian (or its nominee) or shown on Custodian s account on the books of the Book-Entry System or a Depository. At least monthly and from time to time, Custodian shall furnish each Fund with a detailed statement, on a per Series basis, of the Securities and cash held by Custodian for such Fund.

3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary: (a) Collect and receive all income and other payments and in this regard Custodian shall promptly notify a Fund in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio Securities or other assets of a Series is not received by Custodian when due. In the event that extraordinary measures are required to collect such income, a Fund and Custodian shall consult as to such measures and as to the compensation and expenses of Custodian relating to such measures; (b) Give notice to each Fund and present payment and collect the amount payable upon such Securities that are called, but only if either (i) Custodian receives a written notice of such call, or (ii) notice of such call appears in or is received from a nationally recognized bond or corporate action service to which Custodian subscribes; (c) Unless otherwise instructed by a Fund, Custodian shall retain in the appropriate account any stock dividends, subscription rights and other non-cash distributions on the Securities, or the

Schedule II-7


proceeds from the sale of any distributions. Custodian shall notify a Fund upon the receipt of any non-cash item.

(d) Present for payment and collect the amount payable upon all Securities which may mature, promptly deposit or withdraw such proceeds as designated therein and advise each Fund as promptly as practicable of any such amounts due but not paid;

(e)      Surrender Securities in temporary form for definitive Securities;
 
(f)      Forward to each Fund copies of all information or documents that it may actually
 

receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities; (g) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (h) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and

    (i)   Endorse for collection checks, drafts or other negotiable instruments.
4.   (a)   Custodian shall notify each Fund of rights or discretionary actions with respect to

 

Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken (each a Notice and collectively Notices ), provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes (each a Notice Provider and collectively Notice Providers ), timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of Notices, Custodian shall have no liability for failing to so notify a Fund except as provided in the last sentence of this paragraph or as otherwise specifically agreed by Custodian in writing in an amendment to or other document separate from this Agreement. Custodian shall use reasonable care in forwarding such Notice to the relevant Fund. Custodian shall use reasonable care in the selection of a Notice Provider other than a Foreign Depository. To the extent an officer of the Custodian, with working knowledge of the Accounts, has actual knowledge that a Notice Provider has failed to provide Notices to the Custodian, the Custodian shall use reasonable care to obtain a mailing of such Notice from such Notice Provider or except in the case of a Foreign Depository use an alternative Notice Provider.

(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on a Fund or provide for discretionary action or alternative courses of action by a Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Fund s Certificate or Instructions at Custodian s offices, addressed as Custodian may from time to time request, at such date or time as Custodian may specify to the Fund. Absent Custodian s timely receipt of such Certificate or Instructions Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.

5. Custodian shall perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels that may be agreed upon by the parties in writing from

Schedule II-8


time to time. If Custodian fails to satisfy any service level that has been designated as critical, Custodian will be required to pay the Fund agreed upon credit amounts, if any.

6. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodian s only duty shall be to mail to the Funds any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodian s only duty shall be to provide the Funds with access to a provider of global proxy services at a Fund s request. The Fund using the services shall be responsible for all associated costs.

7. Custodian shall promptly advise a Fund upon Custodian s actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.

8. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.

9. Each Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ( Taxes ), with respect to any cash or Securities held on behalf of such Fund or any transaction related thereto. Each Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of a Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of information provided by a Fund on any forms or documentation provided by the Fund to Custodian hereunder. Each Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of

Schedule II-9


information provided by a Fund on any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of such Fund, its successors and assigns notwithstanding the termination of this Agreement.

10. (a) Upon receipt of a proper Certificate or proper Instructions in a format agreeable to the applicable Fund and Custodian, Custodian shall facilitate the processing and settlement of foreign exchange transactions for such Fund. For the purpose of settling Securities and foreign exchange transactions, each Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, sufficient immediately available funds shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency to settle the transaction. Custodian shall provide each Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as a Fund may specify to Custodian.

(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. Each Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Funds. Each Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.

(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. Each Fund understands that certain pricing information with respect to complex financial instruments ( e. g. , derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide pricing information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Subject to the immediately following sentence, Custodian is entitled to rely without investigation on the accuracy and completeness of pricing and other information provided to Custodian by a Fund or third party. Nevertheless, Custodian shall be liable for the performance of any vendor selected by Custodian that is a BNY Affiliate to the same extent as Custodian would have been liable if it performed such services itself.

11. Custodian shall promptly send to a Fund (a) any reports it receives from a Depository on such Depository s system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.

12. Subject to Article III, Section 4(a), Custodian shall transmit promptly to a Fund for each Series all written information received by Custodian from issuers of the Securities and other financial assets being held for the Series, including among other things, maturities of domestic securities and notices of exercise of call and put options. Also subject to Article III, Section 4(a), Custodian shall transmit promptly to the Fund all written information received by Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. Custodian shall transmit promptly to the Fund for each Series all written information received by Custodian regarding any class action or other collective litigation relating to Securities or other financial assets issued in the United States and then held, or previously held, during the relevant class action period

Schedule II-10


during the term of this Agreement by Custodian for the account of a Fund for a Series, including, but not limited to, opt-out notices and proof-of-claim forms.

13. Custodian will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Custodian, that contains reasonable and appropriate security measures designed to safeguard the Confidential Information of a Fund that Custodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Custodian will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to: (i) ensure the security and confidentiality of all Confidential Information of a Fund that Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such Confidential Information; (iii) protect against unauthorized access to or use of such Confidential Information; (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches; and (v) ensure appropriate disposal of such Confidential Information.

Custodian will monitor and review its information security program and revise it, as necessary and in its sole discretion, to address as it deems necessary any reasonably foreseeable and applicable legal and regulatory requirements. Custodian shall periodically test and audit its information security program.

Custodian shall respond to the Funds reasonable requests for information concerning Custodian s information security program and once each calendar year, upon request, Custodian will permit authorized representatives of the Funds to review, at Custodian s site, its applicable policies and procedures to the extent it is able to do so without divulging sensitive, proprietary, or Custodian Confidential Information. Upon reasonable request, Custodian shall discuss with the Funds the information security program of Custodian. Custodian also agrees, when requested but not more frequently than once per year, to complete any reasonable security questionnaire regarding Custodian s information security program provided by the Funds and return it in a commercially reasonable period of time. The parties may also agree upon other matters relating to access management and information security which the parties consider to be appropriate from time to time.

Custodian shall: (i) promptly notify a Fund of any unauthorized access to Confidential Information of the Fund in the possession or control of Custodian ( Breach of Security ); (ii) promptly furnish to the relevant Fund full details of such Breach of Security to the extent it is available and not privileged information or part of an investigation; (iii) provide reasonable cooperation to a Fund in any litigation and investigation of third parties deemed necessary by the Fund to protect its proprietary and other rights; (iv) take all reasonable and appropriate action to end the Breach of Security and to mitigate any continuing or future harm to a Fund resulting from the Breach of Security, and (v) use reasonable precautions to prevent a recurrence of a Breach of Security. This provision will survive termination or expiration of this Agreement for so long as Custodian or any Subcustodian continues to possess or have access to Confidential Information of a Fund. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.

14. Custodian has and shall maintain business continuation and disaster recovery plans with respect to its global custody business, which, in the event of a significant business disruption affecting Custodian (which could include a Force Majeure Event as defined below), will be designed to ensure the continued processing capability and availability of the services provided by Custodian under this Agreement without undue delay or disruption. Custodian shall update and test the operability of such plans at least annually. On an annual basis, Custodian shall, upon reasonable request, meet with the Funds to review any business continuation and disaster recovery plans of Custodian relevant to the services provided by Custodian under this Agreement. Custodian represents that its business continuation and disaster

Schedule II-11


recovery plans are appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.

15. Each Fund represents that it maintains compliance policies and procedures reasonably designed to prevent the Fund from violating any applicable laws, rules, regulations, executive orders or requirements administered by any governmental authority of the United States (including the U.S. Office of Foreign Assets Control) concerning economic sanctions. Unless otherwise prohibited, a Fund will promptly provide to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 15, including information regarding its Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 15. If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will inform the Fund as soon as reasonably practicable.

16. Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program ( CIP ) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Fund. Accordingly, prior to opening an Account hereunder, Custodian will ask the Fund to provide certain information including, but not limited to, the Fund s name, physical address, tax identification number and other information that will help Custodian to identify and verify the Fund s identity, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each Fund agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Fund s identity in accordance with Custodian s CIP.

ARTICLE IV

PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT

1. Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.

2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodian s acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct.

3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment

Schedule II-12


therefor. All such credits shall be conditional until Custodian s actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be final until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.

ARTICLE V

OVERDRAFTS OR INDEBTEDNESS

1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day - light overdraft) because the cash held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate Account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum agreed by such Fund and Custodian from time to time, or, in the absence of an agreement, at the rate ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to such Securities of such Series as shall have a fair market value equal to the aggregate amount of all overdrafts of, or advances to, such Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding. The Fund authorizes Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series credit on Custodian s books; provided, however, that Custodian shall provide the Fund with two (2) business days advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and other assets are to be used to set off the outstanding balance. For avoidance of doubt, the provisions of this Section do not apply to any amounts owed to Custodian pursuant to any other Section of this Agreement, including, in particular, any amounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.

2. If a Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the 1940 Act and the Fund s prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all

Schedule II-13


rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities. In this event, Custodian shall notify the Fund that the Securities were not delivered, and the information that the Fund failed to specify in the Certificate.

ARTICLE VI

SALE AND REDEMPTION OF SHARES

1. Whenever a Fund shall sell any shares issued by the Fund ( Shares ) it shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the amount of cash and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.

2. Upon receipt of such cash from a Fund s transfer agent, Custodian shall credit such cash to an Account in the name of the Series for which such cash was received.

3. Except as provided hereinafter, whenever a Fund desires Custodian to make payment out of the cash held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate, Instructions or Oral Instructions out of the cash held in an Account of the appropriate Series.

4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by a Fund, Custodian, unless otherwise instructed by a Certificate or Instructions (or if agreed between the Fund and Custodian Oral Instructions) shall, upon presentment of such check, charge the amount thereof against the cash held in the Account of the Series of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.

ARTICLE VII

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. Whenever a Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions, Oral Instructions (if agreed between the Fund and Custodian) or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

2. Upon the payment date specified in such Instructions, Oral Instructions or Certificate, Custodian shall pay out of the cash held for the Account of such Series the total amount payable to the dividend agent of the Fund with respect to the Series specified therein.

Schedule II-14


ARTICLE VIII
CONCERNING CUSTODIAN

1. (a) Custodian shall exercise such good faith, reasonable care, diligence and prudence as a professional custodian would exercise under the facts and circumstances and to act without negligence, fraud, bad faith, or willful misconduct in carrying out the duties and obligations set forth in this Agreement, unless a higher standard of care is required by law, rule, or regulation, in which case such higher standard of care will apply. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys and accountants fees (collectively, Losses ), incurred by or asserted against a Fund, except those Losses arising out of Custodian s own negligence, bad faith or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories, or, except to the extent such action or inaction is a direct result of Custodian s failure to fulfill its duties hereunder, of any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian, Depository, or Foreign Depository, Custodian shall take appropriate action to recover such Losses from such Subcustodian, Depository, or Foreign Depository; and with regard to a Depository or Foreign Depository or with regard to a Loss relating to the Subcustodian s provision of sub-custody services in a market other than one listed in Schedule III hereto, Custodian s sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian, Depository or Foreign Depository (exclusive of costs and expenses incurred by Custodian), except to the extent that (A) Custodian s negligence, bad faith or willful misconduct is the direct cause of such Subcustodian, Depository or Foreign Depository s act or omission (it being agreed that Custodian s decision to use any such Subcustodian, Depository or Foreign Depository shall not constitute negligence, bad faith or willful misconduct), or (B) a transaction or other matter between Custodian and such Subcustodian, Depository or Foreign Depository in which Custodian acts with negligence, fraud, bad faith, or willful misconduct and which is unrelated to the Fund was the cause of the loss or damage, in each of which events, Custodian shall be liable for such Losses. At a Fund s election and to the extent practicable under the circumstances and allowable under the applicable agreement and/or the law pursuant to which such agreement is construed, a Fund shall be subrogated on behalf of its Series to the rights of Custodian with respect to any claims against a Depository or Foreign Depository or against a Subcustodian with respect to the provision of sub-custody services in a market other than one listed in Schedule III hereto as a consequence of any Losses if and to the extent that such Series has not been made whole for any Losses within a reasonable period of time by such Subcustodian, Depository or Foreign Depository. Upon the occurrence of any event that causes or may cause any Losses to a Fund, Custodian shall (i) promptly notify the Fund of the occurrence of such event and (ii) take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund.

(b) Provided Custodian s actions or omissions are without gross negligence, fraudulent conduct, bad faith, or willful misconduct, Custodian shall not be liable to a Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. In addition, neither Custodian nor any Subcustodian shall be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions requiring authentication codes if such Instructions have authentication codes without reviewing the same; (iii) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 3(i) of Article II hereof; (iv) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (v) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of Custodian s failure to fulfill its duties

Schedule II-15


hereunder, any Foreign Depository; or (vi) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the Account of the Fund, and Custodian may treat any Account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies. Provided that Custodian shall maintain an information security program as set forth in Article III, Section 13, and business continuation and disaster recovery procedures as set forth in Article III, Section 14, Custodian shall not be liable for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services ( Force Majeure Event ). Custodian shall endeavor to promptly notify the Funds when it becomes aware of any situation outlined above, but shall not be liable for a failure to do so. The Funds shall not be responsible for temporary delays in the performance of their duties and obligations hereunder and correspondingly shall not be liable for any Losses attributable to such delay in consequence of an event as described above affecting the Funds principal place of business operations or administration.

(c) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. With respect to Losses incurred by a Fund as a result of an action or omission of a BNY Affiliate, Custodian will be liable for such Losses to the same extent that Custodian would be liable under the Agreement if the applicable action or omission was that of Custodian.

(d) The Funds agree to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodian s performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Funds shall not indemnify Custodian for those Losses arising out of Custodian s own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of each Fund, their successors and assigns, notwithstanding the termination of this Agreement.

(e) Without limiting any provisions of Article III, Section 1, Custodian agrees to indemnify each Fund against and hold each Fund harmless from and against any and all direct damages sustained or incurred because of or in connection with this Agreement; provided however, that Custodian shall only indemnify the Funds for those direct damages arising out of the negligence, bad faith or willful misconduct of Custodian, or any affiliate of Custodian or any BNY Affiliate. This indemnity shall be a continuing obligation of Custodian, its successors and assigns, notwithstanding the termination of this Agreement.

2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for (except to the extent that either (a) or (b) involves Custodian s negligence, bad faith or willful misconduct):

Schedule II-16


(a) Any Losses incurred by a Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market; (b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor; (c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor; (d) The legality of the declaration or payment of any dividend or distribution by a Fund; (e) The legality of any borrowing by a Fund; (f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate collateral for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due; (g) The sufficiency or value of any amounts of cash and/or Securities held in any Special Account in connection with transactions by a Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodian s receipt or non-receipt of any such payment except that Custodian shall as promptly as practical under the circumstances notify a Fund of any difference between the amount the Fund has specified in a Certificate or Instructions as the amount to be received and the amount Custodian actually receives or does not receive; or (h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by a Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.

3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel at its own expense (without limiting Article VIII, Section 1(d)) and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice provided that Custodian has selected and retained such counsel using reasonable care and any action taken pursuant to the advice must be consistent with Custodian s responsibilities under this Agreement.

4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment, unless and until (i) it shall

Schedule II-17


be directed to take such action by a Certificate or Instructions and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action except that Custodian shall as promptly as practical under the circumstances notify the affected Fund in writing of such default or refusal to pay.

5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.

6. Each Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at agreed rates for such services as may be applicable.

7. In addition to, and not as a limitation of, Custodian s rights under Section 1 of Article V, Custodian has the right to debit a cash account in advance for any amount payable by a Fund in connection with any and all obligations of the Fund to Custodian, provided Custodian has given the Fund at least two (2) business days prior notice of such debit during which time the Fund shall be entitled to determine the priority order in which any cash accounts are to be debited.

8. Each Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Each Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. Under either of the two foregoing circumstances, Custodian shall promptly notify the Fund. If a Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Fund s use thereof shall be subject to the terms and conditions contained in a separate written agreement.

9. The books and records pertaining to a Fund which are in possession of Custodian shall be the property of such Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and the rules thereunder and other applicable securities laws, rules and regulations. The Fund, or its authorized representatives (including the Fund s independent public accountants), shall have access to such books and records during Custodian s normal business hours. Upon the reasonable request of a Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative (including the Fund s independent public accountants). Upon the reasonable request of a Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.

10. Upon reasonable request of a Fund, Custodian shall provide the Fund with a copy of Custodian s Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C Section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or successor governing standard). In addition, from time to time as reasonably requested, Custodian will furnish the Fund a gap or bridge letter that will address any material changes that might have occurred in Custodian s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request of the Fund, Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.

Schedule II-18


11. In addition, Custodian shall cooperate with and promptly supply necessary information reasonably requested to any entity or entities appointed by a Fund to keep its books of account and/or compute its net asset value. Custodian shall take all such reasonable actions as a Fund may from time to time request to enable a Fund to obtain, from year to year, favorable opinions from a Fund s independent accountants with respect to Custodian s activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

12. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. Custodian shall provide each Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as a Fund may reasonably request from time to time.

13. Neither Custodian nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement.

ARTICLE IX
TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not take effect sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Series and not sooner than one hundred twenty (120) days after the date of such delivery or mailing if termination is being sought by the Custodian. A Fund may immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of the Agreement with respect to any one particular Fund or Series shall in no way affect the rights and duties under the Agreement with respect to any other Fund or Series. In the event such notice is given by either party, the Fund shall designate a successor custodian or custodians on or before the termination date. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $25,000,000 aggregate capital, surplus and undivided profits, as shown by its last published report, and which shall be satisfactory to the Funds. Upon the date set forth in such notice, this Agreement shall terminate with respect to the affected Fund(s), and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and cash then owned by the Fund(s) and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled, provided that the Fund shall be entitled to determine the reasonable priority order in which the cash or other assets of any Series are to be deducted by the Custodian to obtain reimbursement.

2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and cash then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.

Schedule II-19


3. In the event of any termination of this Agreement for any reason whatsoever, Custodian shall, for a period of up to one hundred twenty (120) days after termination of the Agreement, (i) continue to provide all or part of the services under this Agreement if requested by the Fund, which services shall be subject to the terms and conditions of this Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to the Fund or any successor custodian all assistance reasonably requested to enable the Fund or the successor custodian to commence providing services similar to those under this Agreement; and (iii) subject to the same limitations in place during the term of this Agreement, provide the Fund with access to all records in the possession of Custodian relating to the Fund which belong to the Fund and which are required to be maintained pursuant to the 1940 Act.

4. In connection with any termination of this Agreement for any reason whatsoever, the parties shall promptly develop a transition plan setting forth a reasonable timetable for the transition and describing the parties respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.

5. If Custodian is prevented from carrying out its obligations under this Agreement as a result of any Force Majeure Event for a period of thirty (30) days, a Fund may terminate this Agreement by giving Custodian not less than thirty (30) days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.

ARTICLE X
MISCELLANEOUS

1. Each Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates, Instructions or Oral Instructions of such present Authorized Persons.

2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 225 Liberty Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at Attn.; Chief Financial Officer, The Vanguard Group, Inc., 400 Devon Park Drive, A29, Wayne, Pennsylvania 19087, or at such other place as the Fund may from time to time designate in writing.

4. Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.

5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Schedule III hereto may be made as provided in Article III, Section 1(c). This Agreement shall extend to and shall be binding upon the parties

Schedule II-20


hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.

6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a federal court situated in New York City, New York in connection with any dispute arising hereunder. Each Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Each Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.

7. This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of such Funds; further, the assets of a particular Series of such Fund shall under no circumstances be charged with liabilities attributable to any other Series of such Fund and that all persons extending credit to, or contracting with or having any claim against a particular Series of such Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.

8. Each party hereto agrees that it shall treat confidentially the terms and conditions of this Agreement and all Confidential Information of any other party. Subject to the terms of this Agreement, all Confidential Information of a party hereto shall not be used by any other party hereto except solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party. Custodian may disclose a Fund s Confidential Information to Custodian s affiliates, legal counsel, consultants, accountants, agents, or service providers (i) who have a business need to know such Confidential Information solely for purposes of carrying out services with respect to the Funds in connection with this Agreement, and (ii) who are subject to fiduciary, professional, or contractual obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein, and as otherwise required by law or legal process (each such recipient being a Custodian Agent ). Custodian shall remain ultimately responsible for any impermissible or unlawful use, disclosure, or distribution of a Fund s Confidential Information by Custodian Agents.

9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

Schedule II-21





 

SCHEDULE II AMENDMENT #1

The following is an amended and restated Schedule II ( Amendment ) to the Amended and Restated Custody Agreement, dated as of August 29, 2017 (the Agreement ), by and between The Bank of New York Mellon ( Custodian ) and each open-end management investment company listed on this Schedule II (each, a Fund ). This Amendment serves to update Schedule II. Custodian and the Funds agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.

Schedule II is amended as follows: Vanguard Admiral Funds

Vanguard Treasury Money Market Fund/23-2696041

Vanguard Chester Funds

Vanguard PRIMECAP Fund/23-2311358

Vanguard CMT Funds

Vanguard Market Liquidity Fund/20-0961056

Vanguard Fenway Funds

Vanguard PRIMECAP Core Fund/20-1689237

Vanguard Fixed Income Securities Funds

Vanguard Intermediate-Term Investment -Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short -Term Investment -Grade Fund/23 -2439153 Vanguard Short -Term Federal Fund/23-2483049 Vanguard Short -Term Treasury Fund/23-2659567

Vanguard Horizon Funds

Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small -Cap Equity Fund/20 -4234046

Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Emerging Markets Bond Fund

Vanguard Money Market Reserves

Vanguard Prime Money Market Fund/23 -6607979 Vanguard Federal Money Market Fund/23 -2439136

Vanguard Scottsdale Funds

Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873


Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415

Vanguard Trustees Equity Fund

Vanguard Emerging Markets Select Stock Fund/45 -1137578

Vanguard Variable Insurance Funds Capital Growth Portfolio/55 -0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135

Short -Term Investment - Grade Portfolio/23-2980466

Vanguard Wellington Funds

Vanguard U.S. Multifactor Fund/82-3636503 Vanguard U.S. Liquidity Factor ETF/82-3549793 Vanguard U.S. Minimum Volatility ETF/82-3575034 Vanguard U.S. Momentum Factor ETF/82-3594286 Vanguard U.S. Multifactor ETF/82-3607687 Vanguard U.S. Quality Factor ETF/82-3660611 Vanguard U.S. Value Factor ETF/82-3666894

Vanguard Whitehall Funds

Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733

Vanguard International Dividend Appreciation Index Fund/47-5192304 Vanguard International High Dividend Yield Index Fund/47-5195802

(Rest of page left intentionally blank)


AGREED TO as of January11, 2018 BY:        
 
The Bank of New York Mellon   Each of the Open-End Management   Investment
    Companies Listed on Schedule II Hereto    
By:   By:    
Name:   Name: Thomas J. Higgins    
Title:   Title: Chief Financial Officer    

 


        SCHEDULE III

 
 
 
Argentina   Ireland   Slovenia

 
 
Australia   Israel   South Africa

 
 
Austria   Italy   South Korea

 
 
Bahrain   Japan   Spain

 
 
Bangladesh   Jordan   Sri Lanka

 
 
Belgium   Kazakhstan   Swaziland

 
 
Bermuda   Kenya   Sweden

 
 
Botswana   Kuwait   Switzerland

 
 
Brazil   Latvia   Taiwan

 
 
Bulgaria   Lebanon   Thailand

 
 
Canada   Lithuania   Tunisia

 
 
Cayman Islands   Luxembourg   Turkey

 
 
Channel Islands   Malaysia   Uganda

 
 
Chile   Malta   Ukraine

 
 
China Shanghai   Mauritius   United Arab Emirates

 
 
China Shenzhen   Mexico   United Kingdom

 
 
Colombia   Morocco   United States

 
 
Costa Rica   Namibia   Uruguay

 
 
Croatia   Netherlands   Venezuela

 
 
Cyprus   New Zealand   Vietnam

 
 
Czech Republic   Nigeria   Zambia

 
 
Denmark   Norway   Zimbabwe

 
 
Egypt   Oman    

 
 
Estonia   Pakistan    

 
 
Euromarket   Peru    

 
 
Finland   Philippines    

 
 
France   Poland    

 
 
Germany   Portugal    

 
 
Ghana   Qatar    

 
 
Greece   Romania    

 
 
Hong Kong   Russia    

 
 
Hungary   Saudi Arabia    

 
 
Iceland   Serbia    

 
 
India   Singapore    

 
 
Indonesia   Slovak Republic    

 

Schedule III-1


AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT

This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the Fund ), and S TATE S TREET B ANK and T RUST C OMPANY , a Massachusetts trust company (the Custodian ). Each Fund and the Custodian agree that this Agreement merges, integrates and supersedes all prior agreements, side letters and understandings between the parties with respect to the matters contained herein; provided, however, that the continuation of any other agreements that may reference the Master Custodian Agreement between the Custodian and the Fund dated prior to the date hereof ( Prior Agreement ) is not intended to be affected by the fact of this amendment and restatement of the Master Custodian Agreement, and reference in such other agreements to a Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).

W ITNESSETH :

W HEREAS , each Fund is authorized to issue shares of common stock or shares of beneficial interest in separate series ( Shares ), with each such series representing interests in a separate portfolio of securities and other assets;

W HEREAS , each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the Portfolio(s) ).

W HEREAS , each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more Portfolio(s) shall be deemed to refer to such Fund(s); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements   hereinafter
contained, the parties hereto intending to be legally bound hereby agree as follows:    
 
SECTION 1.   EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT    
   
   

 

Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States ( domestic securities ) and securities which the Fund, on behalf of the applicable Portfolio desires to be held outside the United States ( foreign securities ) . Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities, other financial assets and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities or other financial assets owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a Local Agent ), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a Pledgee ), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With


respect to uncertificated shares (the Underlying Shares ) of (i) registered investment companies (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the 1940 Act )), whether in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act or (ii) investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act (the entities listed in clauses (i) and (ii) being hereinafter sometimes referred to as the Underlying Portfolios ) the holding of confirmation statements that identify the shares as being recorded in the Custodian s name on behalf of the Portfolios will be deemed custody for purposes hereof.

Upon receipt of Proper Instructions, the Custodian shall from time to time employ one or more sub-custodians located in the United States for a Fund on behalf of the applicable Portfolio(s. The Custodian may place and maintain each Fund s foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.

