Form 485BPOS VANGUARD NEW YORK TAX-FR

March 29, 2019 6:12 AM EDT

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form N-1A
 
REGISTRATION STATEMENT (NO. 33-02908) UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 56
and
 
REGISTRATION STATEMENT ( NO. 811-04570) UNDER THE INVESTMENT COMPANY
ACT OF 1940
Amendment No. 58
 
 
VANGUARD NEW YORK
TAX-FREE 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 March 29, 2019, 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 New York Tax-Exempt Funds
Prospectus
 
March 29, 2019
 
Investor Shares & Admiral™ Shares
Vanguard New York Municipal Money Market Fund Investor Shares (VYFXX)
Vanguard New York Long-Term Tax-Exempt Fund Investor Shares (VNYTX)
Vanguard New York Long-Term Tax-Exempt Fund Admiral Shares (VNYUX)
 
 
 
 
See the inside front cover for important information about access to your fund’s
annual and semiannual shareholder reports.
This prospectus contains financial data for the Funds through the fiscal year ended November 30, 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.

 


 

Important information about access to shareholder reports

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of your fund’s annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.

If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this report or by logging on to vanguard.com.

You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this report or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.

Contents

Vanguard Fund Summaries   Investing With Vanguard 36
New York Municipal Money Market Fund 1 Purchasing Shares 36
New York Long-Term Tax-Exempt Fund 6 Converting Shares 40
Investing in Tax-Exempt Funds 12 Redeeming Shares 41
Investing in Money Market Funds 14 Exchanging Shares 45
More on the Funds 16 Frequent-Trading Limitations 46
The Funds and Vanguard 27 Other Rules You Should Know 48
Investment Advisor 27 Fund and Account Updates 52
Dividends, Capital Gains, and Taxes 29 Contacting Vanguard 54
Share Price 31 Additional Information 55
Financial Highlights 33 Glossary of Investment Terms 57

 


 

Vanguard New York Municipal Money Market Fund

Investment Objective

The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes while maintaining a stable net asset value of $1 per share. The Fund is intended for New York residents only.

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
Account Service Fee (for certain fund account balances below $10,000) $20/year
 
Annual Fund Operating Expenses  
(Expenses that you pay each year as a percentage of the value of your investment)  
 
Management Fees 0.14%
12b-1 Distribution Fee None
Other Expenses 0.02%
Total Annual Fund Operating Expenses 0.16%

 

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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 were to 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
$16 $52 $90 $205

 

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its assets in a variety of high-quality, short-term New York municipal securities whose income is exempt from federal and New York state taxes. To be considered high quality, a security must be determined by Vanguard to present minimal credit risk based in part on a consideration of maturity, portfolio diversification, portfolio liquidity, and credit quality. The Fund invests in securities with effective maturities of 397 days or less, maintains a dollar-weighted average maturity of 60 days or less, and maintains a dollar-weighted average life of 120 days or less.

Principal Risks

The Fund is designed for investors with a low tolerance for risk; however, the Fund is subject to the following risks, which could affect the Fund’s performance:

State-specific risk, which is the chance that developments in New York, such as tax, legislative, or political changes, will adversely affect the securities held by the Fund or that are available for investment by the Fund. Because the Fund invests primarily in securities issued by New York and its municipalities, it is more vulnerable to the credit risk and unfavorable developments in New York than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall New York municipal market.

Credit risk, which is the chance that the issuer of a security 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 security to decline. Credit risk should be very low for the Fund because it invests primarily in securities that are considered to be of high quality.

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Income risk, which is the chance that the Fund’s income will decline because of falling interest rates. Because the Fund’s income is based on short-term interest rates—which can fluctuate significantly over short periods—income risk is expected to be high.

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.

Nondiversification risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few securities. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

Derivatives risk. The Fund may invest in structured products such as tender option bonds and long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.

You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

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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 has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a comparative benchmark, which has investment characteristics similar to those of the Fund. Returns for the New York Tax-Exempt Money Market Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. 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.

Annual Total Returns — Vanguard New York Municipal Money Market Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 0.38% (quarter ended December 31, 2018), and the lowest return for a quarter was 0.00% (quarter ended March 31, 2013).

Average Annual Total Returns for Periods Ended December 31, 2018

  1 Year 5 Years 10 Years
Vanguard New York Municipal Money Market Fund 1.29% 0.46% 0.28%
New York Tax-Exempt Money Market Funds Average 0.87% 0.25% 0.15%

 

Investment Advisor
The Vanguard Group, Inc. (Vanguard)

Portfolio Manager

John Grimes, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2017.

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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). When your trade is processed depends on the day and time Vanguard receives your request in good order and the manner in which it is submitted. Generally, trades placed after the close of business are processed during the next business day. The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. The Fund is only available for purchase within accounts beneficially owned by natural persons.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal and state income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

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 New York Long-Term Tax-Exempt Fund

Investment Objective

The Fund seeks to provide current income that is exempt from both federal and New York personal income taxes. The Fund is intended for New York residents only.

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 0.15% 0.08%
12b-1 Distribution Fee None None
Other Expenses 0.02% 0.01%
Total Annual Fund Operating Expenses 0.17% 0.09%

 

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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 were to 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 $17 $55 $96 $217
Admiral Shares $9 $29 $51 $115

 

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 18% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests primarily in high-quality municipal bonds issued by New York state and local governments, as well as by regional governmental and public financing authorities. Under normal circumstances, at least 80% of the Fund’s assets will be invested in securities whose income is exempt from federal and New York state taxes. Although the Fund has no limitations on the maturities of individual securities, its dollar-weighted average maturity is expected to be between 10 and 25 years.

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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:

State-specific risk, which is the chance that developments in New York, such as tax, legislative, or political changes, will adversely affect the securities held by the Fund or that are available for investment by the Fund. Because the Fund invests primarily in securities issued by New York and its municipalities, it is more vulnerable to the credit risk and unfavorable developments in New York than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall New York municipal market.

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.

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.

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 is generally high for long-term bond funds.

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 bond funds.

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.

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Nondiversification risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few securities. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.

Tax risk, which is the chance that all or a portion of the tax-exempt income from municipal bonds held by the Fund will be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state or local tax authorities, or noncompliant conduct of a bond issuer.

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 New York Long-Term Tax-Exempt Fund Investor Shares


During the periods shown in the bar chart, the highest return for a calendar quarter was 7.19% (quarter ended September 30, 2009), and the lowest return for a quarter was –4.02% (quarter ended December 31, 2010).

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Average Annual Total Returns for Periods Ended December 31, 2018    
1 Year 5 Years 10 Years
Vanguard New York Long-Term Tax-Exempt Fund Investor Shares      
Return Before Taxes 0.51% 4.29% 4.87%
Return After Taxes on Distributions 0.46 4.22 4.83
Return After Taxes on Distributions and Sale of Fund Shares 1.64 4.10 4.65
Vanguard New York Long-Term Tax-Exempt Fund Admiral Shares      
Return Before Taxes 0.59% 4.38% 4.96%
Bloomberg Barclays NY Municipal Bond Index      
(reflects no deduction for fees, expenses, or taxes) 1.04% 3.67% 4.69%

 

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

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has managed the Fund since 2013.

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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 clients, and Vanguard-advised 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.

Tax Information

The Fund’s distributions may be taxable as ordinary income or capital gain. A majority of the income dividends that you receive from the Fund are expected to be exempt from federal and state income taxes. However, a portion of the Fund’s distributions may be subject to federal, state, or local income taxes or the federal alternative minimum tax.

Payments to Financial Intermediaries

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

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Investing in Tax-Exempt Funds

What Are Municipal Bond Funds?

Municipal bond funds invest primarily in interest-bearing securities issued by state and local governments and by other governmental authorities to support their needs or to finance public projects. A municipal bond—like a bond issued by a corporation or the U.S. government—obligates the issuer to pay the bondholder a fixed or variable amount of interest periodically and to repay the principal value of the bond on a specific maturity date. Unlike most other bonds, however, municipal bonds generally pay interest that is exempt from federal income taxes and, in some cases, from state and local taxes. For certain shareholders, the interest may be subject to the alternative minimum tax.

Taxable Versus Tax-Exempt Funds

Tax-exempt funds provide income that is exempt from federal taxes and, in the case of state tax-exempt funds, from state taxes as well. The Funds described in this prospectus are not for everyone; they are intended only for residents of the State of New York and are best suited for income-oriented investors in a high tax bracket. Yields on tax-exempt bonds are typically lower than those on taxable bonds, so investing in a tax-exempt fund makes sense only if you stand to save more in taxes than you would earn as additional income while invested in a taxable fund.

To determine whether a state tax-exempt fund—such as one of the Vanguard New York Tax-Exempt Funds—makes sense for you, compute the tax-exempt fund’s taxable-equivalent yield. This figure enables you to take taxes into account when comparing your potential return on a tax-exempt fund with the potential return on a taxable fund.

To compute the taxable-equivalent yield:

• Figure out your combined tax bracket by adding up your state and federal marginal tax brackets. For example, if you are in a 8.82% state tax bracket and a 37.0% federal tax bracket and subject to a 3.8% Medicare tax on investment income, your combined tax bracket would be 49.62% (8.82% + 37.0% + 3.8%).

• Then, divide the tax-exempt fund’s yield by the difference between 100% and your combined tax bracket. Continuing with this example and assuming that you are considering a tax-exempt fund with a 4% yield, your taxable-equivalent yield would be 7.94% [4% divided by (100% – 49.62%)].

In this example, you would choose the state tax-exempt fund if its taxable-equivalent yield of 7.94% were greater than the yield of a similar, though taxable, investment.

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Remember that we have used assumed tax rates and brackets in the previous example. Actual taxable-equivalent yields depend on your individual tax situation. Make sure to verify your actual effective income and other applicable tax brackets—federal, state, and local (if any)—before calculating taxable-equivalent yields of your own.

Also consider the impact of any recent changes to federal, state, or local tax law on this calculation. Under recent federal tax legislation, beginning in 2018, the standard deduction is doubled to $24,000 for married individuals filing jointly ($12,000 for individual filers) and an individual’s itemized deduction for state and local property and income taxes is limited to $10,000 ($5,000 for married individuals filing separately) in the aggregate. The above taxable-equivalent yield calculation assumes an investor does not itemize his or her deductions, including state taxes, on his or her federal return.

There is no guarantee that all of a tax-exempt fund’s income from its municipal bonds will remain exempt from federal, state, or local income taxes. Income from municipal bonds held by a fund could be declared taxable, possibly with retroactive effect, because of unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service (IRS) or state or local tax authorities, or noncompliant conduct of a bond issuer.

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Investing in Money Market Funds

What is Money Market Reform?

In July 2014, the Securities and Exchange Commission (SEC) implemented a number of regulatory changes designed to enhance the stability and resilience of all money market funds. The reforms have created three categories of money market funds:

Retail money market funds, which may maintain a stable net asset value (NAV) but are subject to liquidity fees and redemption gates.

Government money market funds, which may maintain a stable NAV but are not required to implement liquidity fees and redemption gates.

Institutional money market funds, which are required to have a floating NAV and are subject to liquidity fees and redemption gates.

The board of trustees of Vanguard New York Municipal Money Market Fund (the Board), in accordance with the best interest of the shareholders, approved a number of changes in response to the SEC’s 2014 amendments to the rules governing money market funds. These changes—including the Board’s ability to implement liquidity fees and redemption gates if Vanguard New York Municipal Money Market Fund’s weekly liquid assets fall below established thresholds—are now in effect. As part of these changes, information regarding the Fund’s weekly liquid assets for the prior six months (by day, as of the close of business) is available on the Fund’s Portfolio page at vanguard.com.

How Does This Affect Vanguard Money Market Funds?

The money market fund reforms impact money market funds differently depending on the types of investors permitted to invest in a fund and the types of securities in which a fund may invest.

