Form 485BPOS VANGUARD INDEX FUNDS

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 8, 2021 

FILE NO. 333-248857 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

FORM N-14 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

VANGUARD INDEX 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
(Name and Address of Agent for Service) 

The title of securities being registered is Vanguard Value Index Fund Admiral Shares. 

No filing fee is due in reliance on Section 24(f) under the Investment Company Act of 1940. 

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933. 

Explanatory Note 

The purpose of this filing is to file as an exhibit the opinion of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization of Vanguard U.S. Value Fund, a series of Vanguard Malvern Funds, with and into Vanguard Value Index Fund, a series of Vanguard Index Funds, as required by Item 16(12) of Form N-14. Parts A and B of this Registration Statement are incorporated by reference to the Combined Proxy Statement/Prospectus and Statement of Additional Information, which were filed on EDGAR on September 17, 2020 (File No. 333-248857). 

 

PART C 

VANGUARD INDEX FUNDS 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORM N-14 

OTHER INFORMATION

ITEM 15. 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 By-Laws 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 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 Act and is therefore unenforceable. 

ITEM 16. EXHIBITS. 

(1) Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 145 dated March 29, 2016, to the Registrant’s Registration Statement on Form N1-A (File No. 002-56846), are hereby incorporated by reference. 

(2) By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 166 dated April 25, 2018, to the Registrant’s Registration Statement on Form N1-A (File No. 002-56846), are hereby incorporated by reference. 

(3) Voting Trust Agreement, not applicable. 

(4) Form of Agreement and Plan of Reorganization by and between Vanguard Malvern Funds, on behalf of the U.S. Value Fund, and Vanguard Index Funds, on behalf of the Value Index Fund, included in Part A to Registrant’s Registration Statement on Form N-14 dated September 17, 2020 (File No. 333-248857), is hereby incorporated by reference. 

(5) 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 (1) above. 

(6) Investment Advisory Contracts, The Vanguard Group, Inc., provides investment advisory services to the Value Index Fund pursuant to the Fifth Amended and Restated Funds’ Service Agreement, refer to Exhibit (13) below. 

(7) Underwriting Contracts, not applicable. 

(8) Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in the Registrant’s Statement of Additional Information, is hereby incorporated by reference. 

 

(9) Custodian Agreements, for The Bank of New York Mellon, filed with Post-Effective Amendment No. 168 dated April 26, 2019, to the Registrant’s Registration Statement on Form N1-A (File No. 002-56846), is hereby incorporated by reference. 

(10) (a) Rule 12b-1 Plan, not applicable. 

(b)  Rule 18f-3 Plan, filed with Post-Effective Amendment No. 170 dated April 28, 2020, to the Registrant’s Registration Statement on Form N1-A (File No. 002-56846), is hereby incorporated by reference. 

(11) Legality of Securities Opinion, filed with Registrant’s Registration Statement on Form N-14 dated September 17, 2020 (File No. 333-248857), is hereby incorporated by reference. 

(13) Other Material Contracts, Form of Authorized Participant Agreement, filed with Post-Effective Amendment No. 120, dated September 7, 2010, to the Registrant’s Registration Statement on Form N1-A (File No. 002-56846), is hereby incorporated by reference; Fifth Amended and Restated Funds’ Service Agreement, filed with Post-Effective Amendment No. 170 dated April 28, 2020, to the Registrant’s Registration Statement on Form N1-A (File No. 002-56846), is hereby incorporated by reference. 

(14) Other Opinion or Consent, not applicable. 

(15) Omitted Financial Statements, not applicable. 

(16) Powers of Attorney, for all trustees and officers, filed with Registrant’s Registration Statement on Form N-14 dated September 17, 2020 (File No. 333-248857), is hereby incorporated by reference. 

(17) Other Exhibits, not applicable. 

ITEM 17. UNDERTAKINGS 

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. 

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. 

(3) The undersigned Registrant undertakes to file, by post-effective amendment, the final opinion of counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion. 