SECTION 2.   DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD
   
    IN THE UNITED STATES
   

 

S ECTION 2.1 H OLDING S ECURITIES . The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a U.S. Securities System ) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the Underlying Transfer Agent ). Except as precluded by Section 8-501(d) of the Uniform Commercial Code ( UCC ), the Custodian shall hold all securities and other financial assets, other than cash, of a Portfolio that are delivered to it in a securities account with the Custodian for and in the name of such Portfolio and shall treat all such assets other than cash as financial assets as those terms are used in the UCC. The Custodian shall identify on its books and records as belonging to a Portfolio the securities and other financial assets, constituting Portfolio assets held by (a) the Custodian, its delegates and sub-custodians, (b) a U.S. Securities System, or (c) an Underlying Transfer Agent in accordance with Section 2.10. To the extent that the Custodian or any of its sub-custodians holds securities constituting the Portfolio s assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian shall identify which of such securities constitute a Portfolio s assets.

S ECTION 2.2 D ELIVERY OF S ECURITIES . The Custodian shall release and deliver domestic securities and other financial assets owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1)      Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;
 
2)      Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;
 

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3)      In the case of a sale effected through a U. S. Securities System, in accordance with the provisions of Section 2.8 hereof;
 
4)      To the depository agent in connection with tender or other similar offers for securities of the Portfolio;
 
5)      To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
 
6)      To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;
 
7)      Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian s own negligence or willful misconduct;
 
8)      For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;
 
9)      In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;
 
10)      For delivery in connection with any loans of securities made by the Portfolio (a) against
 
receipt      of collateral as agreed from time to time by the Fund on behalf of the Portfolio,
 
except      that in connection with any loans for which collateral is to be credited to the
 
Custodian s      account in the book-entry system authorized by the U.S. Department of the
 
Treasury,      the Custodian will not be held liable or responsible for the delivery of securities
 
owned      by the Portfolio prior to the receipt of such collateral or (b) to the lending agent, or
 
the      lending agent s custodian, in accordance with written Proper Instructions (which need
 
not      provide for the receipt by the Custodian of collateral therefor) agreed upon from time
 
to      time by the Custodian and the Fund;
 
11)      For delivery as security in connection with any borrowing by a Fund on behalf of a
 
Portfolio      requiring a pledge of assets by the Fund on behalf of such Portfolio;
 

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12)      For delivery in accordance with the provisions of any agreement among the Fund on behalf
 
  of      the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange
 
  Act      of 1934 (the Exchange Act ) and a member of the Financial Industry Regulatory
 
  Authority,      Inc. ( FINRA ), relating to compliance with the rules of The Options Clearing
 
  Corporation      and of any registered national securities exchange, or of any similar
 
  organization      or organizations, regarding escrow or other arrangements in connection with
 
  transactions      by the Fund on behalf of a Portfolio;
 
13)      For delivery in accordance with the provisions of any agreement among a Fund on behalf
 
  of      the Portfolio, the Custodian, and a futures commission merchant registered under the
 
  Commodity      Exchange Act, relating to compliance with the rules of the Commodity Futures
 
  Trading      Commission (the CFTC ) and/or any contract market, or any similar organization
 
  or      organizations, regarding account deposits in connection with transactions by the Fund
 
  on      behalf of a Portfolio;
 
14)      Upon the sale or other delivery of such investments (including, without limitation, to one
 
  or      more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund,
 
  and      communicated to the Custodian from time to time via a writing duly executed by an
 
  authorized      officer of the Fund, for the purpose of engaging in repurchase agreement
 
  transactions(s),      each a Repo Custodian ), and prior to receipt of payment therefor, as set
 
  forth      in written Proper Instructions (such delivery in advance of payment, along with
 
  payment      in advance of delivery made in accordance with Section 2.6(7), as applicable,
 
  shall      each be referred to herein as a Free Trade ), provided that such Proper Instructions
 
  shall      set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to
 
  whom      delivery of such securities shall be made;
 
15)      Upon receipt of instructions from the Fund s transfer agent (the Transfer Agent ) for
 
  delivery      to such Transfer Agent or to the holders of Shares in connection with distributions
 
  in      kind, as may be described from time to time in the currently effective prospectus and
 
  statement      of additional information of the Fund related to the Portfolio (the Prospectus ),
 
  in      satisfaction of requests by holders of Shares for repurchase or redemption;
 
16)      In the case of a sale processed through the Underlying Transfer Agent of Underlying
 
  Shares,      in accordance with Section 2.10 hereof;
 
17)      For delivery as initial or variation margin in connection with futures or options on futures
 
  contracts      entered into by the Fund on behalf of the Portfolio; and
 
18)      For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf
 
  of      the applicable Portfolio specifying (a) the securities of the Portfolio to be delivered and
 
  (b)      the person or persons to whom delivery of such securities shall be made.
 

S ECTION 2.3 R EGISTRATION OF S ECURITIES . Domestic securities or other financial assets held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be

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in street name or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in street name , the Custodian shall utilize its best efforts to timely collect income due the Fund on such securities and shall utilize its best efforts to timely notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

S ECTION 2.4 B ANK A CCOUNTS . The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the Board ). Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

S ECTION 2.5 C OLLECTION OF I NCOME . Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities and other financial assets held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodian s then current payable date income schedule. The Custodian may reverse any income credited by the Custodian to a Portfolio after the Custodian reasonably determines that actual payment of income will not occur in due course, and the Custodian may charge the Portfolio a rate agreed upon by the parties for the amount of unpaid income credited to the Portfolio. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.

The Custodian shall notify a Fund, at the frequency agreed upon by the parties, in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and agree upon any compensation and expenses payable to the Custodian as a result of taking such measures. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default.

SECTION 2.6   PAYMENT OF FUND MONIES. The Custodian shall pay out monies of a Portfolio as
   
provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the applicable

 

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Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:

1)      Upon the purchase of domestic securities, options, futures contracts or options on futures
 
  contracts      for the account of the Portfolio but only (a) in accordance with customary or
 
  established      market practices and procedures, including, without limitation, delivering
 
  money      to the seller thereof or to a dealer therefor (or an agent for such seller or dealer)
 
  against      expectation of receiving later delivery of such securities or evidence of title to such
 
  options,      futures contracts or options on futures contracts to the Custodian (or any bank,
 
  banking      firm or trust company doing business in the United States or abroad which is
 
  qualified      under the 1940 Act to act as a custodian and has been designated by the Custodian
 
  as      its agent for this purpose) registered in the name of the Portfolio or in the name of a
 
  nominee      of the Custodian referred to in Section 2.3 hereof or in proper form for transfer;
 
  (b)      in the case of a purchase effected through a U. S. Securities System, in accordance with
 
  the      conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying
 
  Shares,      in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case
 
  of      repurchase agreements entered into between the applicable Fund on behalf of a Portfolio
 
  and      the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i)
 
  against      delivery of the securities either in certificate form or through an entry crediting the
 
  Custodian s      account at the Federal Reserve Bank with such securities or (ii) against
 
  delivery      of the receipt evidencing purchase by the Portfolio of securities owned by the
 
  Custodian      along with written evidence of the agreement by the Custodian to repurchase
 
  such      securities from the Portfolio; or (e) for transfer to a time deposit account of the Fund
 
  in      any bank, whether domestic or foreign; such transfer may be effected prior to receipt of
 
  a      confirmation from a broker and/or the applicable bank pursuant to Proper Instructions
 
  from      the Fund as defined herein;
 
2)      In connection with conversion, exchange or surrender of securities owned by the Portfolio
 
  as      set forth in Section 2.2 hereof;
 
3)      For the redemption or repurchase of Shares issued as set forth in Section 7 hereof;
 
4)      For the payment of any expense or liability incurred by the Portfolio, including but not
 
  limited      to the following payments for the account of the Portfolio: interest, taxes,
 
  management,      accounting, transfer agent and legal fees, and operating expenses of the Fund
 
  whether      or not such expenses are to be in whole or in part capitalized or treated as deferred
 
  expenses;     
 
5)      For the payment of any dividends on Shares declared pursuant to the Fund s articles of
 
  incorporation      or organization and by-laws or agreement or declaration of trust, as
 
  applicable,      and Prospectus and Statement of Additional Information (collectively,
 
  Governing      Documents );
 
6)      For payment of the amount of dividends received in respect of securities sold short;
 
7)      Upon the purchase of domestic investments including, without limitation, repurchase
 
  agreement      transactions involving delivery of Portfolio monies to Repo Custodian(s), and
 
  prior      to receipt of such investments, as set forth in written Proper Instructions (such
 
  payment      in advance of delivery, along with delivery in advance of payment made in
 
  accordance      with Section 2.2(14), as applicable, shall each be referred to herein as a Free
 

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  Trade ), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;
 
8)      For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and
 
9)      For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.
 

S ECTION 2.7 A PPOINTMENT OF A GENTS . The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents to carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of any of its duties or obligations hereunder and the Custodian shall be fully responsible and liable for the actions and omissions of any agent (which shall not be deemed to be U.S. Securities Systems, Special Sub-Custodians, U.S. sub-custodians designated pursuant to the last paragraph of Section 1, or Foreign Sub-Custodians and sub-custodians and other agents of the Fund or Portfolio) appointed hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.

S ECTION 2.8 D EPOSIT OF F UND A SSETS IN U. S. S ECURITIES S YSTEMS . The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.

S ECTION 2.9 S EGREGATED A CCOUNT . The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash, in the case of a deposit account, or securities and other financial assets (other than cash), in the case of a securities account, of the Portfolio and collateral provided to the Portfolio by its counterparties, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) in accordance with the provisions of any agreement among the Fund, on behalf of the Portfolio, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the CFTC or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (c) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contract options thereon purchased or sold by the Portfolio, (d) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U. S. Securities and Exchange Commission (the SEC ), or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Proper Instructions.  

S ECTION 2.10 D EPOSIT OF F UND A SSETS WITH THE U NDERLYING T RANSFER A GENT . Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodian s only responsibilities with respect thereto shall be limited to the following:

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1)      Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.
 
2)      In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodian s books and records.
 
3)      In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodian s books and records and, upon the Custodian s receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodian s books and records.
 

The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except to the extent the loss or damage results directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.

S ECTION 2.11 O WNERSHIP C ERTIFICATES FOR T AX P URPOSES . The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

S ECTION 2.12 P ROXIES . The Custodian shall deliver to a Fund all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of a Fund s Portfolios that are received by the Custodian, any sub-custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any sub-custodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any sub-custodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions, the Custodian shall promptly notify (subject to market practices and rules) a Fund. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

S ECTION 2.13 C OMMUNICATIONS . Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 2.3, the Custodian shall transmit promptly to a Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio, including among other things, maturities of domestic securities and notices of exercise of call and put options. The Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer.

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The Custodian shall also transmit promptly to the Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.

S ECTION 2.14 E XERCISE OF R IGHTS ; T ENDER O FFERS . Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership ( Mandatory Corporate Actions ), and shall promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing.

In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a Voluntary Corporate Action ), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy, or if a copy is not available, a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.

S ECTION 2.15 S ECURITIES L ENDING . To the extent that a Fund engages in a securities lending program other than with the Custodian, the Fund and the Custodian will agree to procedures that will apply to such securities lending program.

SECTION 3.   PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
   
 
SECTION 3.1   DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth
below shall have the indicated meanings:

 

Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country s political environment, economic and

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financial infrastructure (including any Eligible Securities Depository operating in the country), nationalization, expropriation, currency restrictions, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

Eligible Foreign Custodian has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority -owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.

Foreign Assets means any of the Portfolios investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios transactions in such investments.

Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.

Rule 17f- 5 means Rule 17f-5 promulgated under the 1940 Act.

Rule 17f- 7 means Rule 17f-7 promulgated under the 1940 Act.

S ECTION 3.2 T HE C USTODIAN AS F OREIGN C USTODY M ANAGER .

3.2.1 D ELEGATION TO THE C USTODIAN AS F OREIGN C USTODY M ANAGER . Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 C OUNTRIES C OVERED . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Fund s Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. The Custodian will assist a Fund in satisfying the account opening requirements for a country as may be reasonably requested by the Fund. Following the receipt of Proper Instructions directing the Foreign

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Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn, and such withdrawal shall be deemed to be effective, and the Custodian shall cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country as of the date that is ninety days (or such other period to which the parties may agree in writing) after receipt of any such Proper Instructions by the Foreign Custody Manager.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Ninety days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian s acceptance of delegation is withdrawn.

3.2.3 S COPE OF D ELEGATED R ESPONSIBILITIES :

(a) S ELECTION OF E LIGIBLE F OREIGN C USTODIANS . Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) C ONTRACTS W ITH E LIGIBLE F OREIGN C USTODIANS . The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) M ONITORING . In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 G UIDELINES FOR THE E XERCISE OF D ELEGATED A UTHORITY . For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5 R EPORTING R EQUIREMENTS . The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change. The

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Foreign Custody Manager will also provide the Fund with global market information bulletins on a timely basis.

3.2.6 S TANDARD OF C ARE AS F OREIGN C USTODY M ANAGER OF A P ORTFOLIO . In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise (unless a higher standard of care is required by Rule 17f-5). Notwithstanding the foregoing, the Custodian acting as Foreign Custody Manager of the Portfolio is subject to the standard of care set forth in Section 16 of this Agreement.

3.2.7 R EPRESENTATIONS WITH R ESPECT TO R ULE 17 F - 5 . The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

3.2.8 E FFECTIVE D ATE AND T ERMINATION OF THE C USTODIAN AS F OREIGN C USTODY M ANAGER . Each Board s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective ninety (90) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.2.9 C ERTIFICATION R EGARDING E LIGIBLE F OREIGN C USTODIANS . Each report presented to a Fund s Board by the Custodian pursuant to Section 3.2.5 above shall be accompanied by a certificate representing that (a) the Custodian has established a system to monitor the appropriateness of maintaining a Portfolio s Foreign Assets with each Eligible Foreign Custodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Eligible Foreign Custodian under the sub-custodian agreement between the Custodian and the Eligible Foreign Custodian, (b) the Custodian has monitored all Eligible Foreign Custodians and each Eligible Foreign Custodian continues to be an Eligible Foreign Custodian, (c) each Eligible Foreign Custodian continues to provide the standard of care set forth in Section 3.2.6 hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5, (d) all foreign custody agreements between the Custodian and the Eligible Foreign Custodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5, (e) since the submission of the last report pursuant to Section 3.2.5 above, there have been no material adverse changes to the Custodian s foreign custody network or arrangements other than those reported to the Board or other governing body or entity of the Fund, on behalf of itself or its applicable Portfolios, in the accompanying report or notified to the Fund through the Custodian s Global Market Bulletins, distributed to designated officers of the Fund and available on the Custodian s internet client portal, my.statestreet.com (which information shall be included in the accompanying report to the Board), and (f) the information included in the report is true, accurate and complete in all material respects.

S ECTION 3.3

E LIGIBLE S ECURITIES D EPOSITORIES .

3.3.1 A NALYSIS AND M ONITORING . The Custodian shall (a) provide the Fund (or its duly - authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and

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promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 S TANDARD OF C ARE . The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1 (unless a higher standard of care is required by Rule 17f-7). Notwithstanding the foregoing, the Custodian, in performing the duties set forth in Section 3.3.1, is subject to the standard of care set forth in Section 16 of this Agreement.

S ECTION 3.4 L OCAL R EGULATORY M ATTERS . The Custodian shall assist a Fund in complying with regulations and market practices of jurisdictions other than the United States of America applicable to a Fund s Foreign Assets as the Fund may reasonably request from time to time. Such assistance may include, but not be limited to, soliciting information and guidance from depositories, exchanges and regulators; obtaining legal opinions at the expense of the relevant Fund but only after a Fund has been notified and agrees in writing to the amount of such expenses; acting as a Fund s representative (if required by local law) in making filings; and providing such other assistance with respect to its Foreign Assets as a Fund may reasonably request. Based on what the Custodian considers to be reasonably reliable sources of information, including its Eligible Foreign Custodians, Custodian shall inform a Fund as to the Custodian s understanding of a Fund s rights, duties and obligations under regulations and market practices of jurisdictions other than the United States of America in connection with actions taken by a Fund or the Custodian, including, but not limited to, corporate actions involving a Fund s securities.

SECTION 4.   DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD
   
    OUTSIDE THE UNITED STATES
   
 
SECTION 4.1   DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth
below shall have the indicated meanings:

 

Foreign Securities System means an Eligible Securities Depository listed on Schedule B hereto.

Foreign Sub- Custodian means a foreign banking institution serving as an Eligible Foreign Custodian.

S ECTION 4.2 H OLDING S ECURITIES . The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities and other financial assets of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

S ECTION 4.3 F OREIGN S ECURITIES S YSTEMS . Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

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S ECTION 4.4 T RANSACTIONS IN F OREIGN C USTODY A CCOUNT .

4.4.1 D ELIVERY OF F OREIGN A SSETS . The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i)      Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;
 
(ii)      In connection with any repurchase agreement related to foreign securities;
 
(iii)      To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;
 
(iv)      To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;
 
(v)      To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
 
(vi)      To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodian s own negligence or willful misconduct;
 
(vii)      For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;
 
(viii)      In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;
 
(ix)      For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio;
 
(x)      In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
 
(xi)      Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that
 

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  applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and
 
  (B)      the person or persons to whom delivery shall be made;
 
(xii)      In connection with the lending of foreign securities; and
 
(xiii)      For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.
 
  4.4.2      PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may
 

be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i)      Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by
 
  Proper      Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or
 
  an      agent for such seller or dealer) against expectation of receiving later delivery of such
 
  foreign      securities; or (B) in the case of a purchase effected through a Foreign Securities
 
  System,      in accordance with the rules governing the operation of such Foreign Securities
 
  System;     
 
(ii)      In connection with the conversion, exchange or surrender of foreign securities of the
 
  Portfolio;     
 
(iii)      For the payment of any expense or liability of the Portfolio, including but not limited to
 
  the      following payments: interest, taxes, investment advisory fees, transfer agency fees, fees
 
  under      this Agreement, legal fees, accounting fees, and other operating expenses;
 
(iv)      For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio,
 
  including      transactions executed with or through the Custodian or its Foreign Sub-
 
  Custodians;     
 
(v)      In connection with trading in options and futures contracts, including delivery as original
 
  margin      and variation margin;
 
(vi)      Upon the purchase of foreign investments including, without limitation, repurchase
 
  agreement      transactions involving delivery of Portfolio monies to Repo Custodian(s), as a
 
  Free      Trade, provided that applicable Proper Instructions shall set forth (A) the amount of
 
  such      payment and (B) the person or persons to whom payment shall be made;
 
(vii)      For payment of part or all of the dividends received in respect of securities sold short;
 
(viii)      In connection with the borrowing or lending of foreign securities; and
 
(ix)      For any other purpose, but only upon receipt of Proper Instructions specifying (A) the
 
  amount      of such payment and (B) the person or persons to whom such payment is to be
 
  made.     
 
  4.4.3      MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the
 

contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery

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of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer but in all events subject to the standard of care set forth in Section 16 of this Agreement.

The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

S ECTION 4.5 R EGISTRATION OF F OREIGN S ECURITIES . The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing provided that the use of a nominee is customary market practice. The applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. To the extent that the use of nominee names is not customary market practice, foreign securities shall not be registered in a nominee name, and the Funds shall not have any obligation to hold harmless any such nominee where the use is not customary market practice. Notwithstanding the foregoing, if the prior written consent of the applicable Fund is given the applicable Fund on behalf of such Portfolio shall hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

S ECTION 4.6 B ANK A CCOUNTS . The Custodian shall identify on its books as belonging to the applicable Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. The foregoing constitutes the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.

S ECTION 4.7 C OLLECTION OF I NCOME . The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. The Custodian shall notify the Fund, at the frequency agreed to by the parties, in writing by facsimile transmission, electronic communication or in such other manner as the Fund and Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolio of a Fund are not received by the Custodian when due. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

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Income on securities loaned other than from the Custodian s securities lending program shall be credited as received.

S ECTION 4.8 S HAREHOLDER R IGHTS . With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued, including but not limited to proxy services not being available in certain markets. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors, may have the effect of severely limiting the ability of a Fund to exercise shareholder rights. The Custodian shall, however, as soon as is reasonably practicable communicate information received as to the foregoing to the applicable Fund. In addition to the foregoing, the Custodian agrees to provide the Funds with annual and periodic market updates.

S ECTION 4.9 C OMMUNICATIONS R ELATING TO F OREIGN S ECURITIES . The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.

The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. In the event that the Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify the Fund. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Foreign Sub-Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolio s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodian s services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.

S ECTION 4.10 L IABILITY OF F OREIGN S UB - C USTODIANS . The Custodian shall not employ a Foreign Sub-Custodian unless such employment is memorialized in a written agreement. Each such written agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible using best efforts, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian s performance of

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such obligations. At a Fund s election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

S ECTION 4.11 T AX L AW . The Fund or its Portfolio shall be liable for all taxes, assessments, duties and other government charges, including any interest or penalty with respect thereto, with respect to any cash or securities held on behalf of the Fund or its Portfolios or any transaction related thereto. The Custodian shall withhold or cause to withhold the amount of tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution with respect to any domestic security or foreign security and proceeds or income from the sale or other transfer of any domestic security or foreign security in custody at the Custodian. The Custodian shall assist the Fund with respect to any claim for exemption or reclaim under the tax laws of the designated countries listed on Schedule A upon request by a Fund. In providing such services, the Custodian does not act as the Fund s tax adviser or tax counsel.

S ECTION 5. C ONTRACTUAL S ETTLEMENT S ERVICES (P URCHASE / S ALES )

S ECTION 5.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis (the Contractual Settlement Services ).

S ECTION 5.2 The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

S ECTION 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.

S ECTION 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the Settlement Amount ) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to reasonably believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

SECTION 5.5   Subject to the relevant requirements of Section 16, the Custodian shall have the
right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services
 
 
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when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio. Prior to any such reversal, the Custodian will provide notice to the Fund pursuant to the relevant requirements of Section 16. Following such reversal, the Custodian will promptly notify the Fund of any action taken pursuant to this Section 5.5, which notice shall include a description of the facts forming the basis for the Custodian s decision to reverse the provisional credit.

S ECTION 5A. A CTUAL S ETTLEMENT S ERVICES (P URCHASE / S ALES )

S ECTION 5A.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5A, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on an actual settlement basis.

S ECTION 5A.2 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies are actually payable.

S ECTION 5A.3 With respect to the settlement of a sale of securities, the Custodian shall credit the appropriate cash account of the Portfolio as of the time and date that the cash received as consideration for the transaction is actually received by Custodian.

S ECTION 6.

S PECIAL S UB - C USTODIANS

Upon receipt of Special Instructions (as such term is defined in Section 8 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a Special Sub- Custodian . Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.

S ECTION 6A.

F OREIGN E XCHANGE

S ECTION 6A.1. G ENERALLY . Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

S ECTION 6A.2. F UND E LECTIONS . Each Fund (or its investment manager or investment advisor ( Investment Advisor ) acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies

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( SSGM ), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications (as defined below), the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. Client Publications means the general client publications of State Street Bank and Trust Company available from time to time to clients.

S ECTION 6A.3. F UND A CKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

(i)      shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;
 
(ii)      shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and
 
(iii)      shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.
 

S ECTION 6A.4. T RANSACTIONS BY S TATE S TREET . The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

S ECTION 7. P AYMENTS FOR S ALES OR R EPURCHASES OR R EDEMPTIONS OF S HARES

The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection

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with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

S ECTION 8. P ROPER I NSTRUCTIONS AND S PECIAL I NSTRUCTIONS

Proper Instructions , which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro - mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

Special Instructions , as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.

Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Fund s Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.

S ECTION 9.

E VIDENCE OF A UTHORITY

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund provided that the Custodian exercised reasonable care without negligence in following or acting upon such instruction, notice, request, consent, certificate or other instrument. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

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S ECTION 10. A CTIONS P ERMITTED WITHOUT E XPRESS A UTHORITY

The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:

1)      Surrender securities in temporary form for securities in definitive form;
 
2)      Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
 
3)      In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.
 

S ECTION 11. D UTIES OF C USTODIAN WITH R ESPECT TO THE B OOKS OF A CCOUNT

The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and to compute its net asset value. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. Each Fund acknowledges that, in keeping the books of account of the Portfolio, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund s counterparty(ies), or the agents of either of them.

S ECTION 12.

R ECORDS

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund, including such Fund s independent public accountants, and employees and agents of the SEC. The Custodian shall, at a Fund s request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Fund s counterparty(ies), or the agents of either of them.

S ECTION 13.

R ESERVED

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S ECTION 14. R EPORTS TO F UND BY I NDEPENDENT P UBLIC A CCOUNTANTS

The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a Securities System ), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

S ECTION 15.

C OMPENSATION OF C USTODIAN

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.

S ECTION 16.

R ESPONSIBILITY OF C USTODIAN

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall perform the services provided for in this Agreement without negligence, fraud or willful misconduct and with reasonable care. The Custodian shall be liable to a Fund for any failure by the Custodian to satisfy the foregoing standard of care. The Custodian shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, fraud or willful misconduct, including, without limitation, acting in accordance with any Proper Instruction without negligence, fraud or willful misconduct. The indemnification obligations of this Section shall survive termination of this Agreement.

Except as may arise from the Custodian s own negligence, fraud or willful misconduct or the negligence, fraud or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing (a Force Majeure Event ), including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, acts of war, revolution, riots or terrorism, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, except to the extent that the Custodian fails to maintain and keep updated the business and continuity and disaster recovery plan as set forth in Section 19.7 and such failure causes such loss; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii)

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delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

The Custodian shall be liable to a Fund for the acts or omissions of any sub-custodian selected by the Custodian, whether domestic or foreign (but excluding any Special Sub-Custodian or U.S. sub-custodian designated by a Fund pursuant to Special Instructions or Proper Instructions), to the same extent that the Custodian would be liable to the Fund as if such action or omission was performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the relevant jurisdiction at the time of the action or omission. Notwithstanding the foregoing, the Custodian shall in no event be liable for losses arising from Country Risk or from the insolvency or other financial default with respect to (a) any sub-custodian that is not an affiliate of the Custodian or (b) any depositary bank holding in a deposit account cash denominated in any currency other than an on book currency for that market.

If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form to be mutually agreed upon between such Fund and Custodian if and when necessary.

If the Custodian, its affiliates, subsidiaries or agents, advances cash or securities for any purpose (including, but not limited to, securities settlements, foreign exchange contracts and assumed settlement, but not including amounts payable to the Custodian pursuant to Section 15 of this Agreement) or in the event that the Custodian or its nominee shall incur or be assessed from a third party any taxes, charges, expenses, assessments, claims or liabilities in connection with the investment activities of a Fund and the Custodian s related performance of this Agreement, except such as may arise from the Custodian s or its nominee s own negligent action, negligent failure to act, fraud, or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to apply available cash and to dispose of such Portfolio s assets to the extent necessary to obtain reimbursement. In addition, the Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian reasonably determines that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund s reimbursement of the relevant advances or other liabilities.

Except as may arise from the Custodian s own negligence, fraud or willful misconduct, each Fund severally and not jointly shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, charge, counsel fee, payment or liability resulting from the Custodian s reasonable reliance upon information provided by the applicable Fund, such Fund s counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.

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None of the parties shall be liable for indirect, special, incidental, punitive or consequential damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a Fund, the Custodian shall (i) promptly notify a Fund of the occurrence of such event and (ii) use its commercially reasonable efforts to cause any sub-custodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to a Fund.