Vanguard New York Municipal Money Market Fund

Vanguard has designated Vanguard New York Municipal Money Market Fund as a retail money market fund.

Retail money market funds are defined as prime or municipal money market funds that have policies and procedures reasonably designed to limit all beneficial owners of such money market funds to natural persons. Retail money market funds are permitted to continue to maintain a stable NAV through the use of amortized cost accounting. If a retail money market fund’s weekly liquid assets fall below a certain threshold, the retail money market fund is subject to fees and gates.

There are two types of liquidity fees: discretionary liquidity fees and default liquidity fees. Liquidity fees are designed to transfer the costs of liquidating securities from shareholders who remain in the Fund to those who leave the Fund during periods when liquidity is limited.

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Discretionary liquidity fee. The Fund may impose a liquidity fee of up to 2% on all redemptions in the event that the Fund’s weekly liquid assets fall below 30% of its total assets if the Board determines that it is in the best interest of the Fund. Subject to practical limitations necessary to implement the fee, the discretionary liquidity fee may be implemented the same day that the Board determines to impose a fee. Once the Fund has restored its weekly liquid assets to 30% of total assets, any liquidity fee must be suspended.

Default liquidity fee. The Fund is required to impose a liquidity fee of 1% on all redemptions in the event that the Fund’s weekly liquid assets fall below 10% of its total assets unless the Fund’s Board determines that (1) the fee is not in the best interest of the Fund or (2) a lesser/higher fee (up to 2%) is in the best interest of the Fund. A default liquidity fee is required to be implemented the business day after the Board determines to impose a fee.

In addition to, or in lieu of, the liquidity fee, the Fund is permitted to implement temporarily a redemption gate (i.e., suspend redemptions) if the Fund’s weekly liquid assets fall below 30% of its total assets. The gate could remain in effect for no longer than 10 days in any 90-day period. Once the Fund has restored its weekly liquid assets to 30% of total assets, the gate must be lifted.

Once the Fund imposes a redemption gate, then unprocessed orders to redeem or exchange will be canceled and the Fund will not accept redemption or exchange orders until the gate is no longer in effect. If you still wish to redeem or exchange once the gate is lifted, you will need to submit a new redemption or exchange request to the Fund or your financial intermediary.

The Board also may determine that it would not be in the interests of the Fund to continue operating if the Fund’s weekly liquid assets fall below 10% of its total assets. In the event that the Board approves liquidation of the Fund under these circumstances, the Fund may permanently suspend redemptions and liquidate.

Notices regarding liquidity fees or redemption gates will be filed with the SEC on Form N-CR. In addition, announcements will also be made in supplements to the Fund’s prospectus and on the Fund’s website.

The Fund is subject to money market fund reform regulatory risk, which is the chance that 2014 SEC reforms will affect the Fund’s investment strategy, fees and expenses, portfolio, share liquidity, and return potential as a result of the implemented rules.

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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 principles 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

Vanguard New York Long-Term Tax-Exempt 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 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.

Market Exposure

The Funds invest primarily in New York state and local municipal bonds that provide tax-exempt income. As a result, they are subject to certain risks.

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Each Fund is subject to state-specific risk, which is the chance that developments in New York, such as tax, legislative, or political changes, will adversely affect the securities held by the Fund or that are available for investment by the Fund. Because the Fund invests primarily in securities issued by New York and its municipalities, it is more vulnerable to the credit risk and unfavorable developments in New York than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on the overall New York municipal market.


Each Fund is subject to credit risk, which is the chance that the issuer of a security 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 security to decline. Credit risk should be very low for the New York Municipal Money Market Fund because it invests primarily in securities that are considered to be of high quality.

The New York Municipal Money Market Fund invests primarily in high-quality, short-term New York municipal securities. The New York Long-Term Tax-Exempt Fund tries to minimize credit risk by investing mostly in high-quality securities and by continuously monitoring the credit quality of its holdings.

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 perceived chance 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 New York Long-Term Tax-Exempt 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 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.

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.

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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 value of a noncallable bond (i.e., a bond that cannot be redeemed by the issuer) with a face value of $1,000.

How Interest Rate Changes Affect the Value of a $1,000 Bond    
  After a 1% After a 1% After a 2% After a 2%
Coupon/Average Maturity Increase Decrease Increase Decrease
4%/15 years $895 $1,120 $804 $1,258

 

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.

 

Plain Talk About Weighted Average Maturity and Weighted Average Life
 
A money market fund will maintain a dollar-weighted average maturity (WAM) of 60
days or less and a dollar-weighted average life (WAL) of 120 days or less. For
purposes of calculating a fund’s WAM, the maturity of certain longer-term
adjustable-rate securities held in the portfolio will generally be the period remaining
until the next interest rate adjustment. When calculating its WAL, the maturity for
these adjustable-rate securities will generally be the final maturity date—the date
on which principal is expected to be returned in full. Maintaining a WAL of 120 days
or less limits a fund’s ability to invest in longer-term adjustable-rate securities,
which are generally more sensitive to changes in interest rates, particularly in
volatile markets.

 

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 instruments in lower-yielding instruments. 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 another problem for bond fund investors—bond calls.


The New York Long-Term Tax-Exempt 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 is generally negligible for money market securities and high for long-term bond funds. The greater the call risk, the greater the chance for a decline in income and the potential for taxable capital gains. Longer-term bonds, like those held by the New York Long-Term Tax-Exempt Fund, generally have call protection, which is assurance to investors that a bond will not be called for a certain length of time.

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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 New York Long-Term Tax-Exempt 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 high for long-term bond funds.

Security Selection

Each Fund invests primarily in municipal securities issued by New York state or local governments, as well as by regional governmental and public financing authorities. Each Fund may also invest in municipal securities issued by certain U.S. territories. As a matter of fundamental policy, each Fund will normally invest at least 80% of its assets in securities whose income is exempt from federal and New York state taxes. The New York Municipal Money Market Fund may count securities that generate income subject to the alternative minimum tax toward the 80% investment requirement.

Vanguard, advisor to the Funds, uses a hub-and-satellite approach to managing the New York Long-Term Tax-Exempt Fund. 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. For the New York Municipal Money Market Fund, Vanguard selects high-quality money market instruments.


The New York Long-Term Tax-Exempt 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.

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Municipal securities are traded via a network among dealers and brokers that connect buyers with sellers. Liquidity in the tax-exempt bond market may be reduced as a result of 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.

Up to 20% of each Fund’s assets may be invested in securities that are subject to the alternative minimum tax.

Plain Talk About Alternative Minimum Tax
 
Certain tax-exempt bonds whose proceeds are used to fund private, for-profit
organizations may be considered “tax-preference items” for purposes of the
alternative minimum tax (AMT)—a special tax system designed to ensure that
individuals pay at least a certain level of federal taxes. Although AMT bond
income is exempt from federal income tax, taxpayers may have to pay AMT on
the income from bonds considered “tax-preference items.”

 

Under normal circumstances, the New York Municipal Money Market Fund invests at least 80% of its assets in a variety of high-quality, short-term New York municipal securities. The Fund seeks to provide a stable net asset value of $1 per share by investing in securities with effective maturities of 397 days or less, by maintaining a dollar-weighted average maturity of 60 days or less, and by maintaining a dollar-weighted average life of 120 days or less. An investment in a money market fund is neither insured nor guaranteed by the U.S. government, and there can be no assurance that the Fund will be able to maintain a stable net asset value of $1 per share.

Under certain circumstances, the exposure to a single issuer could cause the New York Municipal Money Market Fund to fail to maintain a share price of $1.

In normal market conditions, the New York Long-Term Tax-Exempt Fund invests at least 80% of its assets in investment-grade (or high-quality) municipal securities, as determined by a nationally recognized statistical rating organization (NRSRO) or determined to be of comparable quality by the advisor, emphasizing well-diversified, highly-rated municipal bonds. Under normal conditions and subject to state economic conditions, no more than 20% of the Fund’s assets may be invested in municipal securities that are non-investment-grade, as determined by an NRSRO or determined to be of comparable quality by the advisor. The Fund may continue to hold bonds that have been downgraded, even if they would no longer be eligible for purchase by the Fund.

21


 

The New York Long-Term Tax-Exempt Fund has no limitations as to the maturities of the securities in which it invests. However, the Fund is expected to maintain a dollar-weighted average maturity between 10 and 25 years.

As tax-advantaged investments, the Funds are vulnerable to federal and New York state tax law changes (for instance, the IRS could rule that the income from certain types of state-issued bonds would no longer be considered tax-exempt).


Each Fund is subject to nondiversification risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few securities. Each Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.

Even though the Funds are nondiversified, they try to minimize credit risk by purchasing a wide selection of New York municipal securities. As a result, there is less chance that a Fund will be hurt significantly by a particular bond issuer’s failure to pay either principal or interest.


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 high-quality municipal securities, each Fund may make other kinds of investments to achieve its objective. Some of these investments may generate taxable income, and thus the Fund may need to distribute income subject to federal or New York personal income tax or the alternative minimum tax.

Each Fund may purchase tax-exempt securities on a “when-issued” basis. When investing in “when-issued” securities, the Fund agrees to buy the securities at a certain price on a certain date, even if the market price of the securities at the time of delivery is higher or lower than the agreed-upon purchase price.


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.

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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, or a reference rate. The New York Long-Term Tax-Exempt 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.

The New York Municipal Money Market Fund may invest in derivatives that, in the advisor’s opinion, are consistent with the Fund’s objective of maintaining a stable $1 share price and producing current tax-exempt income. The Fund intends to use derivatives to increase diversification while maintaining its quality standards. There are many types of derivatives, including those in which the tax-exempt interest rate is determined by reference to an index or swap agreement or by some other formula.

In addition, each Fund may invest in tender option bond programs, a type of municipal bond derivative that allows the purchaser to receive a variable rate of tax-exempt income from a trust entity that holds long-term municipal bonds. Each Fund may also invest in long-term municipal bonds combined with a demand feature (i.e., variable rate demand notes or VRDNs), which represents the right to sell the instrument back to the remarketer or liquidity provider, usually a bank, for repurchase on short notice, normally one day or seven days. Derivatives are subject to certain structural risks that, in unexpected circumstances, could cause the Fund’s shareholders to lose money or receive taxable income.

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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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a 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 CMT Fund. Investment in a CMT Fund may generate taxable income for a Fund and potentially may require the Fund to distribute income subject to federal or New York personal income tax or the alternative minimum tax.

Methods Used to Meet Redemption Requests

Under normal circumstances, each Fund typically expects to meet redemptions with positive cash flows. When this is not an option, 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—for instance, by allocating substantial assets to cash equivalent investments, U.S. Treasury securities, other investment companies (including exchange-traded funds), or short-term municipal securities issued outside of New York—in response to adverse or unusual market, economic, political, or other conditions. Such conditions could include a temporary decline in the availability of New York municipal obligations. By temporarily departing from its normal investment policies, the Fund may distribute income subject to federal or New York state personal income tax or the alternative minimum tax and may otherwise fail to achieve its investment objective.

Plain Talk About Cash Equivalent Investments
 
For mutual funds that hold cash equivalent investments, “cash” does not mean
literally that the fund holds a stack of currency. Rather, cash refers to short-term,
interest-bearing securities that can easily and quickly be converted to currency.
Most mutual funds keep at least a small percentage of assets in cash to
accommodate shareholder redemptions. While some funds strive to keep cash
levels at a minimum and to always remain fully invested in bonds, other bond
funds allow investment advisors to hold up to 20% or more of a fund’s assets in
cash equivalent investments.

 

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

25


 

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 New York Long-Term Tax-Exempt 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 this Fund. (Turnover rates are not meaningful for money market funds because their holdings are so short-term.) 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 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 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 are owned by third parties—either public or private
stockholders—and not by the funds they serve.