  

  

 

 

 

SIGNATURES 

As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 8^th day of February, 2021. 

VANGUARD INDEX FUNDS
 

By: /s/ Mortimer J. Buckley*

Mortimer J. Buckley
Chairman, President, and Chief Executive Officer 

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. 

  

*By     /s/ Anne E. Robinson      

Anne E. Robinson, pursuant to a Power of Attorney filed on September 17, 2020 (see File No. 333-248857), incorporated by reference.

 

 

 

EXHIBIT INDEX 

  

  

New York, NY 10036-6797 

+1 212 698 3500 Main 

+1 212 698 3599 Fax 

 www.dechert.com  

  

  

  

  

  

  

  

  

  

  

February 5, 2021 

  

Board of Trustees Vanguard Malvern Funds Vanguard U.S. Value Fund 100 Vanguard Boulevard 

Malvern, PA 19355 

  

Board of Trustees Vanguard Index Funds 

Vanguard Value Index Fund 100 Vanguard Boulevard 

Malvern, PA 19355 

  

  

Dear Ladies and Gentlemen: 

  

You have requested our opinion regarding certain federal income tax consequences to Vanguard U.S. Value Fund (the “Acquired Fund”), a separate series of Vanguard Malvern Funds, a Delaware statutory trust (the “Acquired Fund Trust”), and to Vanguard Value Index Fund (the “Acquiring Fund”), a separate series of Vanguard Index Funds, a Delaware statutory trust (the “Acquiring Fund Trust”), and to the holders of shares of beneficial interest in Acquired Fund (the “Acquired Fund Shareholders”), in connection with the transfer of substantially all of the assets, as described in 

paragraph 1.2 of the Agreement and Plan of Reorganization (the “Plan”) dated as of February 5, 2021, executed by Acquired Fund Trust on behalf of Acquired Fund and by Acquiring Fund Trust on behalf of Acquiring Fund, of the Acquired Fund to Acquiring Fund in exchange solely for shares of beneficial interest of Acquiring Fund (the “Acquiring Fund Shares”) and the assumption of Acquired Fund’s liabilities as described in paragraph 1.3 of the Plan by Acquiring Fund, followed by the distribution of the Acquiring Fund 

  

Vanguard U.S. Value Fund – Vanguard Value Index Fund 

February 5, 2021 

  

  

  

  

Shares received by Acquired Fund in complete liquidation and termination of Acquired Fund (the “Reorganization”), all pursuant to the Plan. 

  

For purposes of this opinion, we have examined and relied upon (1) the Plan, (2) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Acquiring Fund Trust on behalf of Acquiring Fund, (3) the facts and representations contained in the letter dated on or about the date hereof addressed to us from Acquired Fund Trust on behalf of Acquired Fund, and (4) such other documents and instruments as we have deemed necessary or appropriate for purposes of rendering this opinion. 

  

This opinion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), United States Treasury regulations, judicial decisions, and administrative rulings and pronouncements of the Internal Revenue Service, all as in effect on the date hereof. This opinion is conditioned upon the Reorganization taking place in the manner described in the Plan. 

  

Based upon the foregoing, it is our opinion that for federal income tax purposes, with respect to Acquired Fund and Acquiring Fund: 

  

  

  

Vanguard U.S. Value Fund – Vanguard Value Index Fund 

February 5, 2021 

  

  

  

  

  

  

  

  

  

  

  

Vanguard U.S. Value Fund – Vanguard Value Index Fund 

February 5, 2021 

  

  

  

  

include the holding period during which the Acquired Fund Shareholder held Acquired Fund Shares surrendered in exchange therefor, provided that the Acquired Fund Shareholder held such shares as a capital asset on the date of the Reorganization. 

  

  

We express no opinion as to the federal income tax consequences of the Reorganization except as expressly set forth above, or as to any transaction except those consummated in accordance with the Plan. 

Without limiting the foregoing, we express no opinion as to the federal income tax consequences of the Reorganization to Acquired Fund with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code. 

  

  

Very truly yours, 

/s/Dechert LLP 

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