S ECTION 17. E FFECTIVE P ERIOD , T ERMINATION AND A MENDMENT

This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Portfolio and not sooner than one hundred twenty (120) days if termination is being sought by the Custodian; provided, however, that no Fund shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Fund s Governing Documents, and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.

Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for the transaction costs of delivering out the securities of such applicable Portfolio to the successor custodian appointed pursuant to Section 18 of this Agreement, if any.

In connection with any termination of the Agreement for any reason whatsoever, the parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.

If the Custodian is prevented from carrying out its obligations under the Agreement as a result of a Force Majeure Event for a period of 30 days, a Fund may terminate the Agreement by giving the Custodian not less than 30 days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination; provided, however, that if the Force Majeure Event is a regional wide or market wide event that has similarly affected substantially all other providers of services to funds substantially similar to the services provided hereunder in such region or market, the Fund s termination right shall only arise at such time that two (2) or more of such providers are reasonably able and have begun to recommence the provision of such services. If the Custodian recommences the provision of the affected services in all material respects prior to the exercise by a Fund of its termination right, such termination right shall lapse if the Custodian gives notice to the Fund that it has done so (and it has in fact so recommenced the provision of services) and a Fund has not already provided notice of termination prior to such notice by the Custodian that it has recommenced the services in all material respects.

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S ECTION 18.

S UCCESSOR C USTODIAN

If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio), duly endorsed and in the form for transfer, all securities, cash, and other assets of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio) and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.

SECTION 19.   GENERAL
   
 
SECTION 19.1 NEWYORK LAW TO APPLY. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with laws of The State of New York.

 

S ECTION 19.2 C ONFIDENTIALITY . All information provided under this Agreement by a party (the Disclosing Party ) to the other party (the Receiving Party ) regarding the Disclosing Party s business and operations shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party s other obligations under the Agreement or managing the internal business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any proceeding, investigation, audit, examination, subpoena, civil investigative

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demand or other similar process that is initiated, authorized, or conducted by a court of law, regulatory agency, or other governmental or administrative body with appropriate jurisdiction over either party, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information .

S ECTION 19.3 A SSIGNMENT . This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.

S ECTION 19.4 I NTERPRETIVE AND A DDITIONAL P ROVISIONS . In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.

S ECTION 19.5 A DDITIONAL F UNDS . In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 19.7 below.

S ECTION 19.6 A DDITIONAL P ORTFOLIOS . In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

S ECTION 19.7 T HE P ARTIES . All references herein to the Fund are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 19.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the Portfolio are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to the parties shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. The Custodian hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its declaration of trust or other governing documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement;

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and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.

The Custodian hereby represents to each of the Funds, on behalf of each of such Fund s Portfolios, that it (a) has and shall maintain and update a disaster recovery and business continuation plan that is reasonably designed to enable the Custodian to perform its duties and obligations set forth under this Agreement in the event of a significant business disruption affecting the Custodian, including a Force Majeure Event; (b) shall test the operability of such plan at least once every twelve (12) months and revise such plan as Custodian reasonably believes is necessary to ensure that the plan, in general, continues to be reasonably designed to enable the Custodian to perform its duties and obligations as set forth under this Agreement; and (c) shall activate such plan if Custodian reasonably believes (i) an event has occurred which would materially affect the Custodian s timely discharge of its duties and performance of its obligations under this Agreement and (ii) activation of such plan would allow Custodian to discharge its duties hereunder. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with the Fund the business continuity/disaster recovery plan of the Custodian. The Custodian represents that its business continuity plan is appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act.

SECTION 19.8 REMOTEACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be

bound by the terms of the Remote Access Services Addendum hereto.

 

S ECTION 19.9 N OTICES . Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

To any Fund:   c/o THE VANGUARD GROUP, INC.
    400 Devon Park Drive, A29
Wayne, PA 19087
    Attention: Chief Financial Officer
    Telecopy: (610) 669-6112
 
With a copy to:   THE VANGUARD GROUP, INC.
    400 Devon Park Drive, V26
Wayne, PA 19087
    Attention: General Counsel
    Telecopy: (610) 669-6600
 
To the Custodian:   STATE STREET BANK AND TRUST COMPANY
    1 Iron Street
Boston, MA 02210
    Attention: Jay Fulchino
    Telephone: 617-662-0934

 

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With a copy to:   STATE STREET BANK AND TRUST COMPANY
    Legal Division Global Services Americas
One Lincoln Street
Boston, MA 02111
    Attention: Senior Vice President

 

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty -four hours after dispatch and, in the case of facsimile, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, facsimile or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

S ECTION 19.10 C OUNTERPARTS . This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.

S ECTION 19.11 S EVERABILITY . If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

S ECTION 19.12 R EPRODUCTION OF D OCUMENTS . This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

S ECTION 19.13 S HAREHOLDER C OMMUNICATIONS E LECTION . Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended, requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian no, the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund s protection, the Rule prohibits the requesting company from using the Fund s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the Fund s name, address, and share positions.

NO [X] The Custodian is not authorized to release the Fund s name, address, and share positions.

SECTION 19.14 REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund
with a copy of the Custodian s System and Organization Controls for Service Organizations: Internal
 
 
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Control over Financial Reporting (SOC) 1 reports prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, the Custodian will furnish the Fund a gap or bridge letter that will address any material changes that might have occurred in the Custodian s controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a -l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request to the Fund, the Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements.

S ECTION 19.15 O PINIONS . The Custodian shall take all reasonable action, as the Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund s independent accountants with respect to its activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.

S ECTION 19.16 R EGULATION GG . The Funds are hereby notified that restricted transactions, as such term is defined in Section 233.2(y) of Federal Reserve Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

S ECTION 19.17 P ORTFOLIO BY P ORTFOLIO B ASIS . This Agreement is executed by a Fund with respect to each of its Portfolios and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Fund individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Portfolio under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Portfolio and shall be payable solely from the available assets of such particular Portfolio and shall not be binding upon or affect any assets of any other Portfolio.

S ECTION 19.18 S ERVICE LEVEL A GREEMENTS . The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. In such event, each party will perform its obligations in accordance with any service levels that may be agreed upon by the parties in writing from time to time, subject to the terms of this Agreement

S ECTION 19.19 L OAN S ERVICES A DDENDUM . If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.

[Signature page to follow.]

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APPENDIX A

Vanguard California Tax-Free Funds

Vanguard California Intermediate-Term Tax-Exempt Fund Vanguard California Long -Term Tax-Exempt Fund Vanguard California Municipal Money Market Fund

Vanguard CMT Funds

Vanguard Municipal Cash Management Fund

Vanguard Convertible Securities Fund Vanguard Convertible Securities Fund

Vanguard Institutional Index Funds Vanguard Institutional Index Fund

Vanguard Malvern Funds

Vanguard Institutional Intermediate-Term Bond Fund Vanguard Institutional Short-Term Bond Fund

Vanguard Massachusetts Tax-Exempt Funds Vanguard Massachusetts Tax-Exempt Fund

Vanguard Municipal Bond Funds

Vanguard High-Yield Tax-Exempt Fund Vanguard Intermediate-Term Tax-Exempt Fund Vanguard Limited-Term Tax-Exempt Fund Vanguard Long-Term Tax-Exempt Fund Vanguard Municipal Money Market Fund Vanguard Short-Term Tax - Exempt Fund Vanguard Tax-Exempt Bond Index Fund

Vanguard New Jersey Tax- Free Funds

Vanguard New Jersey Long -Term Tax-Exempt Fund Vanguard New Jersey Municipal Money Market Fund

Vanguard New York Tax-Free Funds

Vanguard New York Long-Term Tax-Exempt Fund Vanguard New York Municipal Money Market Fund

Vanguard Ohio Tax-Free Funds

Vanguard Ohio Long -Term Tax-Exempt Fund

Vanguard Pennsylvania Tax-Free Funds

Vanguard Pennsylvania Long-Term Tax-Exempt Fund Vanguard Pennsylvania Municipal Money Market Fund

Vanguard Quantitative Funds

Vanguard Growth and Income Fund

Vanguard STAR Funds
Vanguard STAR Fund

A-1


Vanguard Variable Insurance Funds Balanced Portfolio Diversified Value Portfolio Equity Index Portfolio High Yield Bond Portfolio Mid-Cap Index Portfolio REIT Index Portfolio Small Company Growth Portfolio

Vanguard World Fund

Vanguard FTSE Social Index Fund

A-2


SCHEDULE A GLOBAL CUSTODY NETWORK
 
 
MARKET   SUBCUSTODIAN   ADDRESS
 
Albania   Raiffeisen Bank sh. a.   Blv. "Bajram Curri" ETC Kati 14 Tirana, Albania
 
Argentina   Citibank, N. A.   Bartolome Mitre 530
        1036 Buenos Aires, Argentina
 
Australia   The Hongkong and Shanghai Banking   HSBC Securities Services Level 3,
    Corporation Limited   10 Smith St. ,
        Parramatta, NSW 2150, Australia
 
Austria   Deutsche Bank AG (operating through its   Fleischmarkt 1
    Frankfurt branch with support from its   A-1010 Vienna, Austria
    Vienna branch)    
 
    UniCredit Bank Austria AG   Custody Department / Dept. 8398-TZ Julius Tandler Platz 3
        A-1090 Vienna, Austria
 
Bahrain   HSBC Bank Middle East Limited (as   1ST Floor, Bldg. #2505 Road # 2832, Al
    delegate of The Hongkong and Shanghai   Seef 428 Kingdom of Bahrain
    Banking Corporation Limited)    
 
Bangladesh   Standard Chartered Bank   Silver Tower, Level 7
        52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212,
        Bangladesh
 
Belgium   Deutsche Bank AG, Netherlands   De Entrees 99-197
    (operating through its Amsterdam   1101 HE Amsterdam, Netherlands
    branch with support from its Brussels    
    branch)    
 
Benin   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Bermuda   HSBC Bank Bermuda Limited   6 Front Street
        Hamilton, HM06, Bermuda
 
Federation of   UniCredit Bank d. d.   Zelenih beretki 24
Bosnia and       71 000 Sarajevo
Herzegovina       Federation of Bosnia and Herzegovina
 
Botswana   Standard Chartered Bank Botswana Limited   4th Floor, Standard Chartered House Queens Road
        The Mall
        Gaborone, Botswana
 
Brazil   Citibank, N. A.   AV Paulista 1111
        São Paulo, SP 01311-920 Brazil
 
Bulgaria   Citibank Europe plc, Bulgaria Branch   Serdika Offices, 10th floor 48 Sitnyakovo Blvd.
        1505 Sofia, Bulgaria
 
    UniCredit Bulbank AD   7 Sveta Nedelya Square
        1000 Sofia, Bulgaria
 
Burkina Faso   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Canada   State Street Trust Company Canada   30 Adelaide Street East, Suite 800 Toronto, ON Canada
        M5C 3G6
 
Chile   Itaú CorpBanca S. A.   Presidente Riesco Street # 5537 Floor 18
        Las Condes, Santiago de Chile
 
People s   HSBC Bank (China) Company Limited   33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue
Republic of   (as delegate of The Hongkong and   Pudong, Shanghai, China (200120)
China   Shanghai Banking Corporation Limited)    
 
    China Construction Bank Corporation   No. 1 Naoshikou Street Chang An Xing Rong
        Plaza Beijing 100032-33, China

 

SCH A-1


China Connect   Citibank N. A.   39/F. , Champion Tower 3 Garden Road
        Central, Hong Kong
 
    The Hongkong and Shanghai Banking   Level 30,
    Corporation Limited   HSBC Main Building 1 Queen's
        Road Central, Hong Kong
 
    Standard Chartered Bank (Hong Kong)   15th Floor Standard Chartered Tower 388 Kwun Tong Road
    Limited   Kwun Tong, Hong Kong
 
Colombia   Cititrust Colombia S. A. Sociedad Fiduciaria   Carrera 9A, No. 99-02 Bogotá DC,
        Colombia
 
Costa Rica   Banco BCT S. A.   160 Calle Central Edificio BCT
        San José, Costa Rica
 
Croatia   Privredna Banka Zagreb d. d.   Custody Department Radni ka cesta 50
        10000 Zagreb, Croatia
 
    Zagrebacka Banka d. d.   Savska 60
        10000 Zagreb, Croatia
 
Cyprus   BNP Paribas Securities Services, S. C. A. ,   2 Lampsakou Str.
    Greece (operating through its Athens   115 28 Athens, Greece
    branch)    
 
Czech Republic   eskoslovenská obchodní banka, a. s.   Radlická 333/150
        150 57 Prague 5, Czech Republic

 

UniCredit Bank Czech Republic and   BB Centrum FILADELFIE }eletavská 1525/1
Slovakia, a. s.   140 92 Praha 4 - Michle, Czech Republic

 

Denmark   Nordea Bank AB (publ), Sweden   Strandgade 3
    (operating through its branch, Nordea   0900 Copenhagen C, Denmark
    Danmark, Filial af Nordea Bank AB    
    (publ), Sverige)    
 
    Skandinaviska Enskilda Banken AB   Bernstorffsgade 50
    (publ), Sweden (operating through its   1577 Copenhagen, Denmark
    Copenhagen branch)    
 
Egypt   HSBC Bank Egypt S.A.E.   6th Floor
    (as delegate of The Hongkong and   306 Corniche El Nil Maadi
    Shanghai Banking Corporation Limited)   Cairo, Egypt
 
Estonia   AS SEB Pank   Tornimäe 2
        15010 Tallinn, Estonia
 
Finland   Nordea Bank AB (publ), Sweden   Satamaradankatu 5
    (operating through its branch, Nordea   00500 Helsinki, Finland
    Bank AB (publ), Finnish branch)    
 
    Skandinaviska Enskilda Banken AB (publ),   Securities Services Box 630
    Sweden (operating through its Helsinki   SF-00101 Helsinki, Finland
    branch)    
 
France   Deutsche Bank AG, Netherlands   De Entrees 99-197
    (operating through its Amsterdam   1101 HE Amsterdam, Netherlands
    branch with support from its Paris    
    branch)    
 
Republic of   JSC Bank of Georgia   29a Gagarini Str. Tbilisi 0160,
Georgia       Georgia
 
Germany   State Street Bank International GmbH   Brienner Strasse 59
        80333 Munich, Germany
 
    Deutsche Bank AG   Alfred-Herrhausen-Allee 16-24
        D-65760 Eschborn, Germany
 
Ghana   Standard Chartered Bank Ghana Limited   P. O. Box 768
        1st Floor

 

SCH A-2


        High Street Building Accra, Ghana
 
Greece   BNP Paribas Securities Services, S. C. A.   2 Lampsakou Str.
        115 28 Athens, Greece
 
Guinea-Bissau   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Hong Kong   Standard Chartered Bank (Hong Kong)   15th Floor Standard Chartered Tower 388 Kwun Tong Road
    Limited   Kwun Tong, Hong Kong
 
Hungary   Citibank Europe plc Magyarországi   7 Szabadság tér, Bank Center Budapest, H-1051 Hungary
    Fióktelepe    
 
    UniCredit Bank Hungary Zrt.   6th Floor Szabadság tér 5-6
        H-1054 Budapest, Hungary
 
Iceland   Landsbankinn hf.   Austurstræti 11
        155 Reykjavik, Iceland
 
India   Deutsche Bank AG   Block B1, 4th Floor, Nirlon Knowledge Park
        Off Western Express Highway Goregaon (E)
        Mumbai 400 063, India
 
    The Hongkong and Shanghai Banking   11F, Building 3, NESCO - IT Park, NESCO Complex,
    Corporation Limited   Western Express Highway Goregaon (East),
        Mumbai 400 063, India
 
Indonesia   Deutsche Bank AG   Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80
        Jakarta 10310, Indonesia
 
Ireland   State Street Bank and Trust Company,   525 Ferry Road
    United Kingdom branch   Edinburgh EH5 2AW, Scotland
 
Israel   Bank Hapoalim B. M.   50 Rothschild Boulevard Tel Aviv, Israel
        61000
 
Italy   Deutsche Bank S. p. A.   Investor Services
        Via Turati 27 3rd Floor
        20121 Milan, Italy
 
Ivory Coast   Standard Chartered Bank Côte d Ivoire S. A.   23, Bld de la République
        17 BP 1141 Abidjan 17 Côte d Ivoire
 
Japan   Mizuho Bank, Limited   Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku
        Tokyo 108-6009, Japan
 
    The Hongkong and Shanghai Banking   HSBC Building
    Corporation Limited   11-1 Nihonbashi 3-chome, Chuo-ku Tokyo 1030027, Japan
 
Jordan   Standard Chartered Bank   Shmeissani Branch
        Al-Thaqafa Street, Building # 2
        P. O. Box 926190
        Amman 11110, Jordan
 
Kazakhstan   JSC Citibank Kazakhstan   Park Palace, Building A, 41 Kazibek Bi street,
        Almaty A25T0A1, Kazakhstan
 
Kenya   Standard Chartered Bank Kenya Limited   Custody Services
        Standard Chartered @ Chiromo, Level 5 48 Westlands Road
        P. O. Box 40984 00100 GPO
        Nairobi, Kenya
 
Republic of Korea   Deutsche Bank AG   18th Fl. , Young-Poong Building 41 Cheonggyecheon-ro
        Jongro-ku-, Seoul 03188, Korea
 
    The Hongkong and Shanghai Banking   5F
    Corporation Limited   HSBC Building #37 Chilpae-ro
        Jung-gu, Seoul 04511, Korea
 
Kuwait   HSBC Bank Middle East Limited   Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra
    (as delegate of The Hongkong and   Tower, 37F

 

SCH A-3


    Shanghai Banking Corporation Limited)   P. O. Box 1683, Safat 13017, Kuwait
 
Latvia   AS SEB banka   Unicentrs, Valdlau i
        LV-1076 Kekavas pag. , Rigas raj. , Latvia
 
Lithuania   AB SEB bankas   Gedimino av. 12
        LT 2600 Vilnius, Lithuania
 
Malawi   Standard Bank Limited   Kaomba Centre
        Cnr. Victoria Avenue & Sir Glyn Jones Road
        Blantyre, Malawi
 
Malaysia   Deutsche Bank (Malaysia) Berhad   Domestic Custody Services Level 20, Menara IMC
        8 Jalan Sultan Ismail
        50250 Kuala Lumpur, Malaysia
 
    Standard Chartered Bank Malaysia Berhad   Menara Standard Chartered 30 Jalan Sultan Ismail
        50250 Kuala Lumpur, Malaysia
 
Mali   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Mauritius   The Hongkong and Shanghai Banking   6F HSBC Centre 18 CyberCity
    Corporation Limited   Ebene, Mauritius
 
Mexico   Banco Nacional de México, S. A.   3er piso, Torre Norte
        Act. Roberto Medellín No. 800 Col. Santa Fe
        Mexico, DF 01219
 
Morocco   Citibank Maghreb   Zénith Millénium Immeuble1 Sidi Maârouf
        B. P. 40 Casablanca 20190, Morocco
 
Namibia   Standard Bank Namibia Limited   Standard Bank Center
        Cnr. Werner List St. and Post St. Mall 2nd Floor
        Windhoek, Namibia
 
Netherlands   Deutsche Bank AG   De Entrees 99-197
        1101 HE Amsterdam, Netherlands
 
New Zealand   The Hongkong and Shanghai Banking   HSBC House
    Corporation Limited   Level 7, 1 Queen St. Auckland 1010, New
        Zealand
 
Niger   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Nigeria   Stanbic IBTC Bank Plc.   Plot 1712 Idejo St Victoria Island,
        Lagos 101007, Nigeria
 
Norway   Nordea Bank AB (publ), Sweden   Essendropsgate 7
    (operating through its branch, Nordea   0368 Oslo, Norway
    Bank AB (publ), filial i Norge)    
 
    Skandinaviska Enskilda Banken AB (publ),   P. O. Box 1843 Vika Filipstad Brygge 1
    Sweden (operating through its Oslo branch)   N-0123 Oslo, Norway
 
Oman   HSBC Bank Oman S.A.O. G.   2nd Floor Al Khuwair PO Box 1727 PC 111
    (as delegate of The Hongkong and   Seeb, Oman
    Shanghai Banking Corporation Limited)    
 
Pakistan   Deutsche Bank AG   Unicentre Unitowers

 

I.      I. Chundrigar Road
 
P.      O. Box 4925
 
        Karachi - 74000, Pakistan
Panama   Citibank, N. A.   Boulevard Punta Pacifica Torre de las Americas Apartado
        Panama City, Panama 0834-00555
Peru   Citibank del Perú, S. A.   Canaval y Moreyra 480 3rd Floor, San
        Isidro Lima 27, Perú
Philippines   Deutsche Bank AG   Global Transaction Banking Tower One, Ayala

 

SCH A-4


        Triangle 1226 Makati City, Philippines
 
Poland   Bank Handlowy w Warszawie S. A.   ul. Senatorska 16
        00-293 Warsaw, Poland
 
    Bank Polska Kasa Opieki S. A.   31 Zwirki I Wigury Street
        02-091, Warsaw, Poland
 
Portugal   Deutsche Bank AG, Netherlands   De Entrees 99-197
    (operating through its Amsterdam   1101 HE Amsterdam, Netherlands
    branch with support from its Lisbon    
    branch)    
 
Puerto Rico   Citibank N. A.   235 Federico Costa Street, Suite 315 San Juan, Puerto Rico
        00918
 
Qatar   HSBC Bank Middle East Limited   2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road
    (as delegate of The Hongkong and   Doha, Qatar
    Shanghai Banking Corporation Limited)    
 
Romania   Citibank Europe plc, Dublin Romania   8, Iancu de Hunedoara Boulevard
    Branch   712042, Bucharest Sector 1, Romania
 
Russia   AO Citibank   8-10 Gasheka Street, Building 1
        125047 Moscow, Russia
 
Saudi Arabia   HSBC Saudi Arabia   HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283-
    (as delegate of The Hongkong and   2255
    Shanghai Banking Corporation Limited)   Kingdom of Saudi Arabia
 
Senegal   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Serbia   UniCredit Bank Serbia JSC   Rajiceva 27-29
        11000 Belgrade, Serbia
 
Singapore   Citibank N. A.   3 Changi Business Park Crescent
        #07-00, Singapore 486026
 
    United Overseas Bank Limited   156 Cecil Street
        FEB Building #08-03
        Singapore 069544
 
Slovak Republic   UniCredit Bank Czech Republic and   \ancová 1/A
    Slovakia, a. s.   813 33 Bratislava, Slovak Republic
 
Slovenia   UniCredit Banka Slovenija d. d.   `martinska 140
        SI-1000 Ljubljana, Slovenia
 
South Africa   FirstRand Bank Limited   Mezzanine Floor
        3 First Place Bank City
        Corner Simmonds & Jeppe Sts. Johannesburg 2001
        Republic of South Africa
 
    Standard Bank of South Africa Limited   3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001
        Republic of South Africa
 
Spain   Deutsche Bank S. A. E.   Calle de Rosario Pino 14-16, Planta 1
        28020 Madrid, Spain
 
Sri Lanka   The Hongkong and Shanghai Banking   24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka
    Corporation Limited    
 
Republic of   UniCredit Bank d. d.   Zelenih beretki 24
Srpska       71 000 Sarajevo
        Federation of Bosnia and Herzegovina
 
Swaziland   Standard Bank Swaziland Limited   Standard House, Swazi Plaza Mbabane,
        Swaziland H101
 
Sweden   Nordea Bank AB (publ)   Smålandsgatan 17
        105 71 Stockholm, Sweden

 

SCH A-5


    Skandinaviska Enskilda Banken AB (publ)   Sergels Torg 2
        SE-106 40 Stockholm, Sweden
 
Switzerland   Credit Suisse (Switzerland) Limited   Uetlibergstrasse 231
        8070 Zurich, Switzerland
 
    UBS Switzerland AG   Max-Högger-Strasse 80-82
        CH-8048 Zurich-Alstetten, Switzerland
 
Taiwan - R.O.C.   Deutsche Bank AG   296 Ren-Ai Road
        Taipei 106 Taiwan, Republic of China
 
    Standard Chartered Bank (Taiwan) Limited   168 Tun Hwa North Road
        Taipei 105, Taiwan, Republic of China
 
Tanzania   Standard Chartered Bank (Tanzania)   1 Floor, International House
    Limited   Corner Shaaban Robert St and Garden Ave
        PO Box 9011
        Dar es Salaam, Tanzania
 
Thailand   Standard Chartered Bank (Thai) Public   Sathorn Nakorn Tower 14th Floor, Zone B
    Company Limited   90 North Sathorn Road
        Silom, Bangkok 10500, Thailand
 
Togo   via Standard Chartered Bank Côte d Ivoire   23, Bld de la République
    S.A. , Abidjan, Ivory Coast   17 BP 1141 Abidjan 17 Côte d Ivoire
 
Tunisia   Union Internationale de Banques   65 Avenue Bourguiba
        1000 Tunis, Tunisia
 
Turkey   Citibank, A. ^.   Tekfen Tower
        Eski Buyukdere Caddesi 209 Kat 3
        Levent 34394 Istanbul, Turkey
 
    Deutsche Bank A. ^.   Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4
        Levent 34394 Istanbul, Turkey
 
Uganda   Standard Chartered Bank Uganda Limited   5 Speke Road
        P. O. Box 7111
        Kampala, Uganda
 
Ukraine   PJSC Citibank   16-g Dilova St.
        Kyiv 03150, Ukraine
 
United Arab   HSBC Bank Middle East Limited   HSBC Securities Services Emaar Square
Emirates Dubai   (as delegate of The Hongkong and   Level 3, Building No. 5 P O Box 502601
Financial   Shanghai Banking Corporation Limited)   Dubai, United Arab Emirates
Market        
 
United Arab   HSBC Bank Middle East Limited   HSBC Securities Services Emaar Square
Emirates Dubai   (as delegate of The Hongkong and   Level 3, Building No. 5 P O Box 502601
International   Shanghai Banking Corporation Limited)   Dubai, United Arab Emirates
Financial Center        
 
United Arab   HSBC Bank Middle East Limited   HSBC Securities Services Emaar Square
Emirates Abu   (as delegate of The Hongkong and   Level 3, Building No. 5 P O Box 502601
Dhabi   Shanghai Banking Corporation Limited)   Dubai, United Arab Emirates
 
United Kingdom   State Street Bank and Trust Company,   525 Ferry Road
    United Kingdom branch   Edinburgh EH5 2AW, Scotland
 
Uruguay   Banco Itaú Uruguay S. A.   Zabala 1463
        11000 Montevideo, Uruguay
 
Venezuela   Citibank, N. A.   Centro Comercial El Recreo Torre Norte,
        Piso 19 Avenida Casanova Caracas,
        Venezuela 1050
 
Vietnam   HSBC Bank (Vietnam) Limited   Centre Point
    (as delegate of The Hongkong and   106 Nguyen Van Troi Street Phu Nhuan District
    Shanghai Banking Corporation Limited)   Ho Chi Minh City, Vietnam

 

SCH A-6


Zambia   Standard Chartered Bank Zambia Plc.   Standard Chartered House Cairo Road
        P. O. Box 32238
        10101, Lusaka, Zambia
 
Zimbabwe   Stanbic Bank Zimbabwe Limited   3rd Floor Stanbic Centre
    (as delegate of Standard Bank of South   59 Samora Machel Avenue Harare,
    Africa Limited)   Zimbabwe

 

SCH A-7


SCHEDULE B DEPOSITORIES OPERATING IN NETWORK MARKETS

MARKET   DEPOSITORY   TYPES OF SECURITIES
Albania   Bank of Albania   Government debt
Argentina   Caja de Valores S. A.   Equities, government and corporate bonds, and corporate money
        market instruments
 
Australia   Austraclear Limited   Government securities, corporate bonds, and corporate money
        market instruments
 
Austria   OeKB Central Securities   All securities listed on Wiener Börse AG, the Vienna Stock
    Depository GmbH   Exchange (as well as virtually all other Austrian securities)
 
Bahrain   Clearing, Settlement, Depository   Equities
    and Registry System of the    
    Bahrain Bourse    
 
Bangladesh   Bangladesh Bank   Government securities
 
    Central Depository Bangladesh   Equities and corporate bonds
    Limited    
 
Belgium   Euroclear Belgium   Equities and most corporate bonds
 
    National Bank of Belgium   Government securities, corporate bonds, and money market
        instruments
 
Benin   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
 
Bermuda   Bermuda Securities Depository   Equities, corporate bonds
Federation of   Registar vrijednosnih papira u   Equities, corporate bonds, government securities, money market
Bosnia and   Federaciji Bosne i Hercegovine,   instruments
Herzegovina   d. d.    
 