 

Investment Advisor

The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of November 30, 2018, Vanguard served as advisor for approximately $4.1 trillion in assets. Vanguard provides investment advisory services to the Funds pursuant to the Funds’ Service Agreement and subject to the supervision and oversight of the trustees and officers of the Funds.

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For the fiscal year ended November 30, 2018, the advisory expenses represented an effective annual rate of each Fund’s average net assets as follows: for the New York Municipal Money Market Fund, 0.03%; for the New York Long-Term Tax-Exempt Fund, 0.01%.

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 a Fund’s 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 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 advisors that are wholly owned subsidiaries of Vanguard. If the exemption is 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 report to shareholders covering the fiscal period ended May 31.

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

Adam M. Ferguson, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, and has managed the New York Long-Term Tax-Exempt Fund since 2013. Education: B.S., Wilmington University; M.B.A., Drexel University.

John Grimes, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998; has worked in investment management since 2008; and has managed investment portfolios, including the New York Municipal Money Market Fund, since 2017. Education: B.A., Marquette University; M.B.A., Saint Joseph’s University.

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

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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. 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.

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. The
portion of such dividends that is exempt from federal income tax will be
designated as “exempt-interest dividends.” 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

A majority of the income dividends you receive from the Funds are expected to be exempt from federal and New York state income taxes. In addition, you should be aware of the following basic federal income tax points about tax-exempt mutual funds:

• Distributions of capital gains and any investment income that is not exempt from federal income tax 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 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 Funds‘ normal investment activities and cash flows.

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• Exempt-interest dividends from a tax-exempt fund are taken into account in determining the taxable portion of any Social Security or railroad retirement benefits that you receive.

• Income paid from tax-exempt bonds whose proceeds are used to fund private, for-profit organizations may be subject to the federal alternative minimum tax.

• 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.

• If you redeem or exchange shares when the New York Municipal Money Market Fund has imposed a liquidity fee, then the amount you receive for your redemption will be reduced by the amount of the liquidity fee and will generally cause you to recognize a loss for tax purposes equal to the amount of that fee. If the New York Municipal Money Market Fund has imposed a liquidity fee, it is possible that the Fund may need to distribute to its remaining shareholders all or a portion of the amount of the fee collected. This distribution may be taxable to you as ordinary income or may constitute a non-taxable return of capital.

• 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 (except exempt-interest dividends) 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.

Income dividends from interest earned on municipal securities of a state or its political subdivisions are generally exempt from that state’s income taxes. Almost all states, however, tax interest earned on municipal securities of other states.

This prospectus provides general tax information only. Please consult your tax advisor for detailed information about any tax consequences for you.

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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. The backup withholding rules may also apply to distributions that are designated as exempt-interest dividends.

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 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 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 (other than for the money market fund) 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. The NAV per share for the money market 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 NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares.

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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 instruments held by a Vanguard retail or government money market fund are valued on the basis of amortized cost. 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.

Although the stable share price is not guaranteed, the NAV of Vanguard retail and government money market funds is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.

Vanguard fund share prices are published daily; share prices, along with money market fund yields, are available 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 report—along with each Fund’s financial statements—is included in the Funds‘ 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.

New York Municipal Money Market Fund          
      Year Ended November 30,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00
Investment Operations          
Net Investment Income .0121 .0071 .003 .0001 .0001
Net Realized and Unrealized Gain (Loss)          
on Investments
Total from Investment Operations .012 .007 .003 .0001 .0001
Distributions          
Dividends from Net Investment Income (.012) (.007) (.003) (.0001) (.0001)
Distributions from Realized Capital Gains
Total Distributions (.012) (.007) (.003) (.0001) (.0001)
Net Asset Value, End of Period $1.00 $1.00 $1.00 $1.00 $1.00
Total Return2 1.24% 0.67% 0.26% 0.01% 0.01%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $3,214 $2,424 $2,059 $2,190 $2,292
Ratio of Total Expenses to Average Net Assets 0.16% 0.16% 0.13%3 0.06%3 0.07%3
Ratio of Net Investment Income to          
Average Net Assets 1.24% 0.67% 0.25% 0.01% 0.01%
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 The ratio of total expenses to average net assets before an expense reduction was 0.16% for 2016, 0.16% for 2015, and
0.16% for 2014. Vanguard and the board of trustees have agreed to temporarily limit certain net operating expenses in
excess of the Fund’s daily yield in order to maintain a zero or positive yield for the Fund. The Fund is not obligated to repay
this amount to Vanguard.          

 

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New York Long-Term Tax-Exempt Fund Investor Shares        
      Year Ended November 30,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $11.71 $11.49 $11.84 $11.77 $11.11
Investment Operations          
Net Investment Income .3691 .3721 .384 .390 .404
Net Realized and Unrealized Gain (Loss)          
on Investments (.314) .282 (.343) .070 .660
Total from Investment Operations .055 .654 .041 .460 1.064
Distributions          
Dividends from Net Investment Income (.369) (.372) (.380) (.390) (.404)
Distributions from Realized Capital Gains (.056) (.062) (.011)
Total Distributions (.425) (.434) (.391) (.390) (.404)
Net Asset Value, End of Period $11.34 $11.71 $11.49 $11.84 $11.77
Total Return2 0.48% 5.76% 0.24% 3.97% 9.71%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $425 $464 $460 $423 $417
Ratio of Total Expenses to Average Net Assets 0.17% 0.19% 0.19% 0.20% 0.20%
Ratio of Net Investment Income to          
Average Net Assets 3.21% 3.18% 3.18% 3.26% 3.57%
Portfolio Turnover Rate 18% 16% 18% 17% 27%
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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New York Long-Term Tax-Exempt Fund Admiral Shares        
      Year Ended November 30,
For a Share Outstanding Throughout Each Period 2018 2017 2016 2015 2014
Net Asset Value, Beginning of Period $11.71 $11.49 $11.84 $11.77 $11.11
Investment Operations          
Net Investment Income .3781 .3841 .396 .400 .413
Net Realized and Unrealized Gain (Loss)          
on Investments (.314) .282 (.343) .070 .660
Total from Investment Operations .064 .666 .053 .470 1.073
Distributions          
Dividends from Net Investment Income (.378) (.384) (.392) (.400) (.413)
Distributions from Realized Capital Gains (.056) (.062) (.011)
Total Distributions (.434) (.446) (.403) (.400) (.413)
Net Asset Value, End of Period $11.34 $11.71 $11.49 $11.84 $11.77
Total Return2 0.56% 5.87% 0.34% 4.06% 9.80%
Ratios/Supplemental Data          
Net Assets, End of Period (Millions) $3,956 $3,929 $3,527 $3,547 $3,187
Ratio of Total Expenses to Average Net Assets 0.09% 0.09% 0.09% 0.12% 0.12%
Ratio of Net Investment Income to          
Average Net Assets 3.29% 3.28% 3.28% 3.34% 3.65%
Portfolio Turnover Rate 18% 16% 18% 17% 27%
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 in a brokerage account 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. 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. For Vanguard New York Municipal Money Market Fund, financial intermediaries and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor 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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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 clients, and Vanguard-advised 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) or with a deposit slip (available online). 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 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 with a deposit slip 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.

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 with an exchange form. 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 NAV as calculated on the trade date. NAVs are calculated only on days that the 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

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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.

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, be drawn on a U.S. bank, and be accompanied by good order instructions. 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 clients, and Vanguard-advised 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 clients, and Vanguard-advised 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 form (available online) 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 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

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online, complete a 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 in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. 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.

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• 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 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.”

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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.

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 (using a form available online) at

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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. In connection with a determination by the board of trustees, in accordance with Rule 22e-3 under the Investment Company Act of 1940, a money market fund may suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of the fund. In addition, in accordance with Rule 2a-7 under the Investment Company Act of 1940, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market fund‘s weekly liquid assets fall below established thresholds.

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.

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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 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.)

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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 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

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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.

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.

48


 

• 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 be provided on a Vanguard form and include:

Signature(s) 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.*

*For Vanguard New York Municipal Money Market Fund, documentation may be required to confirm that the beneficial owner is a natural person.

Good order requirements may 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

49


 

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, subject to potential federal or state withholding taxes.

Unusual Circumstances

If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form 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. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary. Your financial intermediary will be responsible for taking reasonable actions to assist the retail or institutional money market fund to impose, lift, or modify liquidity fees or redemption gates.

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.

50


 

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

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.

51


 

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.

52


 

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. 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 New York Tax-Exempt Funds twice a year, in January and July. 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 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.

53


 

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)  
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

 

54


 

Vanguard Addresses

Please be sure to use the correct address and the correct form. Use of an incorrect address or form 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 and Intermediaries) The Vanguard Group    
  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
New York Municipal Money Market Fund        
Investor Shares 9/3/1997 VangNY 163 92204H202
New York Long-Term Tax-Exempt Fund        
Investor Shares 4/7/1986 NYLT 76 92204H103
Admiral Shares 5/14/2001 NYLTAdml 576 92204H301

 

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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 NY Municipal 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 New York Long-Term Tax-Exempt Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the New York Long-Term Tax-Exempt Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt Fund or the owners of the New York Long-Term Tax-Exempt Fund.

Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the New York Long-Term Tax-Exempt Fund. Investors acquire the New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt Fund. The New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt 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 New York Long-Term Tax-Exempt 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 NEW YORK LONG-TERM TAX-EXEMPT 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.

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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 NY Municipal Bond Index. An index that includes New York-issued investment-grade tax-exempt bonds with maturities of greater than one year.

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.

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.

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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 Vanguard 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 Funds’ board of trustees and renegotiation with the lender syndicate on an annual basis.

Municipal Bond. A bond issued by a state or local government or by other governmental authorities. Interest income from municipal bonds, and therefore dividend income from municipal bond funds, is generally free from federal income taxes and generally exempt from taxes in the state in which the bonds were issued.

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.

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.

Stable Net Asset Value (NAV). A share price that maintains a consistent value (e.g., $1.00 or $100.00) using special pricing and valuation conventions.

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 New York Tax-Exempt 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 report, 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 report or the SAI, or to request additional information about the Funds or other Vanguard funds, please visit vanguard.com or contact us as follows:

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 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)

Reports and other information about the Funds are 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]v.

Funds’ Investment Company Act file number: 811-04570

© 2019 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
 
P 076 032019

 


PART B

VANGUARD® CALIFORNIA TAX-FREE FUNDS, VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS, VANGUARD NEW JERSEY TAX-FREE FUNDS, VANGUARD NEW YORK TAX-FREE FUNDS, VANGUARD OHIO TAX-FREE FUNDS, VANGUARD PENNSYLVANIA TAX-FREE FUNDS

(Also known as the Vanguard State Tax-Exempt Funds) (Individually, a Trust; Collectively, the Trusts)

STATEMENT OF ADDITIONAL INFORMATION

March 29, 2019

This Statement of Additional Information is not a prospectus but should be read in conjunction with a Fund’s current prospectus (dated March 29, 2019). 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 Trusts   B-1
Fundamental Policies   B-3
Investment Strategies, Risks, and Nonfundamental Policies   B-5
State Risk Factors   B-21
Share Price   B-28
Purchase and Redemption of Shares   B-29
Management of the Funds   B-31
Investment Advisory and Other Services   B-52
Portfolio Transactions   B-54
Vanguard‘s Proxy Voting Guidelines   B-56
Financial Statements   B-61
Description of Municipal Bond Ratings   B-62
 
DESCRIPTION OF THE TRUSTS
 
The Trusts currently offer the following funds and share classes (identified by ticker symbol):    
  Share Classes1
Fund2    
  Investor Admiral
Vanguard California Tax-Free Funds    
Vanguard California Municipal Money Market Fund3 VCTXX
Vanguard California Intermediate-Term Tax-Exempt Fund VCAIX VCADX
Vanguard California Long-Term Tax-Exempt Fund VCITX VCLAX
Vanguard Massachusetts Tax-Exempt Funds    
Vanguard Massachusetts Tax-Exempt Fund VMATX
Vanguard New Jersey Tax-Free Funds    
Vanguard New Jersey Municipal Money Market Fund4 VNJXX
Vanguard New Jersey Long-Term Tax-Exempt Fund VNJTX VNJUX
Vanguard New York Tax-Free Funds    
Vanguard New York Municipal Money Market Fund5 VYFXX
Vanguard New York Long-Term Tax-Exempt Fund VNYTX VNYUX
Vanguard Ohio Tax-Free Funds    
Vanguard Ohio Long-Term Tax-Exempt Fund VOHIX
Vanguard Pennsylvania Tax-Free Funds    
Vanguard Pennsylvania Municipal Money Market Fund6 VPTXX
Vanguard Pennsylvania Long-Term Tax-Exempt Fund VPAIX VPALX
1 Individually, a class; collectively, the classes.    
2 Individually, a Fund; collectively, the Funds.    
3 Prior to October 14, 2016, the Fund was named Vanguard California Tax-Exempt Money Market Fund.    
4 Prior to October 14, 2016, the Fund was named Vanguard New Jersey Tax-Exempt Money Market Fund.    
5 Prior to October 14, 2016, the Fund was named Vanguard New York Tax-Exempt Money Market Fund.    
6 Prior to October 14, 2016, the Fund was named Vanguard Pennsylvania Tax-Exempt Money Market Fund.    

 

B-1


 

Each 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.

Throughout this document, any references to “class” apply only to the extent a Fund issues multiple classes.

Organization

Vanguard California, New Jersey, New York, Ohio, and Pennsylvania Tax-Free Funds were each organized as a Pennsylvania business trust in 1985, 1987, 1985, 1990, and 1986, respectively. Each Trust was reorganized as a Delaware statutory trust in 1998. Vanguard Massachusetts Tax-Exempt Funds was organized as a Delaware statutory trust in 1998. Prior to their reorganizations as Delaware statutory trusts (aside from Vanguard Massachusetts Tax-Exempt Funds, which has always been a Delaware statutory trust), the Trusts were known as Vanguard California Tax-Free Fund, Inc.; Vanguard New Jersey Tax-Free Fund, Inc.; Vanguard New York Tax-Free Fund, Inc.; Vanguard Ohio Tax-Free Fund, Inc.; and Vanguard Pennsylvania Tax-Free Fund, Inc. Each 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 each Trust are classified as nondiversified within the meaning of the 1940 Act.

Service Providers

Custodian. State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, serves as the Funds‘ custodian. The custodian is 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. Each 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

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representing 10% or more of a Fund’s net assets, to change any fundamental policy of a Fund (please see Fundamental 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 (except those of the Massachusetts Tax-Exempt Fund, Ohio Long-Term Tax-Exempt Fund, and each State Municipal Money Market Fund) may convert their shares into another class of shares of the same Fund upon the satisfaction of any then applicable eligibility requirements. There are no conversion rights associated with the Massachusetts Tax-Exempt and Ohio Long-Term Tax-Exempt Funds, nor with each State Municipal Money Market 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, a 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.

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.

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80% Policy. Each Fund will invest at least 80% of its assets in securities exempt from federal taxes and taxes of the state indicated by each Fund’s name, under normal market conditions. In applying these 80% policies, assets include net assets and borrowings for investment purposes. In addition, under normal market conditions, the Massachusetts Tax-Exempt Fund will invest at least 65% of its total assets in the securities of Massachusetts issuers.

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. Each Fund will limit the value of all holdings (other than U.S. government securities, cash, and cash items as defined under subchapter M of the IRC), each of which exceeds 5% of the Fund’s total assets or 10% of the issuer’s outstanding voting securities, to an aggregate of 50% of the Fund’s total assets as of the end of each quarter of the taxable year. Additionally, each Fund (other than Vanguard Massachusetts Tax-Exempt Fund) will limit the aggregate value of holdings of a single issuer (other than U.S. government securities, as defined in the IRC) to a maximum of 25% of the Fund’s total assets as of the end of each quarter of the taxable year.

Industry Concentration. Each Fund (other than the California, New Jersey, New York, and Pennsylvania Municipal Money Market Funds) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.

For the California, New Jersey, New York, and Pennsylvania Municipal Money Market Funds: Each Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry, except that the Fund reserves the right to concentrate its investments in government securities, as defined in the 1940 Act, and certificates of deposit and bankers’ acceptances issued by domestic banks (which may include U.S. branches of non-U.S. banks).

Investment Objective. The investment objective of each Fund may not be materially changed without a shareholder vote.

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 a 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.

Tax-Exempt Investments. For a description of each Fund’s fundamental policy on tax-exempt investments, see the “80% Policy” in Fundamental Policies.

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.

None of these policies prevent 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.

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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.

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 (at the time of borrowing) 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.

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

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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—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—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.

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

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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—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. Such liquidity risk may be heightened for certain types of variable rate securities called “extendible municipal securities,” in which the holder of a security is required to retain the investment for the length of the remarketing period (the time frame in which a remarketing agent seeks a new buyer for the security). Extendible municipal securities typically have extended remarketing periods of up to 13 months after a tender date. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security. Extendible municipal securities that have been “extended” into a longer remarketing period may also be considered illiquid.

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

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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 a fund’s 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. A fund’s advisors, however, will monitor and adjust, as appropriate, the fund’s 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 a 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 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, a 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

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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.”

Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. Each Fund’s obligation under futures contracts will not exceed 20% of its total assets. The reasons for which a Fund may invest in futures include (1) to keep cash on hand to meet shareholder redemptions or other needs while simulating full investment in bonds or (2) to reduce the Fund’s transaction costs or add value when these instruments are favorably priced.

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.

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

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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.

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.

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

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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 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.

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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, a fund’s 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.

Money Market Fund Reform. The money market fund reforms adopted by the SEC in July 2014 became effective on October 14, 2016. The reforms impact money market funds differently depending on the types of investors permitted to invest in a fund, the types of securities in which a fund may invest, and the principal investments of a money market fund. The reforms impose new liquidity-related requirements on money market funds (including the potential implementation of liquidity fees and redemption gates). Other changes required by the reforms relate to diversification, disclosure, and stress testing requirements. The imposition and termination of a liquidity fee or redemption gate and/or the provision of financial support by an affiliated person of a money market fund will be reported by a money market fund to the SEC on Form N-CR. A money market fund’s designation as institutional, retail, or government determines whether the fund is required to have a floating net asset value (NAV) or is permitted to have a stable NAV. These changes may have significant adverse effects upon a money market fund’s investment strategy, fees and expenses, portfolio (including the liquidity of investments), and return potential.

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 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,” 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

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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 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

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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.

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.

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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 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

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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.

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.”

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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, 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 the 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. Because preferred shares of closed-end investment companies are not allocated any operating or advisory expenses, the Vanguard funds will not bear any expenses from investments in certain variable-rate demand-preferred securities issued by closed-end municipal bond funds. 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.

Restricted and Illiquid Securities. For Vanguard California Municipal Money Market Fund, Vanguard New Jersey Municipal Money Market Fund, Vanguard New York Municipal Money Market Fund, and Vanguard Pennsylvania Municipal Money Market Fund, 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. For Vanguard California Intermediate-Term Tax-Exempt Fund, Vanguard California Long-Term Tax-Exempt Fund, Vanguard Massachusetts Tax-Exempt Fund, Vanguard New Jersey Long-Term Tax-Exempt Fund, Vanguard New York Long-Term Tax-Exempt Fund, Vanguard Ohio Long-Term Tax-Exempt Fund, and Vanguard Pennsylvania Long-Term Tax-Exempt Fund, illiquid securities are investments that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market

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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.

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 Exempt-Interest Dividends. If, at the end of each quarter of a fund’s taxable year, at least 50% of the fund’s total asset value consists of securities generating interest that is exempt from federal tax under IRC section 103(a), the fund may pay dividends that pass through to shareholders the tax-exempt character of exempt interest earned by the fund. These dividends generally are not taxable to fund shareholders for U.S. federal income tax purposes, but they may result in liability for the federal alternative minimum 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

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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.

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 operating 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—Sale or Exchange of Money Market Fund Shares by Investors. Following the October 14, 2016, final compliance date of the money market fund reforms adopted by the SEC, Vanguard California Municipal Money Market Fund, Vanguard New Jersey Municipal Money Market Fund, Vanguard New York Municipal Money Market Fund, and Vanguard Pennsylvania Municipal Money Market Fund continue to seek to maintain a stable NAV of $1 per share; however, there can be no guarantee that each Fund will do so. Accordingly, in general, shareholders are not expected to incur taxable gains or losses on the sale or exchange of their shares. However, in the event a Fund’s NAV goes above or below $1, and a shareholder sells or exchanges shares at that price, the shareholder may recognize a gain or loss on the sale or exchange of shares. Also, if a Fund determines to impose a liquidity fee on redemptions of its shares, a shareholder will generally recognize a loss on the sale or exchange of shares equal to the amount of that fee. Assuming a shareholder holds the shares as a capital asset, any gain or loss recognized on a sale or exchange of shares will be treated as capital in nature. Unless a shareholder chooses to adopt the simplified “NAV method” of accounting (described below), any capital gain or loss generally will be treated as short-term if the shareholder held Fund shares for one year or less or long-term if the shareholder held Fund shares for longer. Any loss realized on the sale or exchange of Fund shares that a shareholder held for six months or less may be disallowed to the extent of any distributions treated as “exempt-interest dividends” with respect to those shares. Further, if a shareholder sells or exchanges shares at a loss, the loss will generally be disallowed under the “wash sale” rule of the IRC where other substantially identical shares are purchased (including by dividend reinvestment) within 30 days before or after the sale or exchange.

If the shareholder elects to adopt the NAV method of accounting, rather than compute any gain or loss on every taxable sale or exchange of Fund shares, the shareholder would determine the gain or loss based on the change in the aggregate value of the Fund shares during a computation period (e.g., the shareholder’s taxable year or certain shorter periods), reduced by the net investment (purchases minus taxable sales or exchanges) in those Fund shares during the period. Under the NAV method, if a shareholder holds the shares as a capital asset, any resulting net gain or loss (including any loss arising from the shareholder’s payment of a liquidity fee on redemption of the shares) would be treated as short-

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term capital gain or loss. If a shareholder uses the NAV method, the wash sale rules will generally not apply to disallow a loss incurred for a computation period.

Shareholders are permitted to use different methods of accounting for shares of a single Fund that are held in different accounts or for shares of different money market funds held in the same account.

Please consult your tax advisor for more information concerning these rules.

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.

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.

Tender Option Bond Programs. Tender option bond programs are a type of municipal bond derivative structure, which is taxed as a partnership for federal income tax purposes. These programs provide for tax-exempt income at a variable rate. In such programs, high-quality longer-term municipal bonds are held inside a trust and varying economic interests in the bonds are created and sold to investors. One class of investors earns interest at a rate based on current short-term tax-exempt interest rates and may tender its holdings at par to the program sponsor at agreed-upon intervals. This class is an eligible security for municipal money market fund investments. A second class of investors has a residual income interest (earning any net income produced by the underlying bonds that exceeds the variable income paid to the other class of investors) and bears the risk that the underlying bonds will decline in value because of changes in market interest rates. These holdings will generally underperform the fixed-rate municipal securities market in a rising interest rate environment. The Funds do not invest in this second class of investors. Under the terms of such programs, both investor classes bear the risk of loss that would result from a payment default on the underlying bonds as well as from other potential, yet remote, credit or structural events. If a tender option bond program would fail to qualify as a partnership for federal income tax purposes, any Fund invested in that program could receive taxable ordinary income.

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.