Botswana   Bank of Botswana   Government debt
 
    Central Securities Depository   Equities and corporate bonds
    Company of Botswana Ltd.    
 
Brazil   Central de Custódia e de   Corporate debt and money market instruments
    Liquidação Financeira de Títulos    
    Privados (CETIP)    
 
    BM&F BOVESPA Depository   Equities and corporate bonds traded on-exchange
    Services, a department of BM&F    
    BOVESPA S. A.    
 
    Sistema Especial de Liquidação e   Government debt issued by the central bank and the National
    de Custódia (SELIC)   Treasury
 
Bulgaria   Bulgarian National Bank   Government securities
 
    Central Depository AD   Eligible equities and corporate bonds
 
Burkina Faso   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

 

SCH B-1


    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
 
Canada   The Canadian Depository for   All book-entry eligible securities, including government securities,
    Securities Limited   equities, corporate bonds, money market instruments, strip bonds,
        and asset- backed securities
 
 
Chile   Depósito Central de Valores S. A.   Government securities, equities, corporate bonds, mortgage-backed
        securities, and money market instruments
 
People s   China Securities Depository and   A shares, B shares, Treasury bonds, local government bonds,
Republic of   Clearing Corporation Limited,   enterprise bonds, corporate bonds, open and closed-end funds,
China   Shanghai and Shenzhen Branches   convertible bonds, and warrants
 
    China Central Depository and   Bonds traded through the China Interbank Bond Market (CIBM),
    Clearing Co. , Ltd.   including Treasury bonds, local government bonds, policy bank
        bonds, central bank bills, medium-term notes, commercial paper,
        enterprise bonds, and commercial bank bonds
 
    Shanghai Clearing House   Bonds traded through the China Interbank Bond Market (CIBM),
        including Treasury bonds, local government bonds, policy bank
        bonds, central bank bills, enterprise bonds, certain issues of
        medium-term notes, commercial paper, and commercial bank
bonds
 
Colombia   Depósito Central de Valores   Securities issued by the central bank and the Republic of Colombia
 
 
    Depósito Centralizado de Valores   Equities, corporate bonds, money market instruments
    de Colombia S. A. (DECEVAL)    
 
Costa Rica   Interclear Central de Valores S. A.   Securities traded on Bolsa Nacional de Valores
Croatia   Sredianje klirinako depozitarno   Eligible equities, corporate bonds, government securities, and
    druatvo d. d.   corporate money market instruments
 
Cyprus   Central Depository and Central   Equities, corporate bonds, dematerialized government securities,
    Registry   corporate money market instruments
 
Czech Republic   Centrální depozitáY cenných   All dematerialized equities, corporate debt, and government debt,
    papíro, a. s.   excluding Treasury bills
 
    Czech National Bank   Treasury bills
 
Denmark   VP Securities A/S   Equities, government securities, corporate bonds, corporate money
        market instruments, warrants
 
Egypt   Central Bank of Egypt   Treasury bills
 
    Misr for Central Clearing,   Eligible equities, corporate bonds, and Treasury bonds
    Depository and Registry S. A. E.    
 
Estonia   AS Eesti Väärtpaberikeskus   All registered equity and debt securities
Finland   Euroclear Finland   Equities, corporate bonds, government securities, money market
        instruments
 
France   Euroclear France   Government securities, equities, bonds, and money market
        instruments
 
Republic of   Georgian Central Securities   Equities, corporate bonds, and money market instruments
Georgia   Depository    
 
    National Bank of Georgia   Government securities
 
Germany   Clearstream Banking AG,   Equities, government securities, corporate bonds, money market
    Frankfurt   instruments, warrants, investment funds, and index certificates

 

SCH B-2


Ghana   Central Securities Depository   Government securities and Bank of Ghana securities; equities and
    (Ghana) Limited   corporate bonds
 
Greece   Bank of Greece, System for   Government debt
    Monitoring Transactions in    
    Securities in Book-Entry Form    
 
    Hellenic Central Securities   Eligible listed equities, government debt, and corporate bonds
    Depository    
 
Guinea-Bissau   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
 
Hong Kong   Central Moneymarkets Unit   Government debt (i. e. , exchange fund bills and notes issued by the
        HKMA), other private debt, and money market instruments
 
    Hong Kong Securities Clearing   Securities listed or traded on the Stock Exchange of Hong Kong
    Company Limited   Limited
 
Hungary   KELER Központi Értéktár Zrt.   Government securities, equities, corporate bonds, and investment
fund notes
 
Iceland   Nasdaq verðbréfamiðstöð hf.   Government securities, equities, corporate bonds, and money
        market instruments
 
India   Central Depository Services   Eligible equities, debt securities, and money market instruments
    (India) Limited    
 
    National Securities Depository   Eligible equities, debt securities, and money market instruments
    Limited    
 
    Reserve Bank of India   Government securities
 
Indonesia   Bank Indonesia   Sertifikat Bank Indonesia (central bank certificates), Surat Utang
        Negara (government debt instruments), and Surat Perbendaharaan
        Negara (Treasury bills)
 
    PT Kustodian Sentral Efek   Equities, corporate bonds, and money market instruments
    Indonesia    
 
Ireland   Euroclear UK & Ireland Limited   GBP- and EUR-denominated money market instruments
 
    Euroclear Bank S. A. /N. V.   Government securities
 
Israel   Tel Aviv Stock Exchange Clearing   Government securities, equities, corporate bonds and trust fund
    House Ltd. (TASE Clearing   units
    House)    
 
Italy   Monte Titoli S. p. A.   Equities, corporate debt, government debt, money market
        instruments, and warrants
 
Ivory Coast   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
 
Japan   Bank of Japan Financial   Government securities
    Network System    
 
    Japan Securities Depository   Equities, corporate bonds, and corporate money market instruments
    Center (JASDEC) Incorporated    

 

SCH B-3


Jordan   Central Bank of Jordan   Treasury bills, government bonds, development bonds, and public
        entity bonds
 
    Securities Depository Center   Equities and corporate bonds
 
Kazakhstan   Central Securities Depository   Government securities, equities, corporate bonds, and money
        market instruments
 
Kenya   Central Bank of Kenya   Treasury bills and Treasury bonds
 
    Central Depository and Settlement   Equities and corporate debt
    Corporation Limited    
 
Republic of   Korea Securities Depository   Equities, government securities, corporate bonds and money market
Korea       instruments
 
Kuwait   Kuwait Clearing Company KSC   Money market instruments, equities, and corporate bonds
 
Latvia   Latvian Central Depository   Equities, government securities, corporate bonds, and money
        market instruments
 
Lebanon   Banque du Liban   Government securities and certificates of deposit issued by the
        central bank
 
    Custodian and Clearing Center of   Equities, corporate bonds and money market instruments
    Financial Instruments for Lebanon    
    and the Middle East (Midclear)    
    S. A. L.    
 
Lithuania   Central Securities Depository of   All securities available for public trading
    Lithuania    
 
Malawi   Reserve Bank of Malawi   Reserve Bank of Malawi bills and Treasury bills
Malaysia   Bank Negara Malaysia   Treasury bills, Bank Negara Malaysia bills, Malaysian government
        securities, private debt securities, and money market instruments
 
    Bursa Malaysia Depository Sdn.   Securities listed on Bursa Malaysia Securities Berhad
    Bhd.    
 
Mali   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
 
Mauritius   Bank of Mauritius   Government debt (traded through primary dealers)
 
    Central Depository and Settlement   Listed and unlisted equity and debt securities (corporate debt and
    Co. Limited   T-bills traded on the exchange)
 
Mexico   S. D. Indeval, S. A. de C. V.   All securities
Morocco   Maroclear   Eligible listed equities, corporate and government debt, certificates
        of deposit, commercial paper
 
Namibia   Bank of Namibia   Treasury bills
Netherlands   Euroclear Nederland   Government securities, equities, corporate bonds, corporate money
        market instruments, and stripped government bonds
 
New Zealand   New Zealand Central Securities   Government securities, equities, corporate bonds, and money
    Depository Limited   market instruments
 
Niger   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

 

SCH B-4


    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
 
Nigeria   Central Bank of Nigeria   Treasury bills and government bonds
 
    Central Securities Clearing   Equities and corporate bonds traded on the Nigeria Stock Exchange
    System Limited    
 
Norway   Verdipapirsentralen   All listed securities
Oman   Muscat Clearing & Depository   Equities, corporate bonds, government debt
    Company S. A. O. G.    
 
Pakistan   Central Depository Company of   Equities and corporate bonds
    Pakistan Limited    
 
    State Bank of Pakistan   Government securities
 
Panama   Central Latinoamericana de   Equities, government and corporate debt, commercial paper, short-
    Valores,   term securities
 
    S. A. (LatinClear)    
 
Peru   CAVALI S. A. Institución de   All securities in book-entry form traded on the stock exchange
    Compensación y Liquidación de    
    Valores    
 
Philippines   Philippine Depository & Trust   Eligible equities and debt
    Corporation    
 
    Registry of Scripless Securities   Government securities
    (ROSS) of the Bureau of the    
    Treasury    
 
Poland   Rejestr Papierów Warto[ciowych   Treasury bills
 
    Krajowy Depozyt Papierów   Equities, corporate bonds, corporate money market instruments,
    Warto[ciowych, S. A.   Treasury bonds, warrants, and futures contracts
 
Portugal   INTERBOLSA - Sociedad   All local Portuguese instruments
    Gestora de Sistemas de    
    Liquidação e de Sistemas    
    Centralizados de Valores    
    Mobiliários, S. A.    
 
Qatar   Qatar Central Securities   Equities, government bonds and Treasury bills listed on the Qatar
    Depository   Exchange
 
Romania   National Bank of Romania   Treasury bills and bonds
 
    S. C. Depozitarul Central S. A.   Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed
        equities, corporate bonds, government bonds, and municipal bonds
 
Russia   National Settlement Depository   Eligible equities, Obligatsii Federal nogo Zaima (OFZs), and
        corporate debt denominated in RUB
 
Saudi Arabia   Saudi Arabian Monetary   Government securities and Saudi government development bonds
    Authority   (SGDBs)
 
    Securities Depository Center   Equities
    Company    
 
Senegal   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
 
    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.

 

SCH B-5


Serbia   Central Securities Depository and   All instruments
    Clearinghouse    
Singapore   Monetary Authority of Singapore   Government securities
    The Central Depository (Pte. )   Eligible listed equities and eligible private debt traded in Singapore
    Limited    
Slovak Republic   Centrálny depozitár cenných   All dematerialized securities
    papierov SR, a. s.    
Slovenia   KDD Centralna klirinako   All publicly traded securities
    depotna dru~ba d. d.    
South Africa   Strate (Pty) Ltd.   Eligible equities, government securities, corporate bonds, money
        market instruments, and warrants
Spain   IBERCLEAR   Government securities, equities, warrants, money market
        instruments, and corporate bonds
Sri Lanka   Central Bank of Sri Lanka   Government securities
    Central Depository System (Pvt)   Equities and corporate bonds
    Limited    
Republic of   Central Registry of Securities in   Government securities, equities, and corporate and municipal bonds
Srpska   the Republic of Srpska JSC    
Swaziland   Central Bank of Swaziland   Treasury bills and Treasury bonds
Sweden   Euroclear Sweden   Government securities, equities, bonds, money market instruments,
        derivatives, exchange traded funds, and warrants
 
Switzerland   SIX SIS AG   Government securities, equities, corporate bonds, money market
        instruments, derivatives, mutual funds, and warrants
 
Taiwan - R. O. C.   Central Bank of the Republic of   Government securities
    China (Taiwan)    
 
    Taiwan Depository and Clearing   Listed equities, short-term bills, and corporate bonds
    Corporation    
Tanzania   Central Depository System (CDS),   Equities and corporate bonds
    a department of the Dar es Salaam    
    Stock Exchange    
Thailand   Thailand Securities Depository   Government securities, equities and corporate bonds
    Company Limited    
Togo   Dépositaire Central Banque de   All securities traded on Bourse Régionale des Valeurs Mobilières,
    Règlement   the West African regional exchange, including securities from the
        following West African nations: Benin, Burkina Faso, Guinea-
        Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
    Banque Centrale des Etats   Treasury bills and Treasury bonds issued by the following West
    d Afrique de l Ouest   African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory
        Coast, Mali, Niger, Senegal and Togo.
Tunisia   Tunisie Clearing   All eligible listed securities
Turkey   Central Bank of Turkey   Government securities
    Central Registry Agency   Equities, corporate bonds, money market instruments, mutual fund
        certificates, exchange traded funds
Uganda   Bank of Uganda   Treasury bills and Treasury bonds
    Securities Central Depository   Equities, corporate bonds
Ukraine   National Depository of Ukraine   Equities, bonds, and money market instruments

 

SCH B-6


United Arab   Clearing, Settlement, Depository   Equities, government securities, and corporate debt
Emirates Abu   and Registry department of the    
Dhabi   Abu Dhabi Securities Exchange    
United Arab   Clearing, Settlement and   Equities, government securities, and corporate debt listed on the
Emirates   Depository Division, a department   DFM
Dubai Financial   of the Dubai Financial Market    
Market        
United Arab   Central Securities Depository,   Equities, corporate bonds, and corporate money market instruments
Emirates   owned and operated by NASDAQ    
Dubai   Dubai Limited    
International        
Financial        
United Kingdom   Euroclear UK & Ireland Limited   GBP- and EUR-denominated money market instruments
Uruguay   Banco Central del Uruguay   Government securities
Venezuela   Banco Central de Venezuela   Government securities
Vietnam   Vietnam Securities Depository   Equities, government bonds, T-bills, corporate bonds, and public
        fund certificates
Zambia   Bank of Zambia   Treasury bills and Treasury bonds
    LuSE Central Shares Depository   Treasury bonds, corporate bonds, and equities
    Limited    
Zimbabwe   Chengetedzai Depository   Equities and corporate bonds
    Company Limited    
    Reserve Bank of Zimbabwe   Treasury bills and Treasury bonds
 
TRANSNATIONAL DEPOSITORIES    
Euroclear Bank S. A. /N. V.   Domestic securities from more than 40 markets
Clearstream Banking, S. A.   Domestic securities from more than 50 markets

 

SCH B-7


SCHEDULE C GLOBAL CUSTODY NETWORK PUBLICATIONS

Publication / Type of Information

(scheduled update frequency)

The Guide to Custody in World Markets

(regular my. statestreet. com updates)

Global Custody Network Review

(updated annually on my. statestreet. com )

Securities Depository Review

(updated annually on my. statestreet. com )

Global Legal Survey

(updated annually on my. statestreet. com )

Subcustodian Agreements

(available on CD-ROM annually)

Global Market Bulletin

(daily or as necessary via email and on my. statestreet. com )

Foreign Custody Risk Advisories

(provided as necessary and on my. statestreet. com )

Foreign Custody Manager Material Change Notices

(quarterly or as necessary and on my.statestreet.com)

Brief Description

An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.

Information relating to Foreign Subcustodians in State Street s Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U. S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State Street s market expansion and Foreign Subcustodian selection processes, as well as the procedures and controls used to monitor the financial condition and performance of our Foreign Subcustodian banks.

Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.

With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts: (i) access of a fund s independent public accountants to books and records of a Foreign Subcustodian or Foreign Securities System, (ii) a fund s ability to recover in the event of bankruptcy or insolvency of a Foreign Subcustodian or Foreign Securities System, (iii) a fund s ability to recover in the event of a loss by a Foreign Subcustodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U. S. dollars.

Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.

Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Street s clients.

For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.

Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Street s foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.

Please contact GlobalMarketInformation@statestreet. com with questions about this document.

The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains proprietary information and is fully protected by relevant copyright laws worldwide.

Copyright 2017 State Street Corporation

www.      statestreet.com SCH C-1
 

SCHEDULE D SPECIAL SUB-CUSTODIANS

S PECIAL S UB - C USTODIANS

*[None/Name of Special Sub-Custodian(s)]

SCH D-1


LOAN SERVICES ADDENDUM

As used in this Addendum, the term Fund , in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.

The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, Loans ), made or acquired by a Fund on behalf of one or more of its Portfolios.

S ECTION 1. P AYMENT C USTODY . If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,

(a) the Fund will cause the Custodian to be named as the Fund s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

(b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

S ECTION 2. M ONITORING . If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,

(a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, Loan Information ) and in such form and format as the Custodian may reasonably request; and

(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.

S ECTION 3. E XCULPATION OF THE C USTODIAN .

(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

LSA-1


(b) Any Service . The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

LSA-2


Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED

MASTER CUSTODIAN AGREEMENT

T his first amendment dated January 18, 2018 (the Amendment ) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the Agreement ) between State Street Bank and Trust Company, a Massachusetts trust company (the Custodian ), and each management investment company listed on Appendix A thereto (each, a Fund ) . Custodian and each Fund may be referred to individually as a Party or collectively as the Parties .

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

T he Parties hereby amend and restate Appendix A to the Agreement as set forth below:

APPENDIX A

V ANGUARD CALIFORNIA TAX -FREE FUNDS Vanguard California Intermediate -Term Tax-Exempt Fund Vanguard California Long-Term Tax-Exempt Fund Vanguard California Municipal Money Market Fund

V ANGUARD CHARLOTTE FUNDS

Vanguard Total International Bond Index Fund

V ANGUARD CMT FUNDS

Vanguard Municipal Cash Management Fund

VANGUARD CONVERTIBLE SECURITIES FUND Vanguard Convertible Securities Fund

VANGUARD FENWAY FUNDS Vanguard PRIMECAP Core Fund

V ANGUARD FIXED INCOME SECURITIES Vanguard Intermediate -Term Investment -Grade Fund Vanguard Short -Term Investment -Grade Fund Vanguard High-Yield Corporate Fund Vanguard Long-Term Investment -Grade Fund Vanguard Ultra -Short -Term Bond Fund

VANGUARD EXPLORER FUND Vanguard Explorer Fund

V ANGUARD HORIZON FUNDS Vanguard Global Equity Fund Vanguard Strategic Equity Fund Vanguard Strategic Small -Cap Equity Fund

V ANGUARD INDEX FUNDS

Vanguard 500 Index Fund

Information Classification: Limited Access


Execution Version

VANGUARD INSTITUTIONAL INDEX FUNDS
Vanguard Institutional Index Fund

VANGUARD INTERNATIONAL EQUITY INDEX FUNDS Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Total World Stock Index Fund

VANGUARD MALVERN FUNDS

Vanguard Institutional Intermediate -Term Bond Fund Vanguard Institutional Short -Term Bond Fund Vanguard Capital Value Fund Vanguard U.S. Value Fund Vanguard Emerging Markets Bond Fund

Vanguard Short -Term Inflation-Protected Securities Index Fund

VANGUARD MASSACHUSETTS TAX -EXEMPT FUNDS

Vanguard Massachusetts Tax-Exempt Fund

VANGUARD MONTGOMERY FUNDS
Vanguard Market Neutral Fund

VANGUARD MORGAN GROWTH FUND
Vanguard Morgan Growth Fund

VANGUARD MUNICIPAL BOND FUNDS Vanguard High-Yield Tax-Exempt Fund Vanguard Intermediate -Term Tax-Exempt Fund Vanguard Limited-Term Tax -Exempt Fund Vanguard Long-Term Tax-Exempt Fund Vanguard Municipal Money Market Fund Vanguard Short -Term Tax-Exempt Fund Vanguard Tax-Exempt Bond Index Fund

VANGUARD NEW JERSEY TAX -FREE FUNDS Vanguard New Jersey Long -Term Tax-Exempt Fund Vanguard New Jersey Municipal Money Market Fund

VANGUARD NEW YORK TAX -FREE FUNDS Vanguard New York Long-Term Tax-Exempt Fund Vanguard New York Municipal Money Market Fund

VANGUARD OHIO TAX -FREE FUNDS
Vanguard Ohio Long-Term Tax-Exempt Fund

VANGUARD PENNSYLVANIA TAX -FREE FUNDS Vanguard Pennsylvania Long-Term Tax-Exempt Fund Vanguard Pennsylvania Municipal Money Market Fund

VANGUARD QUANTITATIVE FUNDS
Vanguard Growth and Income Fund

Information Classification: Limited Access


Execution Version

VANGUARD SCOTTSDALE FUND
Vanguard Explorer Value Fund
Vanguard Russell 3000 Index Fund

VANGUARD SPECIALIZED FUNDS
Dividend Appreciation Index Fund
Vanguard Energy Fund
Vanguard Health Care Fund

VANGUARD STAR FUNDS
Vanguard STAR Fund

VANGUARD TAX -MANAGED FUNDS
Vanguard Developed Markets Index Fund

VANGUARD TRUSTEES EQUITY FUND
Vanguard Alternative Strategies Fund
Vanguard Emerging Markets Select Stock Fund

VANGUARD VARIABLE INSURANCE FUNDS
Balanced Portfolio
Capital Growth Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High Yield Bond Portfolio
Mid -Cap Index Portfolio
REIT Index Portfolio
International Portfolio
Small Company Growth Portfolio

VANGUARD WELLESLEY INCOME FUND
Vanguard Wellesley Income Fund

VANGUARD WHITEHALL FUNDS

Vanguard Emerging Markets Government Bond Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund

VANGUARD WINDSOR FUNDS
Vanguard Windsor Fund
Vanguard Windsor II Fund

VANGUARD WORLD FUND
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard Financials Index Fund
Vanguard FTSE Social Index Fund
Vanguard Health Care Index Fund

Information Classification: Limited Access









FIFTH AMENDED AND RESTATED FUNDS’ SERVICE AGREEMENT

     This Fifth Amended and Restated Funds’ Service Agreement, made as of the 8th day of June, 2009 (the “Agreement”), between and among the investment companies registered under the Investment Company Act of 1940 (“1940 Act”), whose names are set forth on the signature page of this Agreement, which together with any additional investment companies which may become a party to this Agreement pursuant to Section 5.4 and 5.5 are collectively called the “Funds”; and The Vanguard Group, Inc., a Pennsylvania corporation (“Service Company”).

     Whereas, each of the Funds has heretofore determined (as evidenced by, among many documents, prior versions* of this Agreement (the “Prior Agreements”), and by prospectuses and proxy statements of the Funds related thereto): (i) to manage and perform the corporate management, administrative and share distribution functions required for its continued operation, (ii) to create a structure which enhances the independence of the Funds from the providers of external services, (iii) to share, on an equitable and fair basis, with all of the other Funds the expenses of establishing the means to accomplish these objectives at the lowest reasonable cost; and Whereas, each of the Funds: (i) has heretofore determined that these objectives can best be accomplished by establishing a company: (a) to be wholly-owned by the Funds; (b) to provide corporate management, administrative, and distribution services, and upon the reasonable request of any Fund to provide other service to such Fund at cost; (c) to employ the executive, managerial, administrative, secretarial and clerical personnel necessary or appropriate to perform such services; and (d) to acquire such assets and to obtain such facilities and equipment as are necessary or appropriate to carry out such services, and to make those assets available to the Funds; and (ii) since May 1, 1975 (or the commencement of its operations after this date) has utilized Service Company, pursuant to the provisions of the Prior Agreements; and Whereas, each of the Funds has further heretofore recognized that it may, from time to time, be in the best interests of the Funds (i) for Service Company to provide similar services to investment companies other than the Funds, (ii) for the Funds to organize, from time to time, new investment companies which are intended to become parties to this Agreement; and, (iii) for Service Company to engage in business activities (directly or through subsidiaries), supportive of the Funds’ operations as investment companies; and Whereas, each of the Funds desires to enter into a completely integrated Fifth Amended and Restated Funds’ Service Agreement with the other Funds to (i) set forth the current terms and provisions of the relationships which the Funds have determined to establish; and (ii) make non-substantive amendments to the Amended and Restated Funds’ Service Agreement, including correcting the names of the Funds set forth on the signature page of this Agreement.

     Now, Therefore, each Fund agrees with each and all of the other Funds, and with Service Company, as follows:

* Funds’ Service Agreement dated May 1, 1975; an Amended and Restated Funds’ Service Agreement dated October 1, 1977; an Amended and Restated Funds’ Service Agreement dated May 10, 1993, an Amended and Restated Funds’ Service Agreement dated January 1, 1996, and an Amended and Restated Funds’ Service Agreement dated June 15, 2001 as therefore amended.

646121


 

I. CAPITALIZATION AND ASSETS OF SERVICE COMPANY

     1.1 Capital and Assets. To provide the Service Company with the cash and with the office space, facilities and equipment necessary for it to discharge its responsibilities hereunder, each Fund agrees: A. To make cash investments in the Service Company as provided in Sections 1.2, 1.3 and 1.4.

     B. To assign and transfer to Service Company on and after May 1, 1975 any and all right, title and interest which the Funds may have in any office facilities and equipment necessary for it to discharge its responsibilities and in any other assets which Service Company may develop or acquire, subject only to the rights reserved in Section 1.6 (concerning certain major assets). Section 5.2 (concerning rights upon withdrawal) and Section 5.3 (concerning rights upon termination) of the Agreement.

     1.2 Cash Investments in Service Company. To provide Service Company with such cash as may be necessary or appropriate from time to time to accomplish the purposes of the Funds and to discharge its responsibilities hereunder, each Fund agrees to purchase, for cash, shares of common stock of Service Company (“Shares”) or such other securities of Service Company (hereafter referred to as “other securities”) upon the favorable vote of the holders of a majority of the Shares adopting a resolution setting forth the terms and provisions of the purchase. Provided, however, that: A. Without the consent of all of the Funds, the date for the purchase of Shares or other securities shall not be less than 15 days following the date on which the resolution is approved by the shareholders.