Variable-Rate Demand-Preferred Securities. The Funds may purchase certain variable-rate demand-preferred securities (VRDPs) issued by closed-end municipal bond funds, which, in turn, invest primarily in portfolios of tax-exempt municipal bonds. The Funds may invest in securities issued by single-state or national closed-end municipal bond funds. VRDPs are issued by closed-end funds to leverage returns for common shareholders. Under the 1940 Act, a closed-end fund that issues preferred shares must maintain an asset coverage ratio of at least 200% at all times in order to issue preferred shares. It is anticipated that the interest on the VRDPs will be exempt from federal income tax and, with respect to any such securities issued by single-state municipal bond funds, exempt from the applicable state’s income tax. The VRDPs will pay a variable dividend rate, determined weekly, typically through a remarketing process, and include a demand feature that provides a fund with a contractual right to tender the securities to a liquidity provider. The Funds could lose money if the liquidity provider fails to honor its obligation, becomes insolvent, or files for bankruptcy. The Funds have no right to put the securities back to the closed-end municipal bond funds or demand payment or redemption directly from

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the closed-end municipal bond funds. Further, the VRDPs are not freely transferable, and therefore the Funds may only transfer the securities to another investor in compliance with certain exemptions under the 1933 Act, including Rule 144A.

A fund’s purchase of VRDPs issued by closed-end municipal bond funds is subject to the restrictions set forth under the heading “Other Investment Companies.”

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.”

STATE RISK FACTORS

Following is a brief summary of select state factors affecting each Fund. It does not represent a complete analysis of every material fact affecting each state's debt obligations. Each summary is based on a sampling of offering statements for the debt of each state's issuers, data from independent rating agencies, and/or data reported in other public sources. The Funds have not independently verified this information and will not update it during the year.

In general, the credit quality and credit risk of any issuer's debt depend on the state and local economy, the health of the issuer's finances, the amount of the issuer’s debt, the quality of management, and the strength of legal provisions in debt documents that protect debt holders. Credit risk is usually lower wherever the economy is strong, growing, and diversified; the financial operations are sound; and the debt burden is reasonable.

California Risk Factors

Vanguard California Tax-Free Funds invest primarily in the obligations of the State of California, State agencies, and various local governments in the State. Local government obligations include securities issued by counties, cities, school districts, special districts, agencies, and authorities. There are also bonds from various 501(c)(3) entities in the Funds.

California’s fiscal situation remains steady, and the budget process for fiscal year 2020 (period from July 1, 2019, through June 30, 2020) is underway. The new Governor, Gavin Newsom, continued to preach fiscal conservatism—a hallmark of the previous Governor’s budget ideology. The 2019–2020 Governor’s Budget sets aside $13.6 billion for “budgetary resiliency,” which includes Rainy Day funds, elimination of certain debts, and $3 billion in supplementary contributions to the State Teacher’s Pension (CalSTRS). Governor Newsom has made comments in the past about universal healthcare and other potentially high-cost government programs, but his first budget—despite using funds to expand MediCal and build child care infrastructure—keeps with the theme of limiting ongoing program spending, and rather taking on one-time expenditures that allow for flexibility in future years’ budgets. Another over-arching theme of the State’s finances is the dependence of General Fund revenues on high income taxpayers and, consequently, the exposure to volatile capital gains revenues from real estate and financial markets. The Department of Finance reports that, currently, the top 1% of earners generate nearly half of the State’s personal income tax revenues which, themselves, are approximately 70% of total General Fund revenues. This is of concern.

The final budget will vary from the initial proposal, but in recent years there has not been significant changes. There could be some pushback in certain areas from the Legislature, but some of Newsom’s proposals related to homelessness, early childhood programs, and MediCal have been long been supported by Democrats (who now have a supermajority in both the State Senate and the State Assembly)—the real question is will the Governor’s proposed spending be enough for the increasingly liberal legislature. The State adopted its budget for fiscal year 2019 prior to the beginning of the fiscal year for the seventh year in a row, and despite some of the concerns listed above, we expect that

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the Legislature will adopt the fiscal year 2020 budget on time as well. Of importance, the State’s liquidity variables remain strong; it does not anticipate issuing a cash flow note in fiscal year 2020 (notes have not been issued since fiscal year 2015).

The State budget remains vulnerable to underlying economic conditions, as well as capital market results, because personal income taxes and sales taxes—both highly correlated to economic conditions—are the largest revenue sources. Given the importance of California’s ports and its export-driven agricultural, high-tech, and manufacturing economy, the global economy remains an important variable. Federal policies, including immigration and tariffs (especially on Chinese goods) could affect the State’s economy to a greater extent than the rest of the nation.

According to Moody’s 2018 State Debt Medians, California’s net tax-supported debt of $86.5 billion (net of pension obligations) represented 3.9% of 2016 personal income, compared with a U.S. mean of 2.9%; the California percentage declined over the course of the year at a faster pace than the national figure. Moody’s ranks California as the thirteenth highest in the nation by this measure, the same as the prior year. On a per capita basis, net tax-supported state debt was $2,188 according to Moody’s, the ninth highest in the nation. This figure has now fallen in each of the past seven years. The State took advantage of favorable interest rate conditions to refund bonds over the course of the past several years, lowering its aggregate debt service costs. The $31.7 billion of authorized but unissued bonds that the State Treasurer’s office indicates it has yet to sell as of December 1, 2018, is expected to erode these ratios modestly when they come to market. However, we expect that the near term issuance volumes will be more modest than had been the case in the past.

The PERF (Public Employees’ Retirement Fund), CalPERS’s largest fund, has an estimated funded ratio of 70.1% as of the end of fiscal year 2018. This reflects the lower discount rates that PERS put into place in fiscal year 2016 due to reduced investment earnings expectations. Reducing the rate was reasonable, but it increased the unfunded liability and the current funded status is well below where it should be. Investment returns for fiscal year 2018 exceeded the benchmark so, when they are fully amortized in, it should help the funded ratio marginally. Still, pension funding is a major concern for the State. The latest CalSTRS data as of fiscal year 2017 indicate that it is 63% funded. This is lower than ideal, hampered by the fact that CalSTRS funding is set in State statute, not by actuarial principles as well as earnings assumptions that are lower than in the past. Most of the State’s Other Post-Employment Benefits (OPEB) obligations remain unfunded, with the State paying amounts required when due.

At just under $2.6 trillion in 2017, California’s economy remains the largest among the states, representing approximately 14.3% of total U.S. economic activity, an increase from the previous year. The growth rate from 2016 to 2017 (the latest data available) was 3%, ahead of the 2.2% national rate according to the U.S. Bureau of Economic Analysis, as California continued its long climb back from the depths of the Great Recession, which was deeper there than in the nation as a whole. Unemployment was 4.1% (seasonally adjusted) in California, as of October 2018, compared with the 3.7% national rate according to the Bureau of Labor Statistics. As the largest agricultural producer in the country, California has unemployment levels that are typically higher than those in the nation as a whole, but concentrated away from the coastal population centers. Both figures are lower compared with last year, and the gap continues to narrow between California and the national average. California’s economy closely mirrors that of the United States with slightly less manufacturing concentration compared with the nation and slightly more in the services sector.

California remains a relatively wealthy state. As of 2017, it had a per capita income level of $59,796, representing 115.8% of the national average according to the U.S. Bureau of Economic Analysis. The gap widened notably over the past year. It is ranked sixth among the states by this measure, which is high, and the same ranking the State achieved the previous year. Also, the growth rate from 2016 to 2017 of 4% (the latest data available) exceeded the national growth rate of 3.6%.

California remains the largest state in the nation by population. There were an estimated 39.6 million people living there as of July 2018, the latest official estimate from the Department of Commerce’s Bureau of the Census; this is 12.1% of the national population. The growth rate over the past ten years is the same as the national rate, but the growth rate in the state has slowed significantly in recent years. There is some evidence that the growth is dominated by immigrants and that, among native-born Americans, the State is facing an out-migration at present. The current controversies about immigration could therefore impact future growth rates. Real estate markets have continued to improve over the past year and have positively impacted the State’s finances, as well as those of local governments.

Because of the State’s continued growth, it is facing challenges in infrastructure development and finance. In the transport sector, roads are congested and mass transit is not as developed as in some of the country’s older metropolitan areas. Deferred maintenance on the State’s roads and bridges is estimated at $67 billion. An increase in the gas tax (and increased registration fees) that was implemented in November 2017, was challenged in the November 2018 elections, but was soundly defeated by voters who elected to keep the tax in place. If the tax had been revoked, an estimated

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$5.1 billion per year that is currently earmarked for infrastructure projects would have been eliminated. A high-speed rail system has commenced its initial construction milestones, but it is not fully funded and remains controversial.

Water availability remains an ongoing challenge in California due to continued growth there and in other western states. Drought conditions returned to Northern California in 2018, with the Sierra Nevadas getting around 41 inches of precipitation during the rainy (snowy) season—about 10 inches shy of average. Still, reservoirs are in much better shape than in the early/mid 2010s when the State was in the throes of a historic drought. Drought conditions led to one of the most devastating wildfire seasons in history with $15–$19 billion in property insurance losses expected and almost 100 people killed. A voter-approved proposition from November 2014 authorized $7.1 billion in State General Obligation bonds to finance water delivery, maintenance, and conservation projects. The State is also facing challenges to build new school facilities to educate its growing student population in the areas where population growth is taking place. The voters approved $9 billion in school bonds on the November 2016 ballot, although the Governor has called for a moratorium on new issuance in that sector until certain procedures with respect to spending bond proceeds are clarified and communicated to local school districts. In November 2018, another $7.5 billion in bonds (over three separate ballot initiatives) for Veteran’s Housing, Homelessness, and Children’s Hospitals were approved by voters, but an $8.9 billion water infrastructure bond was voted down.

Local government finances have typically been strengthening, with increased consumer spending and recovering property values leading to increases in most local governments’ primary revenue sources. Also, as the State’s revenue flows continue to meet or outpace expectations, deferrals and spending cuts have dissipated, making local government finances easier to manage. Proposition 98 protects most school district revenues, although most of them still come from the State. Thus, school districts remain exposed to the State’s revenue flow. The fiscal year 2019 budget contemplates increasing school spending in dollar terms and meeting the minimum Proposition 98 guaranty amount.

California is subject to unique natural hazard risks such as earthquakes and forest fires, which can cause localized economic harm. Natural hazards could limit the ability of governments to repay debt. They could also prevent governments from fulfilling obligations on appropriation debt, particularly if the relevant leased asset is destroyed. Cycles of drought, flooding, fires, and mudslides are also concerns insofar as they affect agricultural production, power generation, property values, and drinking water supplies.

Federal policies and an antagonistic relationship with the current administration could lead to some delayed/lower federal payments and/or litigation. The Tax Cuts and Jobs Act of 2017 could result in a detrimental effect on property values, as the cap on mortgage deductions may reduce demand for high-end real estate and properties located in high-cost areas—of which California has many. A reduction in property values would hit many of the locals, as property taxes are usually a primary revenue source. In 2018, this didn’t seem to substantially hinder the housing market, but assessed valuation gains do seem to be slowing compared to the 5-8% gains we have been accustomed to seeing throughout the real estate recovery. The cap on State and Local Taxes (SALT) that the Act introduced could also detrimentally affect migration into/out of the State, as the State’s high income tax rates may push high-earning residents to move to lower-tax states—this will take several years if it manifests at all. The repeal of the individual mandate for health insurance could also cause disruptions in the State’s health care market when it goes into effect in January 2019—the Governor plans to restore the individual mandate at the state level—a step which has already been taken by a few states including New Jersey and Massachusetts.

Massachusetts Risk Factors

Vanguard Massachusetts Tax-Exempt Fund invests primarily in obligations of the Commonwealth of Massachusetts (‘the Commonwealth’) and its local governments, including counties, cities, townships, special districts, agencies, and authorities. The Fund also invests in bonds of various 501(c)(3) entities in Massachusetts.

Massachusetts has high and growing income levels. According to the Bureau of Economic Analysis, the Commonwealth’s per capita personal income of $67,630 in 2017 was 131% of the national average and ranked second in the United States behind Connecticut. The growth rate of the Commonwealth's per capita income between 2016 and 2017 was 3.7% compared with a national growth rate of 3.6%.

The Commonwealth’s population and economy are large and growing. According to the U.S. Census, Massachusetts’ population in July 2018 was $6.9 million, representing over 2% of the U.S. population. The Commonwealth’s population grew 6.2% over the ten year period, slower than the national average of 7.6% during the same period. The Commonwealth's GDP was $490.2 billion in 2017, according to the BEA, representing 2.7% of the U.S. total. The Commonwealth’s GDP grew by 2.6% from 2016 to 2017, compared to the national GDP growth rate of 2.2% over the

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same period. According to the U.S. Bureau of Labor Statistics, the Commonwealth’s unemployment rate stood at 3.5% in October 2018, comparing favorably to the U.S. unemployment rate of 3.7%.

The Commonwealth’s debt levels remain well above average. According to Moody's Investor Service, Massachusetts' net tax-supported debt of $41.7 billion was 9.5% of its personal income versus the national mean of about 2.9%, and 8.5% of the Commonwealth’s GDP. Massachusetts’ state debt per capita of about $6,085 ranks as the second highest in the nation, based on Moody’s 2018 state debt medians report. Debt levels are elevated relative to other states in part because of the Commonwealth’s issuance of debt that is financed at the local level in other states. In addition to this debt, the Commonwealth has significant unfunded liabilities relating to its pension funds. As of the most recent actuarial valuation of January 1, 2018, the combined funded ratio of the state employees' and teachers’ pension systems, both of which are the responsibility of the Commonwealth, was 57%, with an unfunded actuarial liability of over $41.4 billion, up from $39.6 billion in 2017. The unfunded OPEB liability as of June 30, 2018, was over $14.9 billion.

New Jersey Risk Factors

Vanguard New Jersey Tax-Free Funds invest primarily in the obligations of New Jersey state government and various local governments, including counties, cities, townships, boroughs, school districts, special districts, agencies, and authorities. As a result of this investment focus, events in New Jersey are likely to affect the Funds' investment performance.

In 2017, New Jersey ranked third behind Connecticut and Massachusetts in highest state per capita income (at $64,537 and 125% of the national average). New Jersey's state gross domestic product in 2017 was $546.5 billion, an 8% increase from 2016. The annual unemployment rate at October 2018 was 4.1% above the National level of 3.7%.

The State’s debt burden is manageable in relation to the State's wealth and resources, but has increased significantly since 1991 as the State has financed capital outlays previously funded out of current revenues, such as transportation improvements and pension liabilities. Net tax-supported debt per capita is now among the highest in the United States. According to Moody’s, net tax-supported debt of $39 billion was 7% of personal income, the fourth highest in the United States (the mean for 2016 was 2.9%). Voters have previously approved a Constitutional amendment forbidding the issuance by state authorities of appropriation debt, the payment of which does not have a dedicated revenue source unless the debt has been voter approved; this is expected to moderate the amount of debt outstanding over the long term.

In 2016, voters approved raising the gasoline tax by 23 cents per gallon. In 2018 there was an additional 4.3 cent hike based on a funding formula. This additional funding is dedicated for transportation projects including the issuance of bonds. Additionally, the State moved the “Lottery” asset into the pension fund thereby raising the pension fund assets and providing a floor for annual pension contributions. The 2017 election of Governor Phil Murphy resulted in a Democratic trifecta for state government and the fiscal year 2019 budget was passed on time with limited new revenue sources; however, the alignment has not necessarily resulted in political harmony and additional revenue sources and/or expenditure cuts will be necessary to meet the 100% pension contribution goal by 2023. In November 2018, voters approved a $500 million GO issuance which will be used for school security and drinking water upgrades.

Historically, a positive credit factor for local government in New Jersey is the strong state oversight of local government operations. The State can, and has, seized control of mismanaged jurisdictions with the full takeover of Atlantic City being the most recent. In addition, the State guarantees the debt service of many local government bond issues, such as those for school districts.

New Jersey has a number of older urban centers, including Newark and Camden, which present a continuing vulnerability with respect to economic and social problems. Funding for increased pension contributions and other postemployment benefit liabilities could be passed along to local governments if the increased funding becomes untenable for the state.

New York Risk Factors

Vanguard New York Tax-Free Funds invest primarily in the obligations of New York State government, agencies, authorities, and various local governments, including counties, cities, towns, special districts, and authorities. As a result of this investment focus, events in New York are likely to affect the Funds' investment performance. The State's ratings for general obligation bonds remain stable at Aa1 by Moody's and AA+ by S&P and Fitch.

New York State benefits from a strong and diverse economy. New York has the third largest economy in the U.S., as measured by gross domestic product. In 2017, the State’s GDP totaled 7.8%, putting it behind California and Texas. With

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a population of 19.5 million, New York accounts for 6% of the nation’s overall population. In 2017, New York had the third highest state per capita income at $64,540 (125% of the national average). Most recently, the seasonally adjusted unemployment rate was 4% as of October 2018, compared to 4% for the U.S.

The State’s economic growth continues, but at trends slightly below the national average. From 2016 to 2017, the State’s GDP increased by 1.9%, slightly below the national GDP growth rate of 2.2%. More recently, the U.S. Bureau of Economic Analysis reports that the State’s real gross domestic product (Real GDP) increased by 3.1% in the second quarter of 2018. The State’s Division of Budget (DOB) reports that private sector job growth remains healthy, with growth of 1.5% estimated for 2018. For 2019, growth is projected slightly lower at 1.3%, as national and global economic growth moderates.

While the State’s overall economy continues to grow, it should be noted that there are stark differences between the upstate economies and the downstate economy—which is anchored by New York City. Indeed, much of the growth continues to occur in the downstate region. While the State and local governments continue to try to bolster economic development efforts, the upstate region continues to be characterized by cities by population loss, aging manufacturing plants, higher unemployment rates, and lower wealth indicators.

The Tax Cuts and Jobs act of 2017 (TCJA) could have a longer term impact on the State's overall ability to compete with other lower-tax states. One of the provisions included in TCJA is the $10,000 cap on the deductibility of State and Local Taxes (SALT). In New York State, prior to the new tax law, the average SALT deduction was approximately $22,000. As result of the $10,000 cap, residents will face higher federal tax liabilities. The State's Division of Budget estimates that the SALT deduction limit will result in about $14.3 billion in additional federal taxes paid by New York residents in 2018. Longer term, residents in high tax states, such as New York, might be inclined to consider relocating to a lower tax state and residents from lower tax states might be disinclined to relocate to New York.

The State’s financial position remains satisfactory but it is subject to cyclicality due to the high reliance on personal income taxes (64% of General Fund revenues), sales taxes (13% of General Fund revenues), and the overall reliance on the financial services sector. These concerns, however, are partly mitigated by healthy reserves, conservative budgeting practices, and strong revenue and expenditure monitoring controls. Also, the Governor and the Legislature are required to enact a balanced budget each fiscal year and under the current administration, annual growth in spending has been limited to 2% over the prior year. This practice has contributed to the State’s overall satisfactory financial position.

For fiscal year ended March 31, 2018, the State’s General Fund (chief operating fund) posted a relatively large surplus $2.4 billion (4.2% of revenues). The surplus increased the accumulated fund balance to $4.7 billion, or 7% of expenditures. This is a notable improvement over the prior year, which had a General Fund deficit of $2.8 billion and an ending fund balance equal to just 3.6% of expenditures. The surplus in fiscal year 2018 was due to revenues coming in higher by $5.8 billion while expenditures increased by only $2 billion.

The State's fiscal year begins on April 1. The State's fiscal year 2019 budget was balanced and was adopted on time. The All Funds budget totals $168.3 billion in spending for fiscal year 2019. The budget increased education aid by about $1 billion, which is an increase of 3.9% over the prior year. The budget also included $418 million to fund its share of the $836 million plan to fund immediate repairs to the New York City subway system.

The State Comptroller's Office (Division of Budget) released its mid-year update to its Financial Plan in November 2018 The midyear update reports that results through September 2018 are generally on track to meet expectations.

Governor Andrew Cuomo is expected to release his fiscal year 2020 Executive Budget to the Legislature no later than February 1, 2019. Vanguard expects that the current administration will continue to propose balanced budget. Expenditure growth is expected to remain within the 2% spending benchmark.

The State's well-funded pension plan continues to be a credit strength. The State's primary pension fund is the New York State and Local Retirement System. This system is further broken down into two separate plans:

n Employees' Retirement System (ERS) n Police and Fire System (PFRS)

The net pension liability for ERS as of fiscal year end March 31, 2017, was $9.4 billion and the funded ratio was at 95%, which is strong. The funded ratio is up from 90.7% in the prior year.

The net pension liability for PFRS as of March 31, 2017, was $2 billion. The funded ratio was at 93%, which is also strong. This compares to a funded ratio of 90.2% in the prior year.

In general, New York State has one of the better-funded pension plans. This is one of their credit strengths.

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The State’s debt burden is above average. According to Moody’s, New York State’s net tax supported debt totals $61.173 billion. This equates to $3,082 per capita, the fifth highest in the nation and well above the U.S. average of $1,477. As a percent of personal income, the State’s net tax supported debt is at 5.2%, which is the eighth highest in the nation and compares to the U.S. average of 3%.

The State’s debt structure is also complicated; to circumvent voter approval, much state debt is issued through various State’s agencies, including the Dormitory Authority of the State of New York (DASNY), the Urban Development Corporation, the Thruway Authority, and the Local Government Assistance Corporation. In 2002, the State created a new type of debt, backed by the personal income taxes (PIT) collected by the State. The personal income tax bonds present strong underlying credit fundamentals.

More recently, in 2013, the State created another new type of debt, backed by a portion of the State’s sales taxes. The sales tax bonds also present strong underlying credit fundamentals. However, the revenues generated from the sales tax and personal income tax bonds could see some weakening during recessionary conditions.

In November 2018, S&P lowered its rating on the State’s personal income tax bonds to AA from AA+. S&P also lowered the State’s rating on sales tax bonds to AA+ from AAA. Both rating downgrades were due to the application of S&P’s revised criteria for priority-lien tax revenue debt. Vanguard continues to view the credit fundamentals of both the personal income tax bonds and the sales tax bonds as strong—with the S&P downgrades due entirely to S&P’s revised criteria.

While there are some local governments in the State that exhibit a high degree of distress, most local governments (including school districts) are relatively stable. Many counties in the State continue to feel fiscal pressure from rising pension contribution costs and uncertainties regarding the level of state aid. Medicaid costs, which had been a source of county budgetary pressure, have moderated with the enactment of an annual increase cap. For localities and school districts (although not New York City), a tax levy limitation that became effective in 2010 limits revenue raising flexibility. However, most localities appear to have adjusted to the limitation, while maintaining relatively stable credit quality. School districts have benefited from increased State aid over the past three fiscal years.

New York State’s credit quality is heavily influenced by the credit quality of New York City (GO bonds rated Aa2 by Moody’s and AA by S&P and Fitch). The City benefits from well-institutionalized budget controls and conservative fiscal management practices. Additionally, New York City’s economy is strong and robust. The City, with an estimated population of 8.5 million is the most populous in the U.S. The City is well known for its role as the financial capital of the world, but other key sectors include education and health services, professional and business services, retail trade, and leisure and hospitality services. As of November 2018, the City’s unemployment rate was at 3.7%, down from 4.1% in November 2017. The City also benefits from high per capita income levels and positive population growth trends. On the other hand, challenges include high business costs (office rents), high housing costs, and volatility in the financial services sector.