     B. The cash purchase price to be paid by any Fund for the Shares or other securities, expressed as a percentage of the total purchase price for the additional securities to be paid by all of the Funds shall not exceed the percentage which the then current net assets of the Fund bears to the aggregate current net assets of all of the Funds as of the most recent month-end preceding the purchase date.

     1.3 Periodic Adjustments of Cash Investments. To maintain and re-establish periodically a fair and proportionate ratio of cash investments by each Fund in the Service Company as compared to its then current net assets, each Fund agrees to purchase from one or more of the other Funds, or to sell one or more of the Funds, sufficient Shares or other securities to reestablish the ratio.

     A. Such purchases and sales shall be made (1) as of the last business day of any month upon the addition or withdrawal of any Fund as a party to this Agreement, provided that if the addition or withdrawal of a Fund creates no material disparity in the ratios (as determined by the Service Company’s Board of Directors), and no Fund requests that an adjustment be made, the adjustment may be deferred until the close of the Service Company’s fiscal year; (2) in connection with additional investments pursuant to Section 1.2; and (3) annually as of the close of the Service Company’s fiscal year, on a date fixed by Service Company’s Board of Directors within 90 days after the close of the fiscal year unless there is no material disparity in the ratios (as determined by the Service Company’s Board of Directors) and no Fund requests that an adjustment be made.

     B. The cash purchases and sale price of the Share or other securities shall be for each Fund (1) in the case of Shares, the fair market value of Shares determined in accord

646121


 

with generally accepted accounting principles and procedures established by the Board of Directors of Service Company; and (2) in the case of debt securities, the face value thereof.

     C. Unless specifically required by applicable law, the issuance and transfer of Shares or other securities of Service Company, and the cash investments of the Funds in Service Company, may be evidenced by proper records of Service Company; and no certificates need be issued.

     1.4 Limitation Upon Funds’ Obligations to Make Cash Investments or Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no Fund shall be obligated to purchase Shares or other securities of Service Company if, as a result of such purchase the Fund would thereby have invested in cash a total of more than 0.40% of its then current net assets in Shares or other securities of Service Company.

     1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund agrees that it will not, without the written consent of all other parties to this Agreement, transfer or dispose of or encumber any of its Shares or other securities of Service Company except as provided in this Agreement, and that, if issued, each certificate for Shares or other securities of Service Company will be stamped with a legend referring to this restriction.

     1.6 Assets of Service Company. The Funds agree that Service Company may acquire, by purchase or lease, office space, furniture, equipment, supplies, files, records, computer hardware and software, and other assets necessary or appropriate for the discharge of the Service Company’s responsibilities hereunder. Each of the Funds hereby assigns and transfers to Service Company, any and all right, title and interest that it may have or hereafter acquire in any such assets, subject to the rights of each Fund (A) to receive the then fair value of such assets upon the purchase or sale of Shares pursuant to this Agreement, (B) to the continued use of such assets in the administration of the business affairs of a Fund so long as the Fund remains a party to this Agreement.

     1.7 Borrowing by Service Company. The Funds agree that Service Company may borrow money, and may issue a note or other security in connection with such borrowing, as long as such borrowing, is in connection with the discharge of Service Company’s responsibilities hereunder and is undertaken in accord with procedures approved by the Service Company’s Board of Directors.

II. SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND

     2.1 Services and Expenses. Each Fund shall, at its own expense, obtain from Service Company or an outside vendor (as that Fund’s Board of Trustees shall determine):

A. Services of an independent public accountant. B. Services of outside legal counsel.

C. Transfer agency services, including “shareholder services.” D. Custodian, registrar and dividend disbursing services.

E. Brokerage fees, commissions and transfer taxes in connection with the

purchase and sale of securities for its investment portfolio.

F. Investment advisory services.

G. Taxes and other fees applicable to its operations.

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     H. Costs incident to its annual or special meetings of shareholders, including but not limited to legal and accounting fees, and the preparations, printing and mailing of proxy materials.

I. Trustees’ fees.

     J. Costs incurred in the continued maintenance of its corporate existence, including reports to shareholders and government agencies, and the expenses, if any, attributable to the registration of the Fund’s shares with Federal and state regulatory authorities.

     K. And, in general and except as provided in Section 3.2(B), any other costs directly attributable to and identified with a particular Fund or Funds rather than all Funds which are parties to this Agreement.

     2.2 Disbursement of Payment for These Services. Notwithstanding the provisions of Section 2.1 above, Service Company may, as agent for any Fund, disburse to third parties payments for any of the foregoing services or expenses. Each Fund shall reimburse Service Company promptly for such disbursements made on behalf of the Fund.

III. SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY

     3.1 Services to be Provided to Funds. Service Company shall with respect to each Fund, subject to the direction and control of the Board of Trustees and officers of the Fund: A. Manage, administer and/or conduct the general business activities of the Fund.

     B. Provide the personnel and obtain the office space, facilities and equipment necessary to perform such general business activities under the direction of the Funds’ executive officers (who may also be officers of Service Company) who will have the full responsibility for the general management of these functions.

     C. Establish wholly-owned subsidiaries, and supervise the management and operations of such subsidiaries, as are necessary or appropriate to carry on or support the business activities of the Fund; and authorize such subsidiaries to perform such other functions for the Fund, including organizing new investment companies which are intended to become parties to this Agreement pursuant to Section 5.4 or Section 5.5, as Service Company’s Board of Directors shall determine.

No provisions hereof shall prohibit the Service Company from performing such additional services to the Fund as the Fund’s Board of Trustees may appropriately request and which two-thirds of the shareholders of the Service Company shall approve.

     3.2 Expenses of Operation of Service Company. Each of the Funds agrees to pay to the Service Company, within 10 days after the last business day of each month or at such other time as agreed to by the Fund and the Service Company, the Fund’s portion of the actual costs of operation of Service Company for each monthly period, or for such other period as is agreed upon, during which the Fund is a party to this Agreement.

     A. Corporate Management and Administrative Expenses. A Fund’s portion of the cost of operation of Service Company shall mean its share of the direct and indirect expenses of Service Company’s providing corporate management and administrative services, including distribution services of an administrative nature, as allocated among the Funds with Allocation of indirect costs based on one or more of the following methods of allocation:

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     (1) Net Assets: The proportionate allocation of expenses based upon the value of each Fund’s net assets, computed as a percentage of the value of total net assets of all Funds receiving services from Service Company, determined at the end of the last preceding monthly period.

     (2) Personnel Time: The proportionate allocation of expenses based upon a summary by each Fund of the time spent by each employee who works directly on the affairs of one or more of the Funds, computed as a percentage of the total time spent by such employee on the affairs of all of the Funds.

     (3) Shareholder Accounts: The proportionate allocation of expenses based upon the number of each Fund’s shareholder accounts and transaction activity in those accounts, measured over a period of time, relative to the total number of shareholder accounts and transaction activity in those accounts for all Funds receiving number of portfolio transactions for all Funds receiving services from the Service Company during such period.

     (4) Such other methods of allocation as may be approved by the Board of Directors of the Service Company based upon its determination that the allocation method is fair to each Fund in view of (i) the nature, amount and purpose of the expenditure, (ii) the benefits, if any, to be derived directly by each Fund relative to the benefits derived by other Funds, (iii) the need or desirability for the Funds as a group to provide competitive investment programs and services at competitive prices for the group to survive and grow, (iv) the benefits which each Fund derives by being a member of a strong Fund group, and (v) such other factors as the Board considers relevant to the specific expenditure and allocation.

     B. Distribution Expenses. Each of the Funds expressly agrees to pay to Service Company, as requested, the Fund’s portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981): (1) 50% of these expenses will be allocated based upon each Fund’s average month-end assets during the preceding quarter relative to the average month-end assets during the preceding quarter of the Funds as a group.

     (2) 50% of these expenses will be allocated initially among the Funds based upon each Fund’s sales for the 24 months ended with the last day of the preceding quarter relative to the sales of the Funds as a group for the same period. (Shares issued pursuant to a reorganization shall be excluded from the sales of a Fund and the Funds as a group.) (3) Provided, however, that no Fund’s aggregate quarterly contribution for distribution expenses, expressed as a percentage of its assets, shall exceed 125% of the average expenses for the Funds as a Group, expressed as a percentage of the

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total assets of the Funds. Expenses not charged to a particular Fund(s) because of this 125% limitation shall be reallocated to other Funds on iterative basis; and that no Fund’s annual expenses for distribution shall exceed 0.2% of its average month-end net assets.

IV. CONCERNING THE SERVICE COMPANY

4.1 Name. Each Fund acknowledge and agrees:

     A. That the name “The Vanguard Group, Inc.”, and any variants thereof used to identify (1) the Funds as a group, (2) any Fund as a member of a group being served by Service Company, or (3) any other person as being served or related to Service Company (whether now in existence or hereafter created), shall be the sole and exclusive property of Service Company, its affiliates, and its successors.

     B. That Service Company shall have the sole and exclusive right to permit the use of said name or variants thereof so long as this Agreement or any amendments thereto are effective.

     C. That upon its withdrawal from this Agreement and upon the written request of Service Company, the Fund shall cease to use, or in any way to refer to itself as related to, “The Vanguard Group, Inc.” or any variant thereof.

     The foregoing agreements on the part of each Fund are hereby made binding upon it, its trustees, officers, shareholders and creditors and all other persons claiming under or through it.

     4.2 Services to Others. The Service Company may render services to any person other than the Funds so long as:

A. The services to be rendered to the Funds hereunder are not impaired thereby.

B. The terms and provisions upon which the services are to be rendered have

been approved by the holders of a majority of the Shares.

     C. The services rendered for compensation and, to the extent achievable, for the purpose of gaining a profit thereon.

     D. Any income earned and fees received by Service Company shall be used to reduce the total costs and expenses of Service Company.

     4.3 Books, Records, and Audits of Service Company. The Service Company, and any subsidiary established pursuant to Section 3.1(C), shall maintain complete, accurate, and current books, records, and financial statements concerning its activities. To the extent appropriate, it will preserve said records in the manner and for the periods prescribed by law. Financial records and statements shall be kept in accord with generally accepted accounting principles and shall be audited at least annually by independent public accountants (who may also be accountants for any of the Funds). Within 120 days after the close of Service Company’s fiscal year, it shall deliver to each Fund a copy of its audited financial statements for that year and the accountants report thereon. Service Company, on behalf of itself and any subsidiary, acknowledges that all of the records they shall prepare and maintain pursuant to this Agreement shall be the property of the Funds and that upon a request of any Fund they shall make the Fund’s records available to it, along with such other information and data as are reasonably requested by the Fund, for inspection, audit or copying, or turn said records over to the Fund.

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4.4 Indemnification.

     A. Each Fund (herein the “Indemnitor”) agrees to indemnify, hold harmless, and reimburse (herein “indemnify”) every other Fund, Service Company and/or any

subsidiary of Service Company (herein the “Indemnitee”):

     (1) which Indemnitee (a) was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (herein a “suit”), or (b) incurs an actual economic loss or expense (herein a “loss”).

     (2) if: (a) such suit or loss arises from an action or failure to act, event, occurrence, transaction, or other analogous happening (herein an “event”) under circumstances in which the Indemnitee is involved in a suit or incurs a loss.

     (i) as a result substantially of, or attributable primarily to, its being a party to this Agreement, or to its indirect participation in transactions contemplated by this Agreement; and (ii) where the suit or loss arises primarily and substantially from an event related primarily and substantially to the business and/or operations of the Indemnitor; and (b) an independent third party, who may but need not be legal counsel for the Funds, advises the Funds in writing (i) that the condition set forth in “(1)” and “(2)(a)” have occurred and (ii) that the Indemnitee is without significant fault or responsibility for the suit or loss as measured by the comparative conduct of the Indemnitor and Indemnitee and by the purposes sought to be accomplished by this Agreement.

     B. The financial obligations of the Indemnitor under this Section shall be limited to: (1) In the case of a suit, to expenses (including attorneys’ fees), actually incurred by the Indemnitee. The termination of any suit by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee is not entitled to be indemnified hereunder.

     (2) In the case of an event, to losses and/or expenses (including attorney’s fees) actually incurred by the Indemnitee.

The Indemnitee shall not be liable financially hereunder for lost profits in the case of either a suit or loss.

     C. Expenses incurred in defending a suit or resolving an event may be paid by the prospective Indemnitor in advance of the final disposition of such suit or event if authorized by the Board of Trustees of the prospective Indemnitor in the specific case upon receipt of an undertaking by or on behalf of the prospective indemnitee to repay such amount unless it shall ultimately be determined that the Indemnitee is entitled to be indemnified by the Indemnitor as provided in this Section.

     D. The indemnification provided by this section shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any agreement or otherwise.

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V. TERM OF AGREEMENT

     5.1 Effective Period. This Agreement shall become effective on the date first written above, and shall continue in full force and effect as to all parties hereto until terminated or amended by mutual agreement of all parties hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of the Funds from this agreement shall not affect the continuance of this Agreement except as to the parties withdrawing.

5.2 Withdrawal from Agreement.

     A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.

     B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.

     5.3 Termination by Mutual Consent. In the event that all Funds withdraw from this Agreement without entering into a comparable successor agreement, each Fund shall surrender its Shares to Service Company and after payment by Service Company of all its liabilities, including the settlement of unexpired lease obligations, shall: A. Receive from Service Company in cash an amount equal to its proportionate share of the actual value of all assets of the Service Company which can be reduced readily to cash.

     B. Negotiate in good faith with the other Funds provision for the equitable use and/or disposition of assets of the Service Company which are not readily reducible to cash.

     5.4 Additional Parties to Agreement. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, any investment company registered under the Investment Company Act of 1940 may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by

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adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment company’s agreement to assume the duties and obligations of a Fund hereunder. Upon the delivery of a signed copy of this Agreement, the new Fund shall be subject to all provisions of this Agreement and become a holder of Shares by adjustment in cash investments among the Funds pursuant to Section 1.3. No person shall become a holder of shares without becoming a party to this Agreement.

     5.5 Fund of Funds Parties to Agreement. A “Fund of Funds” shall mean a registered investment company or series of a Fund which is managed and administered by Service Company and which invests substantially all of its assets in shares of two or more Funds (or series thereof).

     A. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, a Fund of Funds organized as a separate registered investment company may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment company’s agreement to assume the duties and obligations of a Fund hereunder, except as provided in the following paragraph B.

     B. A Fund of Funds: (1) shall not be obligated or permitted to make a capital contribution or to acquire Shares pursuant to Section I except to the extent that the Fund of Funds’ assets are not invested in shares of the Funds; (2) shall not be allocated or obligated to pay any portion of the expenses of Service Company pursuant to Section 3.2 except as determined by the Board of Directors of Service Company pursuant to Section 3.2(A)(4); and (3) may have the expenses the Fund of Funds would otherwise bear pursuant to Section 2.1 reduced or eliminated by the savings which accrue to the benefit of the Funds.

     C. Upon the delivery of a signed copy of this Agreement, the Fund of Funds shall be subject to all the provisions of this Agreement except as provided herein.

VI. GENERAL

     6.1 Definition of Certain Terms. As used in this Agreement, the terms set forth below shall mean: A. “Fair Value of Shares” shall mean the proportionate interest, as represented by the ratio of the number of Shares owned by a Fund to the number of Shares issued and outstanding, in all assets of the Service Company less all liabilities of the Service Company on the date fair value is to be determined. Assets shall be valued at fair market value. In case of any dispute as to the proportionate interest of any Fund or as to the fair value of the Shares, the issue shall be determined by the favorable vote of the holders of a majority of the Shares, whose determination shall be conclusive upon the Fund.

     B. “Person” shall mean a natural person, a corporation, a partnership, an association, a joint-stock company, a trust, a fund or any organized group of persons whether incorporated or not.

     6.2 Assignment. This Agreement shall bind and inure to the benefit of the parties thereto, their respective successors and assigns.

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     6.3 Captions. The captions in this Agreement are included for convenience of reference only and in no way define any of the provisions hereof or otherwise affect their construction or effect.

     6.4 Amendment. Unless prohibited by applicable laws, regulations or orders of regulatory authorities and except as set forth below, this Agreement may be amended at any time and in one or more respects upon the favorable vote of the holders of a majority of the Shares (except that the vote required in Sections 3.1 and 5.4 may be amended only by the favorable votes of the number of holders or Shares specified therein) and without the further approval or vote of shareholders of any of the Funds; provided, however, that Section 1.4 (limiting cash investments by the Funds in Service Company) may not be amended unless and exemptive order permitting such amendment is obtained from the U.S. Securities and Exchange Commission.

     6.5 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

     In Witness Whereof, each of the parties hereto has caused the Agreement to be signed and its corporate seal to be hereto affixed by its proper officers thereunto duly authorized, all as of the date and year first above written.

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The Vanguard Group, Inc.  
 
 
Attest: /s/ Anne Robinson BY: /s/ F. William McNabb III
Anne Robinson                         F. William McNabb III
Secretary Chief Executive Officer
 
The Vanguard Group of Investment Companies:
 
Vanguard Admiral Funds Vanguard Bond Index Funds
Vanguard California Tax-Free Funds Vanguard Charlotte Funds
Vanguard Chester Funds Vanguard Convertible Securities Fund
Vanguard Explorer Fund Vanguard Fenway Funds
Vanguard Fixed Income Securities Funds Vanguard Florida Tax-Free Funds
Vanguard Horizon Funds Vanguard Index Funds
Vanguard International Equity Index Funds Vanguard Institutional Index Funds
Vanguard Malvern Funds Vanguard Massachusetts Tax-Exempt Funds
Vanguard Money Market Reserves Vanguard Montgomery Funds
Vanguard Morgan Growth Fund Vanguard Municipal Bond Funds
Vanguard New Jersey Tax-Free Funds Vanguard New York Tax-Free Funds
Vanguard Ohio Tax-Free Funds Vanguard Pennsylvania Tax-Free Funds
Vanguard Quantitative Funds Vanguard Scottsdale Funds1
Vanguard Specialized Funds Vanguard STAR Funds
Vanguard Tax-Managed Funds Vanguard Trustees’ Equity Fund
Vanguard Valley Forge Funds Vanguard Variable Insurance Funds
Vanguard Wellesley Income Fund Vanguard Wellington Fund
Vanguard Whitehall Funds Vanguard Windsor Funds
Vanguard World Fund  
 
 
 
Attest: /s/ Anne Robinson BY: /s/ F. William McNabb III
Anne Robinson F. William McNabb III
Secretary President and
  Chief Executive Officer

 

Signature page revised as of November 16, 2017.

1 Formerly Vanguard Treasury Fund


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard Fixed Income Securities Funds of our reports dated March 15, 2018, relating to the financial statements and financial highlights, which appear in Vanguard Ultra-Short-Term Bond Fund, Vanguard Short-Term Treasury Fund, Vanguard Short-Term Federal Fund, Vanguard Short-Term Investment-Grade Fund, Vanguard Intermediate-Term Treasury Fund, Vanguard Intermediate-Term Investment-Grade Fund, Vanguard GNMA Fund, Vanguard Long-Term Treasury Fund, Vanguard Long-Term Investment-Grade Fund, Vanguard High-Yield Corporate Fund and Vanguard REIT II Index Fund ‘s Annual Reports on Form N-CSR for the year ended January 31, 2018. We also consent to the references to us under the headings “Financial Statements”, “Service Providers–Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement.

/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 23, 2018


VANGUARD FUNDS
MULTIPLE CLASS PLAN

I. INTRODUCTION

     This Multiple Class Plan (the “Plan”) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the “Funds,” individually a “Fund”). The Plan explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. Each Fund may offer any one or more of the specified classes.

     The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (“VGI”). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (“Fund Board”), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.

II. SHARE CLASSES

A Fund may offer any one or more of the following share classes:

Investor Shares
Admiral Shares
Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares

III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY

     Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:

A. Investor Shares

     Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended

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from time to time. It is expected that the minimum investment amount for Investor Shares will be substantially lower than the amount required for any other class of shares. Investor Shares are typically distributed by all VGI business lines.

B. Admiral Shares

     Admiral Shares generally will be available to individual, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested the Fund; or (ii) any other factors deemed appropriate by a Fund’s Board. Admiral Shares are typically distributed by all VGI business lines.

C. Institutional Shares

     Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguard’s financial advisory services and institutional business lines.

D. Institutional Plus Shares

     Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGI’s financial advisory services and institutional business lines.

E. Institutional Select Shares

     Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all VGI share classes. Institutional Select Shares are typically distributed by VGI’s institutional business line.

F. ETF Shares

     A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who pay for their ETF shares by depositing

2


 

a prescribed basket of securities rather than paying cash. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Fund’s distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.

G. Transition Shares

     Transition Shares generally will be available solely to Vanguard Funds that operate as funds-of-funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.

IV. SERVICE ARRANGEMENTS

     All share classes will receive a range of services provided by VGI on a per account basis. These “account-based” services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:

A. Investor Shares

     Investor Shares generally will receive the most basic level of service from VGI. Investor Shares generally will be serviced through a pool of VGI client service representatives.

B. Admiral Shares

     Admiral Shares will receive a different level of service from VGI as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.

C. Institutional Shares

     Institutional Shares will receive from VGI a level of service that differs from the service provided to the holders of shares of other classes. Such services may include special client service representatives who will be assigned to service

3


 

Institutional Shares. Most holders of Institutional Shares periodically will receive special investment updates from VGI’s investment staff. Holders of Institutional Shares also may receive unique additional services from VGI, and generally will be permitted to transact with VGI through the National Securities Clearing Corporation’s FundSERV system and other special servicing platforms for institutional investors.

D. Institutional Plus Shares

     Institutional Plus Shares generally will receive a very high level of service from VGI as compared to any other share classes. Special client service representatives will be assigned to service Institutional Plus Shares, and most holders of such shares periodically, but more than the holders of all other shares, will receive special updates from VGI’s investment staff. Holders of Institutional Plus Shares may receive unique additional services from VGI, and generally will be permitted to transact with VGI through the National Securities Clearing Corporation’s FundSERV system and other special servicing platforms for institutional investors.

E. Institutional Select Shares

     Institutional Select Shares generally will receive a customized level of service. Holders of Institutional Select Shares may receive unique additional services from VGI, and generally will be permitted to transact with VGI through the National Securities Clearing Corporation’s FundSERV system and other special servicing platforms for institutional investors.

F. ETF Shares

A Fund is expected to maintain only one shareholder of record for ETF

SharesçDTC or its nominee. Special client service representatives will be assigned to the DTC account, and all transactions on this account will be handled electronically. Due to the nature and purpose of the DTC account, ETF Shares will not receive any special updates from VGI’s investment staff.

G. Transition Shares

     The only investors eligible to own Transition Shares are Vanguard Funds that operate as funds-of-funds, and it is expected that such funds, because of the nature of Transition Shares, will own the shares only for the brief periods necessary to complete the relevant portfolio transitions. The level of service provided will be commensurate with the needs of a fund-of-funds transitioning from one underlying fund to another.

V. CONVERSION FEATURES

A. Self-Directed Conversions

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     1. Conversion into Investor Shares, Admiral Shares, Institutional Shares Institutional Plus Shares, and Institutional Select Shares. Shareholders may conduct self-directed conversions from one share class into another share class of the same fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholder’s accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder: (i) meets the then applicable eligibility requirements for the share class into which they are converting; and (ii) receives services consistent with such new share class. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order.

     2. Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s receipt of the shareholder’s request in good order. VGI or the Fund may charge an administrative fee to process conversion transactions.

B. Automatic Conversions

     1. Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same fund (if available), provided that following the conversion the shareholder: (i) meets the eligibility requirements for Admiral Shares; and (ii) receives services consistent with Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGI’s conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may occur at different times due to the differing mechanisms through which an account is funded or meets the required investment minimum. Automatic conversions do not apply to certain types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).

     2. Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional

5


 

Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.

C. Involuntary Conversions and Cash Outs

     1. Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may cash out the shareholder’s remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Fund’s normal redemption fees, if any.

     2. Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholder’s holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder, and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge.

     3. Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time.

VI. EXPENSE ALLOCATION AMONG CLASSES A. Background

     VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds’ Service Agreement between itself and the Funds (the “Agreement”), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (“Exemptive Orders”). VGI’s direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such funds in accordance with methods specified in the Agreement.1

B. Class Specific Expenses

1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds’ portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying fund’s share class.

6


 

     1. Expenses for Account-Based Services. Expenses associated with VGI’s provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:

     (a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Fund’s share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; (ii) the percentage of total account transactions performed by VGI for each class; and (iii) the percentage of new accounts opened for each class.

(b) Expenses of special servicing arrangements.

Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Fund’s share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.

(c) Literature production and mailing expenses.

Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Fund’s share classes based upon the number of such items produced and mailed for each class.

     2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.

C. Fund-Wide Expenses

     1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.

Expenses associated with each share class will be allocated only among the Funds that have such share class according to the “Vanguard Modified Formula,” with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation

7


 

has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the Investment Company Act of 1940.

     2. Asset Management Expenses. Expenses associated with management of a Fund’s assets (including all advisory, tax preparation and custody fees) will be allocated among the Fund’s share classes on the basis of their relative net assets.

     3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.

VII. ALLOCATION OF INCOME, GAINS AND LOSSES

     Income, gains and losses will be allocated among each Fund’s share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.

VIII. VOTING AND OTHER RIGHTS

     Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.

IX. AMENDMENTS

     All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.

Original Board Approval: July 21, 2000
Last Approved by Board: July 21, 2017

8


 

SCHEDULE A to

VANGUARD FUNDS MULTIPLE CLASS PLAN

Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.