In November 2018, Amazon announced that it had selected Long Island City in Queens as the location for one of its two new headquarters. Amazon will receive various tax incentives as part of their decision to locate in Long Island City. In turn, Amazon has committed to creating 25,000 full-time jobs over a ten year period. Amazon will also build an estimated four million square feet of office space. The infusion of new jobs, construction, office space, and other economic activity will benefit the region. However, this will also put additional pressure on the region's infrastructure-including transportation, schools, and housing.

The City’s financial position remains good, with modest surpluses in the General Fund since at least the past six years. The City maintain minimal reserves in its General Fund but this is partly mitigated by additional reserves in its Unrestricted Budget Stabilization and in the Reserve for Retirees’ Health Insurance Costs. Combined, these additional reserves have been at about 10% of expenditures, which is viewed as being healthy.

For fiscal year 2018, the General Fund revenues totaled $87.5 billion, compared to expenditures of $80.7 billion. After transfers in and out, the General Fund posted a small surplus of $5.1 million. Reserves remained relatively unchanged, with the General Fund balance at $483.1 million, or a very thin 0.6% of expenditures. However, reserves in the Unrestricted Budget Stabilization and in the Reserve for Retirees’ Health Insurance Costs totaled $9.3, or a healthy 10.7% of General Fund expenditures.

The fiscal year 2019 budget was adopted on June 14, 2018. The budget is balanced and reserves are projected to remain in line with prior years-at about 10% of expenditures.

The City maintains a number of pension systems, including five major systems: the New York City Employees’ Retirement System, the Teachers’ Retirement System of the City of New York (TRS), New York City Police Pension Fund, New York City Fire Pension Fund, and the New York City Board of Education Retirement System. S&P reports that in aggregate, the plans have a liability of $198.2 billion. The funded ratio is relatively low at 75.9%.

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Ohio Risk Factors

Vanguard Ohio Long-Term Tax-Exempt Fund invests primarily in securities issued by or on behalf of the State of Ohio, political subdivisions of the State, and agencies or instrumentalities of the State or its political subdivisions. As a result of this investment focus, events in Ohio are likely to affect the Fund's investment performance.

The State of Ohio’s 2018-2019 biennial budget is balanced on a recurring basis. In addition, Ohio added to its budget stabilization fund at the end of fiscal year 2018 for the sixth year in a row and overall liquidity remains high at prerecession levels.

Ohio has faced severe economic challenges over the last 14 years, but its economy has continued to recover with modest growth over the last seven years, and in fact saw faster than trend growth in 2018. While diversifying more into the service and other nonmanufacturing areas, the Ohio economy continues to rely on durable goods manufacturing. Ohio’s economy is largely concentrated in motor vehicles and equipment, steel, rubber products, and household appliances. As a result, general economic activity, as in many other industry-focused states, reflects above-average cyclicality. Although the service industry is the largest employer, the manufacturing sector contributes an equal share to Ohio’s gross state product. Ohio, like the other states, has experienced significant manufacturing productivity improvements, which has led to a continued long-term decline in manufacturing employment, though manufacturing employment did increase over the last two years. Manufacturing job loss is exacerbated during recessions when manufacturing output declines. The State’s October 2018 seasonally-adjusted unemployment rate was 4.6%, while the national rate was 3.7% for the same month. Ohio’s unemployment rate in December 2010 was 12%.

Economic diversification is taking place in some metropolitan areas and includes expansions in the service and knowledge-based industries, particularly health care and financial services. Ohio’s per capita income is now at 91% of the national average, down from 96% in 1990.

Historically, the State’s fiscal position has been strong, bolstered by operating surpluses and significant reserves maintained in the budget stabilization fund. Ohio did draw down its budgetary reserves to near zero during economic downturns, but has consistently demonstrated its willingness and ability to replenish its reserves by cutting expenditures and raising revenues. Despite Ohio’s fiscal challenges, the State’s finances are in better shape than those of many other states in the country. Fiscal year 2018 saw State revenues increase more than expected with strong growth in personal income tax and sales, tax revenues. The State adopted a balanced fiscal year 2018 biennial budget based upon recurring revenues without resorting to fiscal gimmicks.

Ohio’s debt burden is moderate. According to Moody’s, the State’s 2018 net tax-supported debt, at 2.5% of personal income, was lower than the national median. Ohio’s constitution places limits on debt issuance without voter approval and expressly precludes the State from assuming the debt of any local government or of corporations. The constitution does authorize the State to issue debt where the right to levy excise taxes to pay debt service is not granted. Such state obligations are generally secured by biennial state appropriations for lease payments tied to the debt service on the bonds.

The State’s pension reforms, enacted in 2012, allowed the State to reverse the decline in its pension plan funded ratio. The State employees’ pension plans was 81% funded as of the December 30, 2017, actuarial valuation date, up from 80% in 2016, but down from 85% in 2015 after the state changed to a more conservative investment return assumption. Although the State pension plans are still underfunded, Ohio’s pension plan funding requirements remain affordable and have not had a negative credit impact.

Local school districts in Ohio receive, on average, about 50% of their operating money from state sources, but they also levy local property taxes. About one-fifth of the districts also rely on voterauthorized income taxes for a significant portion of their revenue.

The State passed a pension reform measure in September 2012 that applies to school districts and their employees that participate in the Ohio State Teachers Retirement System. The reform measure included larger employee pension contributions and longer service-date requirements for eligibility. These pension plan reforms lowered pension contribution requirements and resulted in a strong pension funded ratio increase by 2014. Net pension plan liabilities, however, grew materially from 2015 to 2016, and may cause larger pension contribution requirements in succeeding years.

Ohio’s 943 incorporated cities and villages rely primarily on property and municipal income taxes to finance their operations and, with other local governments, to receive local government support and property tax relief money

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distributed by Ohio. At present, the State itself does not levy ad valorem taxes on real or tangible personal property. The constitution limits the aggregate local overlapping property tax levy (including a levy for unvoted general obligations) to 1% of true value and statutes limit the amount of that aggregate levy to 10 mills per $1 of assessed valuation (commonly referred to as the "ten-mill limitation").

Pennsylvania Risk Factors

Vanguard Pennsylvania Tax-Free Funds invest primarily in the obligations of the Commonwealth of Pennsylvania (the Commonwealth), Commonwealth agencies, and various local governments, including counties, cities, townships, school districts, special districts, and authorities. As a result of this investment focus, events in Pennsylvania are likely to affect the Funds' investment performance.

Pennsylvania reported a budgetary general fund surplus of $22 million in fiscal year 2018 after posting a $1.5 billion budgetary general fund deficit in fiscal year 2017. The fiscal year 2019 budget was signed on time by Governor Wolf on June 22, 2018, signaling a change from the persistently late budget adoptions in recent fiscal years. The fiscal year 2019 budget is balanced but is effectively a break-even budget with general fund revenues approximately equal to expenditures. While tax revenues exceeded forecasts through November 2018, there remains a risk that the Commonwealth may experience a budget shortfall in fiscal year 2019. As of this writing, Governor Wolf has not presented his fiscal year 2020 budget.

2018 was an election year. Republicans continue to hold majorities in both Pennsylvania’s Senate and House of Representatives, while Governor Wolf, a Democrat, won re-election. Given the political landscape, the Commonwealth will struggle to create new revenues to offset rising pension and healthcare costs and to generate meaningful reserves. Positively, the Commonwealth’s debt levels remain relatively modest. According to Moody’s, Pennsylvania net tax-supported debt per capita ranks 21 out of 50 among US states. Total debt levels are projected to rise modestly, but annual debt service obligations will remain manageable.

Pennsylvania’s economy has shifted away from manufacturing and has become a more service-based economy over the past 10 years. In 2007, manufacturing accounted for 11.4% of non-agricultural employment, while services accounted for 41.5%. In 2017, manufacturing accounted for 9.4% of non-agricultural employment, while services accounted for 49.8%. Sources of growth within the service sector include medical, health services, education, financial institutions, and recently, gambling enterprises. As of October 2018, Pennsylvania’s unemployment rate was 4.1%, slightly higher than the national rate of 3.7%. Pennsylvania historically has been identified as a heavy-industry state, although that reputation has changed over the last 30 years as the coal, steel, and railroad industries declined, and the Commonwealth’s business environment adjusted to reflect a more diversified economic base.

A number of local governments in the Commonwealth have, from time to time, faced fiscal stress and were unable to address serious economic, social, and health care problems within their revenue constraints. As of this writing, Philadelphia operates under the oversight of an Intergovernmental Cooperation Authority. Philadelphia has been under the Commonwealth’s oversight since the 1990s. Philadelphia has made some progress in addressing its challenges, and in recent years has experienced small net population gains, reversing decades-long trend of outmigration. In 2003, Pittsburgh was declared a "financially distressed" municipality under the Municipalities Financial Recovery Act (Act 47). Early in 2018, a resolution by the Commonwealth was adopted to allow The City of Pittsburgh to formally exit Act 47 oversight, thereby ending the City of Pittsburgh's designation as a "financially distressed" municipality.

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 for the California Intermediate-Term, California Long-Term, New Jersey Long-Term, New York Long-Term, and Pennsylvania Long-Term Tax-Exempt Funds 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 the State Municipal Money Market Funds, the Massachusetts Tax-Exempt Fund, and the Ohio Long-Term Tax-Exempt 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.

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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.

It is the policy of each Vanguard retail and government money market fund to attempt to maintain an NAV of $1 per share for sales and redemptions. The instruments held by a retail or government money market fund generally are valued on the basis of amortized cost, which does not take into account unrealized capital gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that the fund would receive if it sold the instrument. The fund’s holdings will be reviewed by the trustees, at such intervals as they may deem appropriate, to determine whether the fund’s NAV calculated by using available market quotations deviates from $1 per share based on amortized cost. The extent of any deviation will be examined by the trustees. If such deviation exceeds 1/2 of 1%, the trustees will promptly consider what action, if any, will be initiated. In the event the trustees determine that a deviation exists that may result in material dilution or other unfair results to investors or existing shareholders, they have agreed to take such corrective action as they regard as necessary and appropriate, including selling fund instruments prior to maturity to realize capital gains or losses or to shorten average fund maturity, withholding dividends, making a special capital distribution, redeeming shares in kind, or establishing an NAV per share by using available market quotations.

The use of amortized cost and the maintenance of a retail or government money market fund’s NAV at $1 per share is based on its election to operate under Rule 2a-7 under the 1940 Act. As a condition of operating under that rule, each fund must maintain a dollar-weighted average portfolio maturity of 60 days or less; maintain a dollar-weighted average life of 120 days or less; purchase only instruments having remaining maturities of 397 days or less; meet applicable daily, weekly, and general liquidity requirements; and invest only in securities that are determined by methods approved by the trustees to present minimal credit risks and that are of high quality.

Although the stable share price is not guaranteed, the NAV of Vanguard retail and government money market funds is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.

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, including in connection with a determination by the board of a money market fund under Rule 22e-3

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under the 1940 Act to suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of a money market fund. In addition, in accordance with Rule 2a-7 under the 1940 Act, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market fund‘s weekly liquid assets fall below established thresholds.

Each 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 and in accordance with procedures adopted by the Fund’s board of trustees. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.

The Funds do not charge redemption fees other than potential liquidity fees that may be imposed in accordance with the rules described above. 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 Funds.

Vanguard processes purchase and redemption requests through a pooled account. Pending investment direction or distribution of redemption proceeds, the assets in the pooled account are invested and any earnings (the “float”) are allocated proportionately among the Vanguard funds in order to offset fund expenses. Other than the float, Vanguard treats assets held in the pooled account as the assets of each shareholder making such purchase or redemption request.

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 (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.