Vanguard Fund Share Classes Authorized
 
Vanguard Admiral Funds  
Treasury Money Market Fund Investor
S&P 500 Value Index Fund Institutional, ETF
S&P 500 Growth Index Fund Institutional, ETF
S&P MidCap 400 Index Fund Institutional, ETF
S&P MidCap 400 Value Index Fund Institutional, ETF
S&P MidCap 400 Growth Index Fund Institutional, ETF
S&P SmallCap 600 Index Fund Institutional, ETF
S&P SmallCap 600 Value Index Fund Institutional, ETF
S&P SmallCap 600 Growth Index Fund Institutional, ETF
 
Vanguard Bond Index Funds  
Short-Term Bond Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Intermediate-Term Bond Index Fund Investor, Admiral, Institutional, Institutional
    Plus, ETF
Long-Term Bond Index Fund Investor, Institutional, Institutional Plus,
    ETF
Total Bond Market Index Fund Investor, Admiral, Institutional, Institutional
    Plus, Institutional Select, ETF
Total Bond Market II Index Fund Investor, Institutional
Inflation-Protected Securities Fund Investor, Admiral, Institutional
 
Vanguard California Tax-Free Funds  
Municipal Money Market Fund Investor
Intermediate-Term Tax-Exempt Fund Investor, Admiral
Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard Charlotte Funds  
Total International Bond Index Fund Investor, Admiral, Institutional,
    Institutional Select, ETF

 

1


 

Vanguard Fund Share Classes Authorized
 
Vanguard Chester Funds  
PRIMECAP Fund Investor, Admiral
Target Retirement Income Fund Investor
Target Retirement 2010 Fund Investor
Target Retirement 2015 Fund Investor
Target Retirement 2020 Fund Investor
Target Retirement 2025 Fund Investor
Target Retirement 2030 Fund Investor
Target Retirement 2035 Fund Investor
Target Retirement 2040 Fund Investor
Target Retirement 2045 Fund Investor
Target Retirement 2050 Fund Investor
Target Retirement 2055 Fund Investor
Target Retirement 2060 Fund Investor
Target Retirement 2065 Fund Investor
Institutional Target Retirement Income Fund Institutional
Institutional Target Retirement 2010 Fund Institutional
Institutional Target Retirement 2015 Fund Institutional
Institutional Target Retirement 2020 Fund Institutional
Institutional Target Retirement 2025 Fund Institutional
Institutional Target Retirement 2030 Fund Institutional
Institutional Target Retirement 2035 Fund Institutional
Institutional Target Retirement 2040 Fund Institutional
Institutional Target Retirement 2045 Fund Institutional
Institutional Target Retirement 2050 Fund Institutional
Institutional Target Retirement 2055 Fund Institutional
Institutional Target Retirement 2060 Fund Institutional
Institutional Target Retirement 2065 Fund Institutional
 
Vanguard Convertible Securities Fund Investor
 
Vanguard Explorer Fund Investor, Admiral
 
Vanguard Fenway Funds  
Equity Income Fund Investor, Admiral
Growth Equity Fund Investor
PRIMECAP Core Fund Investor
 
Vanguard Fixed Income Securities Funds  
Ultra-Short-Term Bond Fund Investor, Admiral
Real Estate II Index Fund Institutional Plus
Short-Term Treasury Fund Investor, Admiral
Short-Term Federal Fund Investor, Admiral
Short-Term Investment-Grade Fund Investor, Admiral, Institutional
Intermediate-Term Treasury Fund Investor, Admiral
Intermediate-Term Investment-Grade Fund Investor, Admiral
GNMA Fund Investor, Admiral

 

2


 

Vanguard Fund Share Classes Authorized
 
Long-Term Treasury Fund Investor, Admiral
Long-Term Investment-Grade Fund Investor, Admiral
High-Yield Corporate Fund Investor, Admiral
 
Vanguard Horizon Funds  
Capital Opportunity Fund Investor, Admiral
Global Equity Fund Investor
Strategic Equity Fund Investor
Strategic Small-Cap Equity Fund Investor
 
Vanguard Index Funds  
500 Index Fund Investor, Admiral, Institutional Select, ETF
Extended Market Index Fund Investor, Admiral, Institutional,
    Institutional Plus, Institutional Select, ETF
Growth Index Fund Investor, Admiral, Institutional, ETF
Large-Cap Index Fund Investor, Admiral, Institutional, ETF
Mid-Cap Growth Index Fund Investor, Admiral, ETF
Mid-Cap Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Mid-Cap Value Index Fund Investor, Admiral, ETF
Small-Cap Growth Index Fund Investor, Admiral, Institutional, ETF
Small-Cap Index Fund Investor, Admiral, Institutional,
    Institutional Plus, ETF
Small-Cap Value Index Fund Investor, Admiral, Institutional, ETF
Total Stock Market Index Fund Investor, Admiral, Institutional, Institutional
    Plus, Institutional Select, ETF
Value Index Fund Investor, Admiral, Institutional, ETF
 
Vanguard Institutional Index Funds  
Institutional Index Fund Institutional, Institutional Plus
Institutional Total Stock Market Index Fund Institutional, Institutional Plus
 
Vanguard International Equity Index Funds  
Emerging Markets Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Emerging Markets ETF ETF
European Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Europe ETF ETF
FTSE All-World ex US Index Fund Investor, Admiral, Institutional, Institutional
    Plus, ETF
Pacific Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Pacific ETF ETF
Total World Stock Index Fund Investor, Institutional, ETF
FTSE All World ex-US Small-Cap Index Fund Investor, Institutional, ETF
Global ex-U.S. Real Estate Index Fund Investor, Admiral, Institutional, ETF

 

3


 

Vanguard Fund Share Classes Authorized
 
Vanguard Malvern Funds  
Capital Value Fund Investor
Short-Term Inflation-Protected Securities  
  Index Fund Investor, Admiral, Institutional, ETF
U.S. Value Fund Investor
Institutional Short-Term Bond Fund Institutional Plus
Institutional Intermediate-Term Bond Fund Institutional Plus
Core Bond Fund Investor, Admiral
Emerging Markets Bond Fund Investor, Admiral
 
Vanguard Massachusetts Tax-Exempt Funds  
Massachusetts Tax-Exempt Fund Investor
 
Vanguard Money Market Funds  
Prime Money Market Fund Investor, Admiral
Federal Money Market Fund Investor
 
Vanguard Morgan Growth Fund Investor, Admiral
 
Vanguard Montgomery Funds  
Market Neutral Fund Investor, Institutional
 
Vanguard Municipal Bond Funds  
Municipal Money Market Fund Investor
Short-Term Tax-Exempt Fund Investor, Admiral
Limited-Term Tax-Exempt Fund Investor, Admiral
Intermediate-Term Tax-Exempt Fund Investor, Admiral
Long-Term Tax-Exempt Fund Investor, Admiral
High-Yield Tax-Exempt Fund Investor, Admiral
Tax-Exempt Bond Index Fund Investor, Admiral, ETF
 
Vanguard New Jersey Tax-Free Funds  
Municipal Money Market Fund Investor
Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard New York Tax-Free Funds  
Municipal Money Market Fund Investor
Long-Term Tax-Exempt Fund Investor, Admiral
 
Vanguard Ohio Tax-Free Funds  
Long-Term Tax-Exempt Fund Investor
 
Vanguard Pennsylvania Tax-Free Funds  
Municipal Money Market Fund Investor
Long-Term Tax-Exempt Fund Investor, Admiral

 

4


 

Vanguard Fund Share Classes Authorized
 
Vanguard Quantitative Funds  
Growth and Income Fund Investor, Admiral
 
Vanguard Scottsdale Funds  
Short-Term Treasury Index Fund Institutional, Admiral, ETF
Intermediate-Term Treasury Index Fund Institutional, Admiral, ETF
Long-Term Treasury Index Fund Institutional, Admiral, ETF
Short-Term Corporate Bond Index Fund Institutional, Admiral, ETF
Intermediate-Term Corporate Bond Index Fund Institutional, Admiral, ETF
Long-Term Corporate Bond Index Fund Institutional, Admiral, ETF
Mortgage-Backed Securities Index Fund Institutional, Admiral, ETF
Explorer Value Fund Investor
Russell 1000 Index Fund Institutional, ETF
Russell 1000 Value Index Fund Institutional, ETF
Russell 1000 Growth Index Fund Institutional, ETF
Russell 2000 Index Fund Institutional, ETF
Russell 2000 Value Index Fund Institutional, ETF
Russell 2000 Growth Index Fund Institutional, ETF
Russell 3000 Index Fund Institutional, ETF
Total Corporate Bond ETF ETF
 
Vanguard Specialized Funds  
Energy Fund Investor, Admiral
Precious Metals Fund Investor
Health Care Fund Investor, Admiral
Dividend Growth Fund Investor
Real Estate Index Fund Investor, Admiral, Institutional, ETF
Dividend Appreciation Index Fund Investor, Admiral, ETF
 
Vanguard STAR Funds  
LifeStrategy Conservative Growth Fund Investor
LifeStrategy Growth Fund Investor
LifeStrategy Income Fund Investor
LifeStrategy Moderate Growth Fund Investor
STAR Fund Investor
Total International Stock Index Fund Investor, Admiral, Institutional,
    Institutional Plus, Institutional Select,
    ETF
Vanguard Tax-Managed Funds  
Tax-Managed Balanced Fund Admiral
Tax-Managed Capital Appreciation Fund Admiral, Institutional
Developed Markets Index Fund Investor, Admiral, Institutional,
    Institutional Plus
  FTSE Developed Markets ETF ETF
Tax-Managed Small-Cap Fund Admiral, Institutional

 

5


 

Vanguard Fund Share Classes Authorized
 
Vanguard Trustees’ Equity Fund  
International Value Fund Investor
Diversified Equity Fund Investor
Emerging Markets Select Stock Fund Investor
Alternative Strategies Fund Investor
 
Vanguard Valley Forge Funds  
Balanced Index Fund Investor, Admiral, Institutional
Managed Payout Fund Investor
 
Vanguard Variable Insurance Funds  
Balanced Portfolio Investor
Conservative Allocation Portfolio Investor
Diversified Value Portfolio Investor
Equity Income Portfolio Investor
Equity Index Portfolio Investor
Growth Portfolio Investor
Global Bond Index Portfolio Investor
Total Bond Market Index Portfolio Investor
High Yield Bond Portfolio Investor
International Portfolio Investor
Mid-Cap Index Portfolio Investor
Moderate Allocation Portfolio Investor
Money Market Portfolio Investor
Real Estate Index Portfolio Investor
Short-Term Investment Grade Portfolio Investor
Small Company Growth Portfolio Investor
Capital Growth Portfolio Investor
Total International Stock Market Index Portfolio Investor
Total Stock Market Index Portfolio Investor
 
Vanguard Wellesley Income Fund Investor, Admiral
 
Vanguard Wellington Fund  
U.S. Liquidity Factor ETF ETF
U.S. Minimum Volatility ETF ETF
U.S. Momentum Factor ETF ETF
U.S. Multifactor ETF ETF
U.S. Multifactor Fund Admiral
U.S. Quality Factor ETF ETF
U.S. Value Factor ETF ETF
Wellington Fund Investor, Admiral

 

6


 

Vanguard Fund Share Classes Authorized
 
Vanguard Whitehall Funds  
Selected Value Fund Investor
Mid-Cap Growth Fund Investor
International Explorer Fund Investor
High Dividend Yield Index Fund Investor, ETF
Emerging Markets Government  
  Bond Index Fund Investor, Admiral, Institutional, ETF
Vanguard Global Minimum Volatility Fund Investor, Admiral
International Dividend Appreciation Index Fund Investor, Admiral, ETF
International High Dividend Yield Index Fund Investor, Admiral, ETF
 
Vanguard Windsor Funds  
Windsor Fund Investor, Admiral
Windsor II Fund Investor, Admiral
 
Vanguard World Fund  
Extended Duration Treasury Index Fund Institutional, Institutional Plus, ETF
FTSE Social Index Fund Investor, Institutional
Global Wellesley Income Fund Investor, Admiral
Global Wellington Fund Investor, Admiral
International Growth Fund Investor, Admiral
Mega Cap Index Fund Institutional, ETF
Mega Cap Growth Index Fund Institutional, ETF
Mega Cap Value Index Fund Institutional, ETF
U.S. Growth Fund Investor, Admiral
Consumer Discretionary Index Fund Admiral, ETF
Consumer Staples Index Fund Admiral, ETF
Energy Index Fund Admiral, ETF
Financials Index Fund Admiral, ETF
Health Care Index Fund Admiral, ETF
Industrials Index Fund Admiral, ETF
Information Technology Index Fund Admiral, ETF
Materials Index Fund Admiral, ETF
Telecommunication Services Index Fund Admiral, ETF
Utilities Index Fund Admiral, ETF

 

Original Board Approval: July 21, 2000
Last Updated: May 3, 2018

7


 

SCHEDULE B to

VANGUARD FUNDS MULTIPLE CLASS PLAN

VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plan’s eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGI’s Compliance Department.

Investor Shares - Eligibility Requirements

Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Retail managed clients and financial intermediary and other institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.

Admiral Shares – Eligibility Requirements

Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $10,000 for retail clients in index funds and $50,000 for retail clients in actively managed funds. Retail managed clients and external financial intermediary and other institutional clients may hold Admiral Shares of both index and actively managed funds without restriction. Vanguard Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:

Certain Retirement Plans – Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3

Institutional Shares – Eligibility Requirements

Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Share

2 The eligibility of a Vanguard Fund that operates as a fund of funds to invest in a particular share class of an underlying Vanguard Fund is determined by VGI and the Board in accordance with the allocation methodology referenced in Section VI.

3 Vanguard’s Retail 403(b) business is being outsourced to The Newport Group. In the new structure (launching in July 2017), Admiral Shares will be available for participants.


 

class eligibility also is subject to the following special rules:

Individual clients. Individual clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund.

Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that:

(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) a sub-accounting arrangement between VGI and the financial intermediary allows VGI to monitor compliance with the eligibility requirements.

Institutional clients. Institutional clients, including but not limited to defined benefit and contribution plan clients, endowments, and foundations may hold Institutional Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual fund). Such institutional clients must disclose to VGI on behalf of their accounts the following: (1) that each account has a common decision-maker; and (2) the total balance in each account held by the client in the Fund.

Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Vanguard Funds (a “TRT”) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.

Accumulation Periodç Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.


 

Institutional Plus Shares - Eligibility Requirements

Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:

Individual clients. Individual clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts.

Institutional clients. Institutional clients, including but not limited to defined benefit and contribution plan clients, endowments, and foundations may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual fund). Such institutional clients must disclose to VGI on behalf of their accounts the following: (1) that each account has a common decision-maker; and (2) the total balance in each account held by the client in the Fund.

Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that:

(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) a sub-accounting arrangement between VGI and the financial intermediary allows VGI to monitor compliance with the eligibility requirements.

Accumulation Period - Accounts funded through regular contributions e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.


 

Asset Allocation Models - Vanguard Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.

Institutional Select Shares - Eligibility Requirements

Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:

Institutional clients. Institutional clients, including but not limited to defined benefit and contribution plan clients, endowments, foundations, and Section 529 college savings plans may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual fund). Such institutional clients must disclose to VGI on behalf of their accounts the following: (1) that each account has a common decision-maker; and (2) the total balance in each account held by the client in the Fund.

Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that:

(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) a sub-accounting arrangement between VGI and the financial intermediary allows VGI to monitor compliance with the eligibility requirements.

Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.


 

Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.

ETF Shares – Eligibility Requirements

The eligibility requirements for ETF Shares will be set forth in the Fund’s Registration Statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized DTC Participant, as defined in Paragraph III.D of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant prospectus. The value of a Fund's Creation Unit will vary with the net asset value of the Fund’s ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket of securities with the Fund, rather than paying cash.

Transition Shares – Eligibility Requirements

Transition Shares will be offered only to Vanguard Funds that operate as funds-of-funds and only by an underlying Vanguard Fund (i) that is receiving assets in kind from one or more Vanguard Funds and (ii) that will “transition” those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.

Original Board Approval: July 21, 2000
Last Approved by Board: July 21, 2017


Code of Ethics

Do the right thing



 

Table of Contents  
Message from our CEO  
The Code of Ethics at a Glance 2
Section 1. Background 4
Section 2. Standards of Conduct 4
2.1 Conflicts of Interest  

 

(a)      What is a conflict of interest?
(b)      When can conflicts of interest arise?
(c)      What types of conflicts of interest should be avoided?
(d)      Which conflicts of interest do I need to disclose?
(e)      When and how do I disclose conflicts of interest?
Section 3. Outside Business Activities 6
3.1 Outside Business Activity Requirements for all Crew Members  

 

(a)      What outside activities are generally prohibited?
(b)      What activities require preclearance?
(c)      What activities do not require preclearance?
(d)      When and how do I preclear an outside business activity?
Section 4. Gift and Entertainment Policy 10
Section 5. Anti-Bribery Policy 10
Section 6. Duty of Confidentiality 10
Section 7. Personal Trading Activities 10

 

7.1      Trading Prohibitions and Requirements for all Crew Members
(a)      What are the trading prohibitions applicable to all Crew Members?
(b)      Are all Crew Members required to hold Securities in a Brokerage Account at Vanguard?
(c)      Are there additional trading requirements or restrictions for Crew Members?
7.2      Trading Prohibitions and Requirements for Fund Access Persons
(a)      What are the trade preclearance requirements?
(b)      How does a Fund Access Person obtain preclearance?
(c)      How long is a preclearance approval valid?
(d)      Which types of securities transactions do not require preclearance for Fund Access Persons?
(e)      Are there any prohibited transactions by Fund Access Persons?
(f)      What are the blackout periods for Fund Access Persons?
(g)      What happens if a Fund Access Person makes a prohibited purchase or sale during a blackout period (e.g., trades after a Vanguard Fund without approval)?

 

Table of Contents (continued)

(h)      What happens if a Fund Access Person makes a permitted purchase or sale during a blackout period (e.g.,trades before a Vanguard Fund)?
(i)      Are there any waivers to the above blackout periods?
(j)      What happens if a Fund Access Person makes a “short-term trade” in a Vanguard Fund?
7.3      Crew Member Obligations when Purchasing, Redeeming, or Holding Vanguard Funds
Section 8. Reporting Requirements 18
8.1 Reporting Requirements for U.S. Crew Members  

 

(a)      What are the standard reporting requirements for U.S. Crew Members?
(b)      What additional reporting requirements exist for U.S. Fund Access Persons and VAI Access Persons?
8.2      Reporting Requirements for Non-U.S. Crew Members
(a)      What are the standard reporting requirements for Non-U.S. Crew Members?
(b)      What are the additional reporting requirements for Non-U.S. Crew Members that are Fund Access Persons?
8.3      Obligations for all Crew Members to Report Violations

Section 9. Certification Requirements 22

9.1      Certification Requirements for all Crew Members
(a)      What are the certification requirements as a new Crew Member?
(b)      What are the annual certification requirements?
Section 10. Sanctions 22
Section 11. Vanguard Expatriates 22
Appendix A. Definitions 24
Appendix B. Additional Personal Trading Activities 29

 

B.1      Australia
(a)      What are the Vanguard Fund reporting requirements for Crew Members in Australia?
B.2      Japan
(a)      What are the additional trading restrictions for Crew Members in Japan?
B.3      U.S. VAI Access Persons
(a)      What are the additional trading restrictions for U.S. Crew Members that are VAI Access Persons?
B.4      Non-U.S. Crew Members that have Discretionary Management Arrangements
(a)      Do I need to report discretionary Investment management arrangements if I am a non-U.S. Crew Member that is a Fund Access Person?

Appendix C: Independent Directors and Trustees (U.S. Crew Only) 30


 


Do the right thing

At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.

Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.

All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.

Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguard’s reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.


F. William McNabb III
Chairman and Chief Executive Officer


 

The Code of Ethics at a Glance

Below are some of the general requirements of the Code of Ethics which impact Crew Members the most. These are for guidance only and are not a substitute for the Code of Ethics itself. Each should be read in conjunction with its provisions.

1. Clients’ Interests Come First

You must avoid serving your own personal interests ahead of the interests of Vanguard Clients.

2. Conflicts of Interest

Your actions, decisions, and interests should not compete or conflict with Vanguard’s or Vanguard Clients’ interests. You must report potential conflicts of interest to the Compliance Department.

3. Business Activities Outside of Vanguard

You may engage in outside business activities that do not conflict with Vanguard’s interests; however, you must obtain approval from the Compliance Department for certain outside business activities.

4. Gifts and Entertainment

When doing business with clients, vendors, potential clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. In addition, you must report all gifts and entertainment to the Compliance Department.

5. Anti-Bribery

You are prohibited from engaging or participating in any form of bribery.

6. Insider Trading

You are prohibited from buying or selling any Security while in the possession of material, non-public information about the issuer of the Security.

7. Personal Trading Activities

You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.

8. Certification Requirements

On an annual basis, you are required to acknowledge that you understand the Code of Ethics and will comply with its provisions.

2


 

Clients’ Interests Come First

You must avoid serving your own personal interests ahead of the interests of Vanguard Clients.


 

Section 1. Background

The Code of Ethics (“Code”) has been approved and adopted by the board of directors of The Vanguard Group, Inc. (“Vanguard”), the boards of trustees of each of the Vanguard Funds, and the boards of directors of each of Vanguard’s affiliates, as applicable. Unless stated otherwise, the Code applies to all Crew Members. The Code also contains provisions applicable to Independent Directors and Trustees (see Appendix C).

Section 2. Standards of Conduct

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct described below is prohibited, regardless of whether it meets technical rules found elsewhere in the Code.

Vanguard consistently seeks to earn and maintain the trust and loyalty of our clients by adhering to the highest standards of ethical behavior and fiduciary responsibility. Accordingly, we must conduct ourselves in accordance with applicable law and regulations, and the following standards of conduct:

Vanguard Clients’ interests come first. You must at all times place the interests of Vanguard Clients first. In particular, you must avoid serving your own personal interests ahead of the interests of Vanguard Clients.

Conflicts of interest must be avoided. Your actions, decisions, and interests should not compete or conflict with Vanguard’s interests or the interests of Vanguard Clients.

2.1 Conflicts of Interest

2.1(a) What is a conflict of interest?

A conflict of interest is defined as any situation where financial or other personal factors can compromise independence, objectivity, or professional judgment. A conflict of interest exists when personal or other business interests compete, or give the appearance of competing,

with your duty to serve the interests of Vanguard and Vanguard Clients.

2.1(b) When can conflicts of interest arise?

Even the perception of a conflict could negatively affect Vanguard and harm our reputation. It’s important to understand the following conflict situations:

Actual conflict of interest. A situation where your personal interests directly conflict with your current duties and responsibilities.

Perceived conflict of interest. A situation where it appears that personal interests inappropriately influence the performance of your duties and responsibilities—whether founded or not.

Potential conflict of interest. A situation that could arise in the future where your personal interests would affect official duties and responsibilities.

Depending on your role at Vanguard, potential for conflict may also arise where an Immediate Family Member is employed by a company with which Vanguard has a relationship. For example, if your spouse is employed as a trader at a brokerage firm that executes Vanguard Fund trades, and you are a phone associate, a conflict may not exist; however, if you hold a position in the Investment Management Group or Fund Financial Services, a potential conflict exists.

2.1(c) What types of conflicts of interest should be avoided?

Generally, you should avoid the following:

Any business interest that competes, directly or indirectly, with the interests of Vanguard.

Any situation where you would benefit, directly or indirectly, from Vanguard’s dealings with others.

4


 


Your actions, decisions, and
interests should not compete
or conflict with Vanguard’s or
Vanguard Clients’ interests.
You must report potential
conflicts of interest to the
Compliance Department.


 

2.1(d) Which conflicts of interest do I need to disclose?

You should avoid situations where a conflict of interest could arise. You are required to disclose the following information: Any situation that may present the potential for a conflict of interest with Vanguard’s business or the interests of Vanguard Clients.

Any employment arrangements of your Immediate Family Members that may present the potential for conflict with Vanguard and its activities.

2.1(e) When and how do I disclose conflicts of interest?

You should report potential conflicts to the Compliance Department as soon as they arise. Please also contact the Compliance Department if you encounter a conflict that is not explicitly addressed by our policies or is potentially significant to a business area or across divisions.

Web Resource – To disclose potential conflicts of interest, complete the Outside Business Activities and Conflicts of Interest Form under My CrewNet/My Compliance on CrewNet.

Vanguard affiliates or your specific department may have additional policies regarding conflicts of interest that you must also follow.

Section 3. Outside Business Activities

You are permitted to engage in outside business activities (permanent, part-time, or one-time assignment) during your personal time. However, those activities should not adversely affect Vanguard or present a conflict of interest. Your job at Vanguard should come first over other business opportunities, nonprofit activities, or a second job. Be mindful of potential conflicts, obtain any necessary approvals, and be aware that you may be required to discontinue an activity if a conflict exists.

In addition to the requirements and restrictions in this section, the following supplemental policies may apply to you: Senior Executive Covered Activity Policy (officers and crew members in roles designated as M6/ P6/S6 or higher).

Managing Director Outside Business Activity Policy.

If there is a conflict between a more restrictive requirement in the Code and the requirements in these policies, the requirements outlined in the Senior Executive Covered Activity Policy or the Managing Director Outside Business Activity Policy should be followed.

Web Resource – U.S. Crew Members who hold a FINRA license are also required to comply with the Outside Business Activity section of the Form U4 Reporting Obligations page on CrewNet.

3.1 Outside Business Activity Requirements for all Crew Members 3.1(a) What outside activities are generally prohibited?

The following activities are generally prohibited: Holding a second job with any company or organization whose activities could create a conflict of interest with your employment at Vanguard. This includes, but is not limited to, selling Securities, term insurance, or fixed or variable annuities; providing Investment advice or financial planning; or engaging in any business activity similar to Vanguard’s or your job at Vanguard.

Working, including serving as a director, officer, or in an advisory capacity, for any business or enterprise that competes with Vanguard.

Working for any organization that could benefit from your knowledge of confidential Vanguard information, such as new Vanguard products, services, or technology.

Serving on the board of a publicly traded company (or on the board of a company reasonably expected to become a public company through an IPO).

Using Vanguard time, equipment, services, Crew Members, or property for the benefit of the outside business activity.

6


 


You may engage in outside business activities that do not conflict with Vanguard’s interests; however, you must obtain approval from the Compliance Department for certain outside business activities.


 

Allowing your activities, or the time you spend on them, to interfere with the performance of your job.

Accepting a business opportunity from someone who does, or seeks to do, business with Vanguard if the person made the offer because of your position at Vanguard.

Selling interests, soliciting investors, or referring participants to a Private Securities Transaction.

3.1(b) What activities require preclearance?

You are required to obtain written prior approval for the following outside activities:

Compensated positions held outside of Vanguard.

All entrepreneurial activities, including home and family businesses and independent consulting.

Volunteer positions that involve recommending or approving Securities for an organization. This includes, but is not limited to, serving on the finance or investment committee of a nonprofit organization, or serving as treasurer for a homeowners association or on a school board.

Any activity where your role is similar or closely related to your responsibilities at Vanguard.

Any government position, whether paid or unpaid, elected or appointed (e.g., an elected official or member, director, officer, or employee of a government agency, authority, advisory board or other board, such as a public school or library board).

Any official position with any federal, state, or local government authority, or service as a board member or in any representative capacity for any civic, public interest, or regional business interest organization (e.g., you are the executive director of a local chamber of commerce or on the board of a wildlife protection organization).

Any compensated or non-compensated position on a private company board. This includes positions on boards of nonprofit organizations; charitable foundations; universities; hospitals; and civic, religious, or fraternal organizations.

Any position on a panel or committee of an index provider.

Acting as a real estate agent or conducting any mortgage-related activities.

Any teaching positions where the subject matter relates to Vanguard business that is not in the course of your duties for Vanguard.

3.1(c) What activities do not require preclearance?

You are not required to obtain written approval for the following activities:

Compensated positions in a retail business—for example, positions in retail or department stores or in the food service industry.

Ownership of a second home, rental property, or Investment property.

Selling items on online auction sites, so long as it is not operated as a business.

Unpaid positions with holding companies, trusts, or non-operating entities that hold your or your family’s real estate or other Investments, provided the Securities would not otherwise require approval if held directly.

3.1(d) When and how do I preclear an outside business activity?

You are required to obtain approval for outside business activities:

If you are already participating in an activity upon joining Vanguard.

Before accepting any new activity.

If there are any changes to a previously reported activity.

In some situations, you will receive a follow-up form from the Compliance Department requiring that you obtain approval from a Vanguard Officer or Managing Director.

Note: Vanguard Officers may not accept or participate in any form of outside activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from the Compliance Department.

8


 

Gifts and Entertainment

When doing business with clients, vendors, potential clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. In addition, you must report all gifts and entertainment to the Compliance Department.


 

Web Resource – To seek preclearance for an outside activity, or to report a change or discontinuation of an outside activity, complete the Outside Business Activities and Conflicts of Interest Form under My CrewNet/My Compliance on CrewNet.

Section 4. Gift and Entertainment Policy

You are subject to Vanguard’s Gift and Entertainment Policy, which is considered an integral part of the Code. There are restrictions on the extent to which gifts or entertainment may be received from or provided to any third party.

Web Resource – Refer to the Gift and Entertainment Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.

Section 5. Anti-Bribery Policy

You are subject to Vanguard’s Anti-Bribery Policy, which prohibits the offer, promise, payment, or provision of money or anything of value to any party for the purpose of improperly obtaining, directing, or retaining business or securing an improper advantage for Vanguard.

Web Resource – Refer to the Anti-Bribery Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.

Section 6. Duty of Confidentiality

You must keep confidential any non-public information that you may have obtained while working at Vanguard at all times. This information includes, but is not limited to:

Information on the Vanguard Funds (e.g., recent or impending Securities transactions, activities of the funds’ advisors, offerings of new funds, changes to fund minimums or other provisions in the prospectus, or closings of funds).

Information on current or prospective Vanguard Clients (e.g., their personal information, Investments, or account transactions).

Information about other Crew Members or Independent Directors and Trustees (e.g., their pay, benefits, position level, and performance ratings).

Information on Vanguard business activities (e.g., new services, products, technology, or business initiatives).

You must not reveal confidential information to any party that does not have a clear and compelling need to know such information.

Section 7. Personal Trading Activities

You must avoid taking personal advantage of your knowledge of Securities activity in Vanguard Funds or in client accounts. The Code includes specific restrictions on personal investing but cannot anticipate every fact pattern or situation. You should adhere at all times to the spirit, and not just the letter, of the Code.

7.1Trading Prohibitions and Requirements for all Crew Members

7.1(a) What are the trading prohibitions applicable to all Crew Members?

Engaging in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund.

Intentionally, recklessly, or negligently circulating false information or rumors that may affect the Securities markets or may be perceived as market manipulation.

10


 


You are prohibited from
engaging or participating
in any form of bribery.


 

Trading on knowledge of Vanguard Fund activities. Taking personal advantage of knowledge of recent or impending Securities activities of the Vanguard Funds or their Investment advisors. You are prohibited from purchasing or selling—directly or indirectly—any Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund). This prohibition applies to all Securities in which the person has acquired or will acquire Beneficial Ownership.

Vanguard InsiderTrading Policies. You are subject to the Insider Trading Policy of the Vanguard affiliate for which you work. The Insider Trading Policies are considered an integral part of the Code. Each Insider Trading Policy prohibits you from buying or selling any Security while in possession of material, non-public information about the issuer of the Security. The policies prohibit you from communicating any non-public information about any Security or issuer of Securities to third parties.

Web Resource – Refer to your local Insider Trading Policy on the Code of Ethics Resource page on CrewNet for further information.

7.1(b) Are all Crew Members required to hold Securities in a Brokerage Account at Vanguard?

U.S. Crew Members and their Immediate Family Members are required to hold all Reportable Securities within a Vanguard Brokerage Account.

New Crew Members will have 60 days to complete the transfer of all Reportable Securities from an investment firm to Vanguard.

Quick Guide: Refer to
the Securities to be Held
at Vanguard document,
which can be accessed
from the Code of Ethics
on CrewNet.

Non-U.S. Crew Members and their Immediate Family Members may trade and hold Reportable Securities with a non-Vanguard brokerage firm. Crew Members shall arrange, where possible, for their local Compliance Department to receive duplicate statements and confirmations directly from the brokerage firm.

Quick Guide: Refer
to the Trading and
Reporting Requirements
for Non-Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.

7.1(c) Are there additional trading requirements or restrictions for Crew Members?

There are additional trading requirements and restrictions for Crew Members in Australia and Japan, and for VAI Access Persons in the United States (see Appendix B). In addition, there are specific provisions for non-U.S. Crew Members who are Fund Access Persons and who have discretionary Investment management arrangements with a third party.

In addition, your local Compliance Department has authority, with appropriate notice to you, to apply any or all of the trading restrictions specified in Section 7.2 to Non-Access Persons. For example, Access Person provisions may be applied to a Non-Access Person who gains access, through system access or otherwise, to Vanguard Fund impending purchases or sales of Securities.

12


 


You are prohibited from buying or selling any Security while in the possession of material, non-public information about the issuer of the Security.


 

7.2 Trading Prohibitions and Requirements for Fund Access Persons

The requirements of this Section 7.2 apply to all transactions or holdings in which Fund Access Persons have or will acquire Beneficial Ownership of Securities.

7.2(a) What are the trade preclearance requirements?

You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security.

Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.

7.2(b) How does a Fund Access Person obtain preclearance?

Preclearance requests must be submitted by completing the Preclearance Form on My CrewNet/ My Compliance or by contacting the Compliance Department. You must wait until you receive approval from the system before entering your trade either online or with your broker. Transactions in Covered Securities may not be executed before you receive approval.

Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of the Code of Ethics. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.

Same day limit orders are permitted; however, good ‘til cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.

Web Resource – To seek preclearance, complete the Preclearance Form under My CrewNet/My Compliance on CrewNet.

7.2(c) How long is a preclearance approval valid?

U.S.      Crew Members: If you receive approval for
a      market order, it will be effective until the close

of trading on the same business day, unless otherwise revoked (e.g., if you receive approval on Monday, it is effective until market close on Monday). If you receive approval for a limit order, it must either be executed or expire at the close of trading on the same business day. If you wish to execute the limit order after the close of trading on the day you received approval, you must resubmit a preclearance request. Preclearance for limit orders is good for same day transactions only.

Non-U.S. Crew Members: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.

7.2(d) Which types of Securities transactions do not require preclearance for Fund Access Persons?

You are not required to obtain preclearance for the following:

Purchases or sales where the person requesting preclearance has no direct or indirect influence or control (e.g., a Fund Access Person has a trust in his name but is not the trustee who places the transaction, provided the Fund Access Person has granted full Investment Discretion to the trustee and there has been no prior communication between them regarding the transaction).

14


 

Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.

Purchases or sales made as a part of an Automatic Investment Program.

Purchases made upon the exercise of rights by an issuer in proportion to all holders of a class of its Securities, to the extent such rights were acquired for such issuer.

Acquisitions of Covered Securities through gifts or bequests.

7.2(e) Are there any prohibited transactions by Fund Access Persons?

Private Placements. You are prohibited from acquiring Securities in a Private Placement without prior approval from the Compliance Department. If you receive approval to purchase Securities in a Private Placement, you must disclose that Security if it subsequently goes to public offer or is pending listing on an exchange.

Web Resource – To seek preclearance of a Private Placement, complete the Outside Business Activities and Conflicts of Interest Form under My CrewNet/My Compliance on CrewNet.

Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any Option on any Security (including Options on ETFs).

IPOs. You are prohibited from acquiring Securities in an initial public offering.

Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.

Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing a Covered Security at a lower price within 60 calendar days. A last-in-first-out accounting methodology will be applied to a

series of Security purchases when applying this holding rule. If you realize profits on short-term trades, you will be required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code. For example, you are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.

Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

7.2(f) What are the blackout periods for Fund Access Persons?

There are restrictions that apply to a transaction in a Covered Security if a Vanguard Fund has bought or sold the same (or Related) Covered Security within seven (7) calendar days.

There are two types of blackout periods:

Prohibited: the purchase or sale of a Covered Security after a Vanguard Fund trades in the same (or Related) Covered Security.

Note: Will result in a violation of the Code and could require you to sell the Covered Security and relinquish profits.

Permitted: the purchase or sale of a Covered Security seven calendar days before a Vanguard Fund purchases or sells the same (or Related) Covered Security.

Note: Even permitted purchases and sales could have consequences (e.g., extended holding period or relinquishing profits).

The Compliance Department may exempt from these prohibitions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

15


 

Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.

7.2(g) What happens if a Fund Access Person makes a prohibited purchase or sale during a blackout period (e.g., trades after a Vanguard Fund without approval)?

If you make a prohibited purchase, you must sell the Covered Security and relinquish any gain from the transaction (exclusive of commissions). In addition, the trade will be recorded as a violation of the Code.

If you make a prohibited sale, you must relinquish the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sale price is higher), multiplied by the number of shares you sold. In addition, the trade will be recorded as a violation of the Code.

Local law may also dictate the extent to which gains must be relinquished.

7.2(h) What happens if a Fund Access Person makes a permitted purchase or sale during a blackout period (e.g., trades before a Vanguard Fund)?

If you make a permitted purchase, you are not permitted to sell the Covered Security at a profit for six months after the Vanguard Fund’s purchase.

If you make a permitted sale, you must relinquish the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sale price is higher), multiplied by the number of shares you sold.

If you make a prohibited sale within the six-month period at a profit, you must relinquish the difference

(exclusive of commissions) between the purchase and sale prices you received multiplied by the number of shares you sold. In addition, the trade will be recorded as a violation of the Code.

Local law may also dictate the extent to which gains must be relinquished.

7.2(i) Are there any waivers to the above blackout periods?

The Compliance Department may waive the blackout restriction as it applies to the sale of a Covered Security if the Chief Compliance Officer (CCO) determines that its application creates a significant hardship to you (e.g., repeated rejection of preclearance requests) and, in the opinion of the CCO, there is no conflict between your trade and the Vanguard Fund trade.

Web Resource – To request a hardship exemption, complete the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.

7.2(j) What happens if a Fund Access Person makes a “short-term trade” in a Vanguard Fund?

The Compliance Department will monitor trading in Vanguard Funds and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a “short-term trade”). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if the Compliance Department determines that the short-term trade was detrimental to the interests of a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by the Crew Member or his or her Immediate Family Members. For purposes of this paragraph:

A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.

This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or Vanguard ETFs; or (ii) through an Automatic Investment Program.

16


 

Personal Trading Activities

You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.



 

7.3 Crew Member Obligations when Purchasing, Redeeming, or Holding Vanguard Funds

The following is a summary of obligations applicable to Crew Members who purchase, redeem, or hold Vanguard Funds:

When purchasing, exchanging, or redeeming shares of Vanguard Funds, you and your Immediate Family Members must adhere to the policies and standards set forth in the funds’ prospectuses, including policies on market-timing and frequent trading.

If you are considered a Fund Access Person or a VAI Access Person, you will be required to disclose any internal and external accounts holding Vanguard Funds; however, you will not be required to seek prior trade approval for purchases or redemptions in Vanguard Funds from the Compliance Department.

If you are considered a Fund Access Person, the Compliance Department will monitor short-term trading (purchase and sale within 30 days) in Vanguard Funds. See Section 7.2(j).

U.S. Crew Members may hold Vanguard Funds outside of Vanguard; however, Vanguard ETFs must be held in a Vanguard brokerage account.

All Non-U.S. Crew Members are required to report holdings and transactions in Vanguard ETFs. Additionally, Non-U.S. Crew Members that are Fund Access Persons are required to report holdings and transactions in Vanguard mutual funds.

Section 8. Reporting Requirements

The reporting requirements of this Section 8 apply to all transactions or holdings in which Crew Members have or will acquire Beneficial Ownership of Securities.

8.1 Reporting Requirements for U.S. Crew Members

8.1(a) What are the standard reporting requirements for U.S. Crew Members?

Initial Holdings Report – All new Crew Members are required to complete and submit to the Compliance Department an Initial Holdings Report disclosing all Covered Accounts and all Reportable Securities when they join Vanguard. This includes Brokerage Accounts held at Vanguard as well as those held at another financial institution. This information must be current as of 45 calendar days prior to joining Vanguard.

Web Resource – New hires will receive an Initial Holdings Report via email. Status of completion can be found in CrewNet under My CrewNet/My Compliance.

In addition, you must notify the Compliance Department if you or an Immediate Family Member has subsequently opened or intends to open a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities, or if a preexisting Covered Account (including a Vanguard Brokerage Account) becomes associated with you (such as through marriage or inheritance).

Disclose new Covered Accounts and holdings by sending an email to “Vanguard Compliance.”

Quick Guide: Refer to the
Trading and Reporting
Requirements for
Non-Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.

Duplicate statements and transaction confirmations. You must disclose transactions in Reportable Securities made by you and your Immediate Family Members. For Brokerage accounts held at Vanguard that you have disclosed, the Compliance Department will receive transaction confirmations automatically. For each approved Covered Account and any holdings of

18


 

Reportable Securities held outside of Vanguard, it is your responsibility to ensure that duplicate statements and transaction confirmations are delivered to the Compliance Department. If the outside investment firm is not able to send statements and transaction confirmations directly to Vanguard, you will be required to submit copies immediately after you receive them, unless you receive an exemption from this requirement from the Compliance Department. Transaction confirmations and statements are not required if the account does not have the ability to hold Securities (e.g., a traditional checking account).

8.1(b) What additional reporting requirements exist for U.S. Fund Access Persons and VAI Access Persons?

Initial Holdings Report – In addition to the standard reporting requirements for all new U.S. Crew Members, you must also disclose the following:

Covered Accounts where you exercise Investment Discretion.

Accounts, 529 college savings plans, and annuity or insurance products holding Vanguard Funds.

Quick Guide: Refer to
the Trading and Reporting
Requirements for Fund
Access Persons and the
Trading and Reporting
Requirements for
VAI Access Persons
documents, which can be
accessed from the Code
of Ethics on CrewNet.

The information must be sent to the Compliance Department no later than ten (10) calendar days after you become a Fund Access or VAI Access Person.

QuarterlyTransaction Report You must report to the Compliance Department, within 30 days after the end of each calendar quarter, any transactions in Reportable Securities, holdings in Vanguard

Funds, 529 plans, and Annuity or Insurance products invested in Vanguard Funds held outside of Vanguard. You are not required to disclose transactions if the Compliance Department receives duplicate confirmations or statements within 30 calendar days after the end of each calendar quarter. If there are no transactions in Reportable Securities or new Covered Accounts to disclose, the report should state “None.”

Annual Holdings Report – Each year, through the Annual Crew Certification, you must confirm that you have reported all Covered Accounts, holdings in Reportable Securities, and Vanguard mutual funds held outside of Vanguard.

8.2 Reporting Requirements for Non-U.S. Crew Members

8.2(a) What are the standard reporting requirements for Non-U.S. Crew Members?

Initial Holdings Report – All new Crew Members are required to disclose all Covered Accounts and holdings of Reportable Securities to their local Compliance Department when they join Vanguard. This includes disclosure of all Covered Accounts where transactions are made under an Automatic Investment Program. The account and Security information will be requested and completed through the New Crew Certification process. This information must be current as of 45 calendar days prior to joining Vanguard.

Web Resource – Disclose Covered Accounts and holdings in Reportable Securities within the Accounts and Holdings section under My CrewNet/My Compliance on CrewNet.

In addition, you must disclose if you or an Immediate Family Member has subsequently opened a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities, or if a preexisting Covered Account becomes associated with you (such as through marriage or inheritance).

19


 

Quick Guide: Refer
to the Trading and
Reporting Requirements
for Non-Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.

Reporting transactions You are required to report to your local Compliance Department any transactions in Reportable Securities. You do not have to report each transaction in a Covered Account if the transactions are made under an Automatic Investment Program.

Web Resource – Disclose Reportable Securities transactions within the Accounts and Holdings section under My CrewNet/My Compliance on CrewNet.

Duplicate statements and transaction confirmations For each Covered Account and holdings in Reportable Securities, it is your responsibility to ensure that duplicate statements and transaction confirmations are being delivered to your local Compliance Department. If the Investment firm is not able to send statements and confirmations directly to Vanguard, you will be required to submit copies immediately after you receive them, unless you receive an exemption from this requirement from the Compliance Department. You do not have to send transaction confirmations if the transactions are made under an Automatic Investment Program.

Note: Have the Investment firm mail copies or interoffice mail transaction confirmations and statements to your local Compliance Department immediately upon your receipt.

8.2(b) What are the additional reporting requirements for Non-U.S. Crew Members that are Fund Access Persons?

Initial Holdings Report – In addition to the standard reporting requirements for all new Non-U.S. Crew Members, you must also disclose the following: Covered Accounts where you exercise Investment Discretion.

Accounts, pension plans, and annuity or insurance products holding Vanguard Funds.

Accounts holding Vanguard Funds where transactions are made under an Automatic Investment Program.

The information must be sent to the Compliance Department no later than ten (10) calendar days after you become a Fund Access Person.

Web Resource – Disclose Covered Accounts, holdings in Vanguard Funds, and Reportable Securities within the Accounts and Holdings section under My CrewNet/My Compliance on CrewNet.

Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons
document, which can be
accessed from the Code
of Ethics on CrewNet.

QuarterlyTransaction Reports You must report to the Compliance Department, within 30 days after the end of each calendar quarter, any transactions in Reportable Securities, holdings in Vanguard Funds, 529 plans, and Annuity or Insurance products invested in Vanguard Funds held outside of Vanguard. You are not required to disclose transactions if the Compliance Department receives duplicate confirmations or statements within 30 calendar days after the end of each calendar quarter. If there are no transactions in Reportable Securities or new Covered Accounts to disclose, the report should state “None.”

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Certification

Requirements

On an annual basis,
you are required to
acknowledge that
you understand the
Code of Ethics and
will comply with its
provisions.


 

Annual Holdings Report – Each year, through the Annual Crew Certification, you must confirm that you have reported all Covered Accounts, Reportable Securities, and Vanguard mutual funds.

For Fund Access Persons of Vanguard Investments Hong Kong, Limited (VIHK) the holdings disclosure requirement is semi-annual, including the provision of statements.

8.3 Obligations for all Crew Members to Report Violations

Any Crew Member who is aware of a violation of the Code should report the violation to his local Compliance Department immediately.

Section 9. Certification Requirements

9.1 Certification Requirements for all Crew Members

9.1(a) What are the certification requirements as a new Crew Member?

New Crew Certification All new Crew Members must certify to the Compliance Department, that (i) they have read and understand the Code, (ii) they will comply with all requirements of the Code, and (iii) they will report all required transactions.

9.1(b) What are the annual certification requirements?

Annual Crew Certification All Crew Members must certify annually that (i) they have read and understand the Code, (ii) they have and will continue to comply with all requirements of the Code, and (iii) they will report all required transactions. In addition, Fund Access and VAI Access Persons must confirm that they have reported all Covered Accounts and Reportable Securities required pursuant to the requirements of the Code.

Section 10. Sanctions

Potential violations of the Code will be investigated by your local Compliance Department. All violations of the Code will be reported to the Vanguard CCO. The Compliance Department (as authorized by the CCO) will impose whatever sanctions are considered to be necessary and appropriate under the circumstances and in the best interests of Vanguard Clients. These sanctions, subject to local laws, may include, without limitation, bans on personal trading, disgorgement of trading profits, and personnel action, including termination of employment, where appropriate.

The CCO, in his or her discretion, may waive compliance with any particular provision of this Code if he or she deems it necessary to avoid an unjust result and there is no apparent conflict of interest.

Section 11. Vanguard Expatriates

If you have been seconded from your country of employment (“Home Country”) to an overseas affiliate (“Host Country”), you must follow the following reporting requirements:

All Outside Business Activities preclearance requests must be submitted to the Home Country for approval.

All gifts and entertainment must be submitted to the Host Country for approval.

Where applicable, any application for preapproval of personal account dealing and associated account holdings and trade reporting must be submitted to the Home Country.

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Appendices

Appendix A.

Definitions

Appendix B.

Additional Personal Trading Activities

Appendix C.

Independent Directors and Trustees (U.S. Crew Only)


 

Appendix A. Definitions

The following definitions apply throughout the Code.

American Depository Receipts (ADRs) A receipt that represents a specific number of shares of a foreign-based corporation held by a U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can buy shares of foreign-based companies in the United States instead of in foreign markets.

Automatic Investment Program

A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) Investment accounts, according to a predetermined schedule and allocation. An Automatic Investment Program includes a dividend reinvestment plan.

Bankers’ Acceptance

A money market instrument guaranteed by a bank; it is generally used by nonfinancial firms for international trade.

Beneficial Ownership

The opportunity to directly or indirectly—through any contract, arrangement, understanding, relationship, or otherwise—share at any time in any economic interest or profit derived from an ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the following:

Any Security owned individually by you.

Any Security owned by an Immediate Family Member.

Any Security owned in joint tenancy, as tenants in common, or in other joint ownership arrangements.

Any Security in which an Immediate Family Member has Beneficial Ownership if the Security is held in an account over which you have decision-making authority (e.g., you act as a trustee, executor, or guardian, or you provide Investment advice).

Your interest as a general partner or manager/ member in Securities held by a general or limited partnership or limited liability company.

Your interest as a member of an Investment club or an organization that is formed for the purpose of investing in a pool of monies or Securities.

Your ownership of Securities as a trustee of a trust in which either you or an Immediate Family Member has a vested interest in the principal or income of the trust or your ownership of a vested interest in a trust.

Securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.

Bond

A debt security (“IOU”) issued by a corporation, government, or government agency in exchange for the money the bondholder lends it.

Bribery

The act of making an illegal payment from one party to another, usually in return for a legal or financial favor.

Brokerage Account

Any account where a Crew Member can transact in Securities, including Automatic Investment Programs, employee stock purchase programs, and employee stock option programs.

Certificate of Deposit (CD)

An insured, interest-bearing deposit at a bank that requires the depositor to keep the money invested for a specified period.

Closed-End Fund

A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered during an initial subscription period, similar to an initial public offering. After the subscription period is closed, the shares are traded on an exchange between investors, like a regular stock.

Commercial Paper

A promissory note issued by a large company in need of short-term financing.

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Contract for Difference (CFD)

A contract between two parties, typically described as buyer and seller, stipulating that the seller will pay the difference between the current value of an asset and its value at contract time. (If the difference is negative, then the buyer pays instead of the seller.)

Covered Account

A Brokerage Account or any other type of account that holds, or is capable of holding, Reportable Securities.

Covered Security

Any Security (as defined below), other than (i) Direct Obligations of a Government; (ii) Bankers’ Acceptances, bank Certificates of Deposit, Commercial Paper, and High-Quality Short-Term Debt Instruments, including Repurchase Agreements; (iii) shares issued by Open-End Investment companies (although for European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another fund that is subject to supervision under the law of an EEA state which is an index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; and (v) exchange-traded funds and exchange-traded notes.

Crew Member

All employees, officers, directors, and trustees of Vanguard or a Vanguard fund.

Debenture

An unsecured debt obligation backed only by the general credit of the borrower.

Direct Obligations of a Government

A debt that is backed by the full taxing power of any government. These Securities are generally considered to be of the very highest quality.

Evidence of Indebtedness

Written agreements for enforceable obligations to pay money.

Exchange-Traded Fund (ETF)

An investment with characteristics of both mutual funds and individual stocks. Many ETFs track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded throughout the day. ETFs often have lower expense ratios but must be purchased and sold through a broker, which means you may incur commissions.

Exchange-Traded Note (ETN)

A senior, unsecured, unsubordinated debt Security issued by a financial institution, backed only by the credit of the issuer. ETNs have a maturity date but typically pay no periodic coupon interest and offer no principal protection. At maturity, an ETN investor receives a cash payment linked to the performance of the corresponding index, less fees.

Fund Access Person

Any officer, director, or trustee of Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees, and any Crew Member who, in the course of his or her regular duties, participates in the selection of a Vanguard Fund’s Securities or who works in a Vanguard department or unit that has access to information regarding a Vanguard Fund’s impending purchases or sales of Securities. For Crew Members who are not officers, the Compliance Department designates Fund Access Persons by department number.

Quick Guide: Refer to
the Fund Access Person
Departments document,
which can be accessed
from the Code of Ethics
on CrewNet.

Futures/Futures Contract

A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, a foreign currency, or an index) for an agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract prescribe that settlements are made through cash payments, rather than the delivery of physical goods or Securities; this is called Contract for Difference.

25


 

High-Quality Short-Term Debt Instrument An instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest ratings categories by a nationally recognized statistical rating organization, or an instrument that is unrated but determined by Vanguard to be of comparable quality.

Immediate Family Members Your spouse, domestic partner (an unrelated adult with whom you share your home and contribute to each other’s support), and minor children.

Independent Directors and Trustees

Any director or trustee who is not an “interested person” of a Vanguard fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

Initial Public Offering (IPO)

A corporation’s first offering of common stock to the public.

Investment

A monetary asset purchased with the idea that the asset will provide income in the future or appreciate and be sold at a higher price.

Investment Contract

Any contract, transaction, or scheme whereby a person invests money in a common enterprise and is led to expect profits solely from the efforts of the promoter or third party.

Investment Discretion

The authority an individual may exercise, with respect to investment control or trading discretion, on another person’s account (e.g., executor, trustee, or power of attorney).

Money Market Fund

A mutual fund that seeks income, liquidity, and a stable share price by investing in very short-term investments. Money market funds are suitable for the cash reserves portion of a portfolio or for holding funds you’ll need soon.

Non-Access Person

Any Crew Member who is not a Fund Access Person or Vanguard Advisers, Inc. (VAI) Access Person.

Note

A financial security that generally has a longer term than a bill, but a shorter term than a bond. However, the duration of a note can vary significantly and may not always fall neatly into this categorization. Notes are similar to bonds in that they are sold at, above, or below face (par) value; make regular interest payments; and have a specified term until maturity.

Open-End Fund

A mutual fund that has an unlimited number of shares available for purchase.

Option

The right, but not the obligation, to buy (for a call Option) or sell (for a put Option) a specific amount of a given stock, commodity, currency, index, or debt, at a specified price (the strike price) during a specified period or on one particular date.

Private Placement

The sale of securities to a relatively small number of select investors (as opposed to a public issue, in which Securities are made available for sale on the open market) in order to raise capital. Investors involved in private placements are usually large banks, mutual funds, insurance companies, and pension funds.

Private Securities Transaction

An Investment in an enterprise or unregistered security that is not typically held in a traditional Brokerage Account. They are personal Securities outside of Vanguard, which includes interests in limited partnerships, Private Placements, or restricted stock.

26


 

Real Estate Investment Trust (REIT)

A publicly traded company that invests in real estate and distributes almost all of its taxable income to shareholders. REITs often specialize in a particular kind of property. They can, for example, invest in real estate such as office buildings, shopping centers, or hotels; purchase real estate (an equity REIT); and provide loans to building developers (a mortgage REIT). REITs offer the opportunity for smaller investors to invest in real estate.

Related Security

Any Security or instrument that provides economic exposure to the same company or entity—provided, however, that equity instruments will not be considered related to fixed income instruments (other than convertible Bonds) and vice-versa. For example, all of the following instruments would be related to the common Stock of Company X: Options, Futures, Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company X would be related to one another.

Reportable Securities

Any Covered Security (as defined above), ETFs, and ETNs.

Repurchase Agreement

An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the asset at a specific price and, typically, on a given date.

Rights

A Security giving stockholders entitlement to purchase new shares issued by the corporation at a predetermined price (normally at a discount to the current market price) in proportion to the number of shares already owned. Rights are issued only for a short period of time, after which they expire.

Security

Any Stock, Bond, money market instrument, Note, evidence of indebtedness, debenture, Warrant, Option, Investment Contract, ETF, ETN, or any other Investment or interest commonly known as a Security.

Short-Selling

The sale of a Security that the investor does not own to take advantage of an anticipated decline in the price of the security. To sell short, the investor must borrow the security from a broker to make delivery to the buyer.

Spread-Betting

A way of trading that enables you to profit from the movement of a wide range of markets from shares to currencies, commodities and interest rates. It allows you to trade on whether the price quoted for these financial instruments will go up or down.

Stock

A Security that represents part ownership, or equity, in a corporation. Each share of stock is a proportional stake in the corporation’s assets and profits, some of which could be paid out as dividends.

Unit Investment Trust (UIT)

An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of income-producing Securities and then sells shares in the trust to investors, usually in units of at least $1,000.

Vanguard

The Vanguard Group, Inc. (VGI) and any of its affiliates including, but not limited to, Vanguard Global Advisor’s Inc., Vanguard National Trust Company, Vanguard Advisor’s Inc., Vanguard Investments Australia Ltd, Vanguard Investments Hong Kong Ltd, Vanguard Investments Japan, Ltd, Vanguard Investments Singapore, Ltd, Vanguard Asset Services, Ltd, Vanguard Asset Management, Ltd (and any branch office thereof), Vanguard Investments, UK Ltd, Vanguard Investments Switzerland GmbH, Vanguard Group (Ireland) Limited, and Vanguard Investments Canada Inc.

27


 

Vanguard Advisers, Inc. (VAI) Access Person Any VAI officer, as well as any Crew Member who is involved in making Securities recommendations to VAI clients, or has significant levels of interaction or dealings with VAI clients for the purposes of providing VAI services to clients. For VAI Crew Members who are not officers, the Compliance Department designates access persons by department numbers.

Quick Guide: Refer to
the VAI Access Person
Departments document,
which can be accessed
from the Code of Ethics
on CrewNet.

Vanguard Clients

The clients of VGI, or any of its affiliates, and investors in the Vanguard Funds, including the Vanguard Funds themselves.

Vanguard Expat

A Crew Member employed by a Vanguard entity in a country other than the one in which he or she is working. For example, Vanguard sends you from your job in the Pennsylvania office to work for an extended period in its London office; once you are in London, you would be considered an expatriate or “expat.”

Vanguard Funds

The mutual funds, ETFs, and any other accounts sponsored or managed by Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts.

Vanguard Officers

Those Vanguard Crew Members at a Principal-level position or higher.

Warrant

An entitlement to purchase a certain amount of common stock at a set price (usually higher than the current price) during an extended period of time. Usually issued with a fixed-income security to enhance its marketability, a warrant can be transferred, traded, or exercised by the holder.

28


 

Appendix B. Additional Personal Trading Activities

B.1      Australia
B.1(a)      What are the Vanguard Fund reporting

requirements for Crew Members in Australia?

Crew Members and their Immediate Family Members in Australia will be required to disclose their Vanguard Fund accounts in My CrewNet/ My Compliance but are not required to report transactions in Vanguard Funds to the local Compliance Department. For monitoring purposes, the local Compliance Department will access their records via the transfer agency system maintained at VIA, as required.

Note: Trades in Vanguard ETFs are required to be reported, as these records are not held by VIA.

B.2      Japan
B.2(a)      What are the additional trading

restrictions for Crew Members in Japan?

Crew Members are prohibited from activities including, but not limited to, placing an order with other association members (i.e., Investment firms), for the sale, purchase, or other transaction in Securities, without obtaining prior written consent from their local Compliance Department; and engaging in margin transactions, Securities-related derivatives transactions, and specified OTC derivatives transactions on their own account.

B.3      U.S. VAI Access Persons
B.3(a)      What are the additional trading

restrictions for U.S. Crew Members that are VAI Access Persons?

You are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

Prohibition on Private Placements. You are prohibited from acquiring Securities in a Private Placement without prior approval from your

local Compliance Department. In the event you receive approval to purchase Securities in a Private Placement, you must disclose that Investment if you play any part in a Vanguard Client’s later consideration of an Investment in the issuer.

Prohibition on IPOs. You are prohibited from acquiring Securities in an IPO.

Prohibition on Short-Selling. You are prohibited from selling any Security that you do not own or otherwise engaging in “Short-Selling” activities.

Prohibition on short-term trading. You are prohibited from purchasing and then selling any Covered Security at a profit, as well as selling and then repurchasing the Covered Security at a lower price within 60 calendar days. A last-in-first-out accounting methodology will be applied to a series of Securities purchases when applying this holding rule. If you realize profits on such short-term trades, you must relinquish the profits to The Vanguard Group Foundation (exclusive of commissions).

Prohibition on short-term trading on options.

You may hold options on a Covered Security until you exercise the options or the options expire. However, you may not otherwise close any open positions within 60 calendar days. If you realize profits on such short-term trades, you must relinquish such profits to The Vanguard Group Foundation (exclusive of commissions). For example, you would not be permitted to sell a Covered Security at $12 that you purchased within the prior 60 days for $10. Similarly, you would not be permitted to purchase a Covered Security at $10 that you had sold within the prior 60 days for $12.

B.4 Non-U.S. Crew Members that have Discretionary Management Arrangements

B.4(a) Do I need to report discretionary Investment management arrangements if I am a non-U.S. Crew Member that is a Fund Access Person?

If you, your spouse, or domestic partner have an arrangement in place with a third party to manage Securities on a discretionary basis,

29


 

you must provide a copy of the discretionary management agreement to your local Compliance Department in advance of any transactions subject to the agreement. In addition, a Discretionary Management Approval Form must be submitted online via the Code of Ethics System, which is accessible through CrewNet.

Web Resource – Complete the Discretionary Management Approval Form during account setup in My CrewNet/My Compliance.

If your local Compliance Department deems that the arrangement does not allow any prior communication or instruction in connection with the transaction between you or your Immediate Family Member and the portfolio manager of the account, the arrangement will be approved. You and your Immediate Family Members will not need to obtain preclearance of trades or report transactions or holdings that are subject to such an arrangement. However, you will be required to provide holdings and transaction reports to your local Compliance Department. If your local Compliance Department does not approve the arrangement, then the general requirements of the Code will apply.

Appendix C: Independent Directors and Trustees (U.S. Crew Only)

Independent Directors and Trustees of the Vanguard Funds are required to report Securities transactions to the Compliance Department only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Director/Trustee had knowledge (or should have had knowledge) of the transaction.

Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:

Sections

Standards of Conduct (excludes the

Section 2

reporting requirements for conflicts of interest)

Section 5 Section 6

Section 7

Anti-Bribery Policy Duty of Confidentiality

Personal Securities Activities 7.1(a) and 7.3 (first bullet)

 

30


 

Do the right thing


 


© 2017 The Vanguard Group, Inc.

All rights reserved.

BBBBLVCN 112017


WELLINGTON MANAGEMENT

Code of Ethics


PERSONAL INVESTING

GIFTS AND ENTERTAINMENT

OUTSIDE ACTIVITIES

CLIENT CONFIDENTIALITY

30 April 2017


WELLINGTON MANAGEMENT

Code of Ethics

A MESSAGE FROM OUR CEO

Our business is built on a foundation of trust the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.

Each and every one of us has a role to play in sustaining our clients trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone s attention your manager, the Legal and Compliance team, or any of my direct reports. But don t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients trust.

Sincerely,

Brendan J. Swords
President and Chief Executive Officer

The reputation of a thousand years may be determined by the conduct of one hour.

  • Ancient proverb

WELLINGTON MANAGEMENT        
Code of Ethics        
 
 
 
Contents        
 
Standards of conduct       2
   
   
Who is subject to the Code of Ethics?       2
   
   
Personal investing       3
   
   
Which types of investments and related activities        
are prohibited?       3
   
   
Which investment accounts must be reported?   4    
What are the reporting responsibilities for all personnel?   5    
What are the preclearance responsibilities for all personnel?       6
   
   
What are the additional requirements for investment professionals?   7    
Gifts and entertainment   9    
Outside activities       10
   
   
Client confidentiality       10
   
   
How we enforce our Code of Ethics       10
   
   
Exceptions from the Code of Ethics       11
   
   
Closing       11
   
   

 

Before You Get Started: Accessing the Code of Ethics System

The Code of Ethics System is accessible through the Intranet under Applications or direct access: https://fs1.wellmanage.com/adfs/ls/IdpInitiatedSignOn.aspx?loginToRp=ptaconnect.com

1


WELLINGTON MANAGEMENT

Code of Ethics

STANDARDS OF CONDUCT

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

1)      We act as fiduciaries to our clients. Each of us must put our clients interests above our own and must not take advantage of our management of clients assets for our own benefit. Our firm s policies and procedures implement these principles with respect to our conduct of the firm s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.
 
2)      We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.
 

WHO IS SUBJECT TO THE CODE OF ETHICS?

Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co- ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm s prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330) .

PERSONAL INVESTING

2


WELLINGTON MANAGEMENT

Code of Ethics

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

WHICH TYPES OF INVESTMENTS AND RELATED ACTIVITIES ARE PROHIBITED?

Our Code of Ethics prohibits the following personal investments and investment-related activities:

  • Purchasing or selling the following:
     
     
  • Initial public offerings (IPOs) of any securities
     
     
  • Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
     
     
  • Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
     
     
  • Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
     
     
  • Securities that are the subject of a firmwide restriction
     
     
  • Single-stock futures
     
     
  • Options with an expiration date that is within 60 calendar days of the transaction date
     
     
  • Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades
     
     
  • Securities of any securities market or exchange on which the firm trades on behalf of clients
     
  • Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares
     
     
  • of the issuer
     
  • Taking a profit from any trading activity within a 60 calendar day window (see box for more detail)
     
  • Using a derivative instrument to circumvent a restriction in the Code of Ethics
     

    Short-Term Trading

    You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code s preclearance requirements.

    3


    WELLINGTON MANAGEMENT

    Code of Ethics

    WHICH INVESTMENT ACCOUNTS MUST BE REPORTED?

    You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household.

    AND that holds or is capable of holding any of the following covered investments:

    • Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)
    • Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
    • Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management
    • Shares of exchange-traded funds (ETFs)
    • Shares of closed-end funds
    • Options on securities
    • Securities futures
    • Interest in private placement securities (other than Wellington Management Sponsored Products)
    • Shares of funds managed by Wellington Management (other than money market funds)

    Please see Appendix A for a detailed summary of reporting requirements by security type.

    Web Resource: Wellington-Managed Fund List

    An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.

    For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

    Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.

    Still Not Sure? Contact Us

    If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

    Accounts Not Requiring Reporting

    You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

    • Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee

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    · Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

    Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

    Managed Account Exemptions

    An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

    Web Resource: Managed Account Letter

    To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.

    Designated Brokers For U.S. Reportable Accounts

    U.S-based reportable accounts must be held at one or more of the brokers on the Designated Brokers List. This requirement does not apply to managed accounts that are exempt from certain provisions of the Code of Ethics, employee stock purchase and stock option plans and other accounts (including pension, retirement and compensation accounts) required to be held at a specific broker.

    New employees must transfer all reportable accounts to a Designated Broker within 45 days from the start of their employment.

    Web Resource: Designated Brokers List

    The Designated Brokers List is available on the Intranet and the Code of Ethics System under Documents.

    WHAT ARE THE REPORTING RESPONSIBILITIES FOR ALL PERSONNEL?

    Initial and Annual Holdings Reports

    You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

    For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

    For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

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    At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

    Non-volitional transactions include:

    • Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions
    • Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)

    Quarterly Transactions Reports

    You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the report, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

    Web Resource: How to File Reports on the Code of Ethics System

    Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System s homepage for more details.

    Duplicate Statements and Trade Confirmations

    For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 11.

    WHAT ARE THE PRECLEARANCE RESPONSIBILITIES FOR ALL PERSONNEL?

    Preclearance of Publicly Traded Securities

    You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A . Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

    Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet.

    If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

    If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.

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    Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

    Web Resource: How to File a Preclearance Request

    Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.

    Caution on Short Sales, Margin Transactions, and Options

    You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

    Preclearance of Private Placement Securities

    You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval.

    Approval may be granted after a review of the facts and circumstances, including whether:

    • an investment in the securities is likely to result in future conflicts with client accounts (e. g. , upon a future public offering), and
    • you are being offered the opportunity due to your employment at or association with Wellington Management.

    If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

    To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

    Web Resource: Private Placement Approval Form

    To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.

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    WHAT ARE THE ADDITIONAL REQUIREMENTS FOR INVESTMENT PROFESSIONALS?

    If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients interests first whenever you transact in securities that are also held in client accounts you manage.

    The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

    • Investment Professional Blackout Periods You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.

    If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.

    • Short Sales by an Investment Professional An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.

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    GIFTS AND ENTERTAINMENT

    Our guiding principle of client, firm, self also governs the receipt of gifts and entertainment from clients, consultants, broker/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

    Accepting Gifts You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

    Accepting Business Meals Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.

    Accepting Entertainment Opportunities The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:

    1)      A representative of the hosting organization must be present;
     
    2)      The primary purpose of the event must be to discuss business or to build a business relationship;
     
    3)      You must receive prior approval from your business manager;
     
    4)      If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the
     
     
  • opportunity; and
     
    5)      For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment
     
     
  • if:
     
     
  • the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e. g. , a major sporting event),
     
     
  • you wish to accept more than one ticket, or
     
     
  • the host has invited numerous Wellington Management representatives.
     

    Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

    Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present .

    Lodging and Air Travel You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management s travel manager.

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    Soliciting Gifts, Entertainment Opportunities, or Contributions In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

    Sourcing Entertainment Opportunities You may not request tickets to entertainment events from the firm s Trading department or any other Wellington Management department or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

    OUTSIDE ACTIVITIES

    While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients interests. As a result, all significant outside business or charitable activities (e. g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

    CLIENT CONFIDENTIALITY

    Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

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    HOW WE ENFORCE OUR CODE OF ETHICS

    Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

    It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

    Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

    • a warning
    • referral to your business manager and/or senior management
    • reversal of a trade or the return of a gift
    • disgorgement of profits or of the value of a gift
    • a limitation or restriction on personal investing
    • termination of employment
    • referral to civil or criminal authorities

    If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.

    EXCEPTIONS FROM THE CODE OF ETHICS

    The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

    CLOSING

    As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember client, firm, self is our most fundamental guiding principle.

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    APPENDIX A PART 1

    No Preclearance or Reporting Required:

    • Open-end investment funds not managed by Wellington Management1
    • Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
    • Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom
    • Cash
    • Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents 2
    • Bankers acceptances, CDs, commercial paper
    • Wellington Trust Company Pools
    • Wellington Sponsored Hedge Funds
    • Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives
    • Options, forwards, and futures on commodities and foreign exchange, and associated derivatives
    • Transactions in approved managed accounts

    Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):

    • Open-end investment funds managed by Wellington Management 1 (other than money market funds)
    • Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management
    • Futures and options on securities indices
    • ETFs listed in Appendix A Part 2 and derivatives on these securities
    • Gifts of securities to you or a reportable account
    • Gifts of securities from you or a reportable account
    • Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc. )

    Preclearance and Reporting of Securities Transactions Required:

    • Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers acceptances, CDs, commercial paper, and high-quality, short- term debt instruments)
    • Stock (common and preferred) or other equity securities, including any security convertible into equity securities
    • Closed-end funds
    • ETFs not listed in Appendix A Part 2
    • American Depositary Receipts
    • Options on securities (but not their non-volitional exercise or expiration)
    • Warrants
    • Rights
    • Unit investment trusts

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    Prohibited Investments and Activities:

    • Initial public offerings (IPOs) of any securities
    • Single-stock futures 2
    • Options expiring within 60 days of purchase
    • Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
    • Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
    • Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
    • Securities on the firmwide restricted list
    • Profiting from any short-term (i. e. , within 60 days) trading activity
    • Securities of broker/dealers or their affiliates with which the firm conducts business
    • Securities of any securities market or exchange on which the firm trades
    • Using a derivative instrument to circumvent the requirements of the Code of Ethics
    • Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer

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    APPENDIX A PART 2

    ETFS APPROVED FOR PERSONAL TRADING WITHOUT PRECLEARANCE (BUT REQUIRING REPORTING) All regional/country exchange share listings of ETFs listed are also approved

    This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

    Ticker   Name
    United States: Equity    
    AAXJ   iShares MSCI All COUNTRY ASIA
    ACWI   iShares MSCI ACWI Index Fund
    BRF   Market Vectors Brazil Small-CA
    DIA   DIAMONDS Trust SERIES I
    DVY   iShares DJ Select Dividend
    ECH   iShares MSCI Chile Investable
    EEB   Claymore/BNY BRIC ETF
    EEM   iShares MSCI EMERGING MKT IN
    EFA   iShares MSCI EAFE INDEX FUND
    EFG   iShares MSCI EAFE GROWTH INX
    EFV   iShares MSCI EAFE VALUE INX
    EPI   Wisdomtree India Earnings Fund
    EPP   iShares MSCI PACIFIC EX JPN
    EWA   iShares MSCI AUSTRALIA INDEX
    EWC   iShares MSCI CANADA
    EWG   iShares MSCI GERMANY INDEX
    EWH   iShares MSCI HONG KONG INDEX
    EWJ   iShares MSCI JAPAN INDEX FD
    EWM   iShares MSCI MALAYSIA
    EWS   iShares MSCI SINGAPORE
    EWT   iShares MSCI TAIWAN INDEX FD
    EWU   iShares MSCI UNITED KINGDOM
    EWY   iShares MSCI SOUTH KOREA IND
    EZU   iShares MSCI EMU
    FXI   iShares FTSE/XINHUA CHINA 25
    GDX   Market Vectors Gold Miners
    GDXJ   Market Vectors Gold Miners Min
    IBB   iShares NASDAQ BIOTECH INDX
    ICF   iShares COHEN & STEERS RLTY
    IEV   iShares S&P EUROPE 350

     

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    IGE   iShares GOLDMAN SACHS NAT RE
    IJH   iShares S&P Midcap 400
    IJJ   iShares S&P Midcap 400/VALUE
    IJK   iShares S&P Midcap 400/GRWTH
    IJR   iShares S&P SmallCap 600
    IJS   iShares S&P SmallCap 600/VAL
    IJT   iShares S&P SmallCap 600/GRO
    ILF   iShares S&P Latin Amer 40 IDX
    INP   iPath MSCI India Index ETN
    IOO   iShares S&P GLOBAL 100
    IVE   iShares S&P 500 VALUE INDEX
    IVV   iShares S&P 500 INDEX FUND
    IVW   iShares S&P 500 GROWTH INDEX
    IWB   iShares Russell 1000 INDEX
    IWD   iShares Russell 1000 VALUE
    IWF   iShares Russell 1000 GROWTH
    IWM   iShares Russell 2000
    IWN   iShares Russell 2000 VALUE
    IWO   iShares Russell 2000 GROWTH
    IWP   iShares Russell Midcap GRWTH
    IWR   iShares Russell Midcap INDEX
    IWS   iShares Russell Midcap VALUE
    IWV   iShares Russell 3000 INDEX
    IXC   iShares S&P GLBL ENERGY SECT
    IYR   iShares DJ US REAL ESTATE
    IYW   iShares DJ US TECHNOLOGY SEC
    MDY   Midcap SPDR Trust SERIES 1
    MOO   Market Vectors AGRIBUSINESS
    OEF   iShares S&P 100 INDEX FUND
    PBW   PowerShares WILDERHILL CLEAN ENERGY
    PFF   iShares S&P PREF STK INDX FN
    PGX   Powershares Preferred Portfolio
    PHO   PowerSharesGLOBAL WATER
    QID   ProShares UltraShort QQQ
    QLD   ProShares Ultra QQQ
    QQQ   PowerShares QQQ
    RSP   Rydex S&P EQUAL WEIGHT ETF
    RSX   Market Vectors RUSSIA ETF
    RWM   ProShares Short Russell 2000

     

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    RWR   DJ Wilshire REIT ETF
    RWX   SPDR DJ WILS INTL RE
    SCZ   iShares MSCI EAFE Small Cap In
    SDS   ProShares UltraShort S&P500
    SDY   SPDR Divident ETF
    SH   ProShares Short S&P500
    SKF   ProShares UltraShort FINANCIALS
    SPY   SPDR Trust SERIES 1
    SRS   UltraShort REAL ESTATE ProShares
    SSO   ProShares Ultra S&P500
    TWM   UltraShort Russell2000 ProShares
    UWM   ProShares Ultra Russell2000
    UYG   ProShares Ultra FINANCIALS
    VB   Vanguard SMALL-CAP ETF
    VBK   Vanguard SMALL-CAP GRWTH ETF
    VBR   Vanguard SMALL-CAP VALUE ETF
    VEA   Vanguard EUROPE PACIFIC ETF
    VEU   Vanguard FTSE ALL-WORLD EX-U
    VGK   Vanguard EUROPEAN ETF
    VIG   Vanguard DIVIDEND APPREC ETF
    VNQ   Vanguard REIT ETF
    VO   Vanguard MID-CAP ETF
    VPL   Vanguard PACIFIC ETF
    VTI   Vanguard TOTAL STOCK MKT ETF
    VTV   Vanguard VALUE ETF
    VUG   Vanguard GROWTH ETF
    VV   Vanguard LARGE-CAP ETF
    VWO   Vanguard EMERGING MARKET ETF
    VXX   iPath S&P 500 VIX
    XLB   MATERIALS Select SECTOR SPDR
    XLE   ENERGY Select SECTOR SPDR
    XLF   FINANCIAL Select SECTOR SPDR
    XLI   INDUSTRIAL Select SECT SPDR
    XLK   TECHNOLOGY Select SECT SPDR
    XLP   CONSUMER STAPLES SPDR
    XLU   UTILITIES Select SECTOR SPDR
    XLV   HEALTH CARE Select SECTOR
    XLY   CONSUMER DISCRETIONARY Select SPDR
    XME   SPDR S&P Metals & Mining ETF

     

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    XOP   S&P Oil & Gas Expland Prod
     
    United States: Fixed Income    
    AGG   iShares Lehman AGG BOND FUND
    BIV   Vanguard Intermediate-Term Bon
    BSV   Vanguard Total Bond Market
    BOND   PIMCO Total Return Bond ETF
    BSV   Vanguard Short-Term Bond ETF
    BWX   SPDR barclays Int Trea Bnd ETF
    BZF   Wisdomtree Brazilian Real Fund
    CYB   Wisdomtree Dreyfus China Yuan Fund
    ELD   Wisdomtree Emerging Markets Bond ETF
    EMB   JPM Emerging Markets Bond ETF
    HYG   iShares IBOXX H/Y CORP BOND
    IEF   iShares Lehman 7-10YR TREAS
    IEI   iShares Lehman 3-7 YEAR TREASURY
    JNK   SPDR Barclays Capital High Yield Bond ETF
    LQD   iShares GS$ INVESTOP CORP BD
    MBB   iShares MBS Bond Fund
    MUB   iShares S&P National Municipal Bond Fund
    PCY   Powershares EM MAR SOV DE PT
    PST   ProShares UltraShort Lehman 7-10 Year Treasury
    SHY   iShares Lehman 1-3YR TRS BD
    TBF   ProShares Short 20+ Treasury
    TBT   UltraShort Lehman 20+ Year Treasury ProShares
    TIP   iShares Lehman TRES INF PR S
    TLT   iShares Lehman 20+ YR TREAS
    VCSH   Vanguard Short-Term Corporate
    United States: Commodity Trusts and ETNs
    AMJ   JPMorgan Alerian MLP Index ETN
    CORN   Corn ETF
    COW   iPath DJ-AIG Livestock TR Sub-Index
    DBA   Powershares DB Agriculture Fund
    DBB   Powershares DB Base Metals Fund
    DBC   Powershares DB Commodity Index
    DBE   Powershares DB Energy Fund
    DBO   Powershares DB Oil Fund
    DBP   Powershares DB Precious Metals Fund
    DGZ   Powershares DB Gold Short ETN

     

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    DJP   iPath Dow Jones - AIG Commodity
    DNO   Unicted States Short Oil Fund L
    GAZ   iPath DJ-AIG Natural Gas TR Sub-Index
    GLD   StreetTRACKS Gold Fund
    GLL   UltraShort Gold
    GSG   iShares S&P GSCI Commodity Index
    JJA   iPath DJ-AIG Agriculture TR Sub-Index
    JJC   iPath DJ-AIG Copper TR Sub-Index
    JJE   iPath DJ-AIG Energy TR Sub-Index
    JJG   iPath DJ-AIG Grains TR Sub-Index
    JJM   iPath DJ-AIG Industrial Metals TR Sub-Index
    JJN   iPath DJ-AIG Nickel TR Sub-Index
    JJS   iPath DJ-AIG Softs TR Sub-Index
    JJU   iPath DJ-AIG Aluminum TR Sub-Index
    SGG   iPath DJ-UBS Sugar Subindex TR
    SLV   iShares Silver Trust
    UCO   Ultra DJ-AIG Crude Oil
    UGA   United States Gasoline Fund
    UGL   Ultra Gold
    UHN   United States Heating Oil Fund
    UNG   United States Natural Gas Fund
    USO   United States Oil Fund
    ZSL   UltraShort Silver
    United States: Currency Trusts    
    DBV   Powershares DB G10 Currency Harvest Fund
    EUO   UltraShort Euro
    FXA   Australian Dollar
    FXB   British Pound
    FXC   Canadian Dollar
    FXE   Euro
    FXF   Swiss Franc
    FXM   Mexican Peso
    FXS   Swedish Krona
    FXY   Japanese Yen
    UDN   Powershares DB US Dollar Bearish Fund
    UUP   Powershares DB US Dollar Bullish Fund
    YCS   UltraShort Yen
    Australia: Equity    
    STW. AX   S&P/ASX 200 Index

     

    18


    WELLINGTON MANAGEMENT    
     
    Code of Ethics    
     
     
     
    England: Equity    
    EUN LN   iShares DJ STOXX 50
    IEEM LN   iShares MSCI EMERGING MKTS
    FXC LN   iShares FTSE/XINHUA CHINA 25
    IJPN LN   iShares MSCI JAPAN FUND
    ISF LN   iShares PLC-ISHARES FTSE 100
    IUSA LN   iShares S&P 500 INDEX FUND
    IWRD LN   iShares MSCI WORLD
    England: Fixed Income    
    IEBC LN   iShares Barclays Capital Euro
    Hong Kong: Equity    
    2800 HK   TRACKER FUND OF HONG KONG
    2823 HK   iShares A50 CHINA TRACKER
    2827 HK   WISE - CSI 300 CHINA TRACKER
    2828 HK   HANG SENG H-SHARE IDX ETF
    2833 HK   HANG SENG INDEX ETF
     
    Japan: Equity    
    1305 JP   DAIWA ETF = TOPIX
    1306 JP   NOMURA ETF - TOPIX
    1308 JP   NIKKO ETF - TOPIX
    1320 JP   DAIWA ETF NIKKEI 225
    1321 JP   NOMURA ETF NIKKEI 225
    1330 JP   NIKKO ETF 225

     

    This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee.

    19



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