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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. The funds obtain virtually all of their corporate management, administrative, and distribution services through the trusts’ jointly owned subsidiary, Vanguard. Vanguard also provides investment advisory services to certain Vanguard funds. All of these services are provided at Vanguard’s total cost of operations pursuant to the Fifth Amended and Restated Funds’ Service Agreement (the Agreement).

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 the Agreement. The 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 November 30, 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
California Municipal Money Market Fund $273,000 0.01% 0.11%
California Intermediate-Term Tax-Exempt Fund $732,000 0.01% 0.29%
California Long-Term Tax-Exempt Fund $212,000 0.01% 0.08%
Massachusetts Tax-Exempt Fund $ 97,000 0.01% 0.04%
New Jersey Municipal Money Market Fund $ 75,000 0.01% 0.03%
New Jersey Long-Term Tax-Exempt Fund $111,000 0.01% 0.04%
New York Municipal Money Market Fund $165,000 0.01% 0.07%
New York Long-Term Tax-Exempt Fund $234,000 0.01% 0.09%
Ohio Long-Term Tax-Exempt Fund $ 62,000 0.01% 0.02%
Pennsylvania Municipal Money Market Fund $104,000 0.01% 0.04%
Pennsylvania Long-Term Tax-Exempt Fund $183,000 0.01% 0.07%

 

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 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

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reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities 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 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

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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. 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 November 30, 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
California Municipal Money Market Fund      
Management and Administrative Expenses 0.13% 0.13% 0.14%
Marketing and Distribution Expenses 0.03 0.02 0.02
California Intermediate-Term Tax-Exempt Fund    
Management and Administrative Expenses 0.09% 0.09% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01
California Long-Term Tax-Exempt Fund      
Management and Administrative Expenses 0.09% 0.09% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01
Massachusetts Tax-Exempt Fund      
Management and Administrative Expenses 0.13% 0.13% 0.11%
Marketing and Distribution Expenses 0.02 0.02 0.02
New Jersey Municipal Money Market Fund      
Management and Administrative Expenses 0.13% 0.13% 0.13%
Marketing and Distribution Expenses 0.03 0.02 0.02
New Jersey Long-Term Tax-Exempt Fund      
Management and Administrative Expenses 0.09% 0.09% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01
New York Municipal Money Market Fund      
Management and Administrative Expenses 0.13% 0.13% 0.14%
Marketing and Distribution Expenses 0.03 0.02 0.02
New York Long-Term Tax-Exempt Fund      
Management and Administrative Expenses 0.09% 0.09% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01

 

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Vanguard Fund 2016 2017 2018
Ohio Long-Term Tax-Exempt Fund      
Management and Administrative Expenses 0.13% 0.13% 0.11%
Marketing and Distribution Expenses 0.02 0.02 0.02
Pennsylvania Municipal Money Market Fund      
Management and Administrative Expenses 0.13% 0.13% 0.14%
Marketing and Distribution Expenses 0.03 0.02 0.02
Pennsylvania Long-Term Tax-Exempt Fund      
Management and Administrative Expenses 0.09% 0.09% 0.09%
Marketing and Distribution Expenses 0.01 0.01 0.01

 

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 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 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.

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      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 Trustee1        
Mortimer J. Buckley Chairman of the January 2018 Chairman of the board (January 2019–present) of 211
(1969) Board, Chief   Vanguard and of each of the investment companies  
  Executive Officer,   served by Vanguard; chief executive officer (2018–  
  and President   present) of Vanguard; chief executive officer,  
      president, and trustee (2018–present) of each of the  
      investment companies served by Vanguard; president  
      and director (2017–present) of Vanguard; and president  
      (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) and  
      trustee (2009–2017) of the Children’s Hospital of  
      Philadelphia; trustee (2018–present) of The Shipley  
School.
 
1 Mr. Buckley is considered an “interested person” as defined in the 1940 Act because he is an officer of the Trust.  
Independent Trustees        
Emerson U. Fullwood Trustee January 2008 Executive chief staff and marketing officer for North 211
(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. 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.  
 
Amy Gutmann Trustee June 2006 President (2004–present) of the University of 211
(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.  
 
F. Joseph Loughrey Trustee October 2009 President and chief operating officer (retired 2009) and 211
(1949)     vice chairman of the board (2008–2009) of Cummins  
      Inc. (industrial machinery). Chairman of the board of  
      Hillenbrand, Inc. (specialized consumer services) and  
      the Lumina Foundation. Director of the V Foundation  
      and Oxfam America. 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.  

 

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      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
Mark Loughridge Lead Independent March 2012 Senior vice president and chief financial officer (retired 211
(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 211
(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.  
 
Deanna Mulligan Trustee January 2018 President (2010–present) and chief executive officer 211
(1963)     (2011–present) of The Guardian Life Insurance  
      Company of America. 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, 211
(1952)     Emeritus at the Harvard Business School (retired  
      2011). Chief investment officer and co-managing  
      partner of HighVista Strategies LLC (private  
      investment firm). Board of Advisors and investment  
      committee member of the Museum of Fine Arts  
      Boston. Board member (2018–present) of RIT Capital  
      Partners (investment firm); investment committee  
      member of Partners Health Care System.  
 
Sarah Bloom Raskin Trustee January 2018 Deputy secretary (2014–2017) of the United States 211
(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  
      (2017–present) of i(x) Investments, LLC; director  
      (2017–present) of Reserve Trust. Rubinstein Fellow  
      (2017–present) of Duke University; trustee (2017–  
      present) of Amherst College.  

 

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      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
Peter F. Volanakis Trustee July 2009 President and chief operating officer (retired 2010) of 211
(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).  
 
Executive Officers        
Glenn Booraem Investment February 2001 Principal of Vanguard. Investment stewardship officer 211
(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 211
(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).  
 
Thomas J. Higgins Chief Financial July 1998 Principal of Vanguard. Chief financial officer (2008– 211
(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 211
(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. 211
(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 211
(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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      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
John E. Shadl Chief Compliance March 2019 Principal of Vanguard. Chief compliance officer (2019– 211
(1972) Officer   present) of Vanguard and of each of the investment  
      companies served by Vanguard. Director, general  
      counsel, and audit committee member of Vanguard  
      Marketing Corporation and Vanguard National Trust  
      Company (2018–present).  

 

All but one of the trustees are independent. The independent trustees designate a lead independent trustee. 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 sole interested trustee.

The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive officer currently are held by the same person; as a result, the chairman of the board is an “interested” trustee. The independent trustees generally believe that the Vanguard funds’ chief executive officer is best qualified to serve as chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day leadership.

Board Committees: The Trusts‘ board has the following committees:

n 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: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds‘ fiscal year ended November 30, 2018.

n 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 November 30, 2018.

n 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 five meetings during the Funds‘ fiscal year ended November 30, 2018.

n 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 four meetings during the Funds‘ fiscal year ended November 30, 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:

n 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.

n The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.

n 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

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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” Trustee. Mr. Buckley serves as trustee, but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.

Compensation Table. The following tables provide 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 tables show 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 CALIFORNIA TAX-FREE FUNDS
TRUSTEES’ COMPENSATION TABLE
 
  Aggregate Pension or Retirement Accrued Annual Total Compensation
  Compensation From Benefits Accrued as Part of Retirement Benefit at From All Vanguard
Trustee the Funds1 the Funds’ Expenses1 January 1, 20192 Funds Paid to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $1,250 $287,500
Rajiv L. Gupta6 96
Amy Gutmann 1,250 287,500
JoAnn Heffernan Heisen4 1,337 $24 $8,678 307,500
F. Joseph Loughrey 1,337 307,500
Mark Loughridge 1,551 357,500
Scott C. Malpass 1,250 280,530
Deanna Mulligan5 1,145 287,500
André F. Perold 1,250 287,500
Sarah Bloom Raskin5 1,225 307,500
Peter F. Volanakis 1,337 307,500
1 The amounts shown in this column are based on the Trust’s fiscal year ended November 30, 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 212 Vanguard
funds for the 2018 calendar year.      
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.    
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.    
6 Mr. Gupta retired from service effective December 31, 2017.    

 

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VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS
TRUSTEES’ COMPENSATION TABLE
 
  Aggregate Pension or Retirement Accrued Annual Total Compensation
  Compensation From Benefits Accrued as Part of Retirement Benefit at From All Vanguard
Trustee the Fund1 the Fund’s Expenses1 January 1, 20192 Funds Paid to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $98 $287,500
Rajiv L. Gupta6 7
Amy Gutmann 98 287,500
JoAnn Heffernan Heisen4 104 $2 $8,678 307,500
F. Joseph Loughrey 104 307,500
Mark Loughridge 122 357,500
Scott C. Malpass 98 280,530
Deanna Mulligan5 89 287,500
André F. Perold 98 287,500
Sarah Bloom Raskin5 96 307,500
Peter F. Volanakis 104 307,500
1 The amounts shown in this column are based on the Trust’s fiscal year ended November 30, 2018.  
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 212 Vanguard
funds for the 2018 calendar year.      
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.    
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.    
6 Mr. Gupta retired from service effective December 31, 2017.    

 

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VANGUARD NEW JERSEY TAX-FREE FUNDS
TRUSTEES’ COMPENSATION TABLE
 
  Aggregate Pension or Retirement Accrued Annual Total Compensation
  Compensation From Benefits Accrued as Part of Retirement Benefit at From All Vanguard
Trustee the Funds1 the Funds’ Expenses1 January 1, 20192 Funds Paid to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $198 $287,500
Rajiv L. Gupta6 15
Amy Gutmann 198 287,500
JoAnn Heffernan Heisen4 211 $4 $8,678 307,500
F. Joseph Loughrey 211 307,500
Mark Loughridge 245 357,500
Scott C. Malpass 198 280,530
Deanna Mulligan5 181 287,500
André F. Perold 198 287,500
Sarah Bloom Raskin5 194 307,500
Peter F. Volanakis 211 307,500
1 The amounts shown in this column are based on the Trust’s fiscal year ended November 30, 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 212 Vanguard
funds for the 2018 calendar year.      
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.    
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.    
6 Mr. Gupta retired from service effective December 31, 2017.    

 

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VANGUARD NEW YORK TAX-FREE FUNDS
TRUSTEES’ COMPENSATION TABLE
 
  Aggregate Pension or Retirement Accrued Annual Total Compensation
  Compensation From Benefits Accrued as Part of Retirement Benefit at From All Vanguard
Trustee the Funds1 the Funds’ Expenses1 January 1, 20192 Funds Paid to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $395 $287,500
Rajiv L. Gupta6 30
Amy Gutmann 395 287,500
JoAnn Heffernan Heisen4 423 $7 $8,678 307,500
F. Joseph Loughrey 423 307,500
Mark Loughridge 494 357,500
Scott C. Malpass 395 280,530
Deanna Mulligan5 362 287,500
André F. Perold 395 287,500
Sarah Bloom Raskin5 388 307,500
Peter F. Volanakis 423 307,500
1 The amounts shown in this column are based on the Trust’s fiscal year ended November 30, 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 212 Vanguard
funds for the 2018 calendar year.      
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.    
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.    
6 Mr. Gupta retired from service effective December 31, 2017.    

 

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VANGUARD OHIO TAX-FREE FUNDS
TRUSTEES’ COMPENSATION TABLE
 
  Aggregate Pension or Retirement Accrued Annual Total Compensation
  Compensation From Benefits Accrued as Part of Retirement Benefit at From All Vanguard
Trustee the Fund1 the Fund’s Expenses1 January 1, 20192 Funds Paid to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $68 $287,500
Rajiv L. Gupta6 5
Amy Gutmann 68 287,500
JoAnn Heffernan Heisen4 73 $1 $8,678 307,500
F. Joseph Loughrey 73 307,500
Mark Loughridge 88 357,500
Scott C. Malpass 68 280,530
Deanna Mulligan5 63 287,500
André F. Perold 68 287,500
Sarah Bloom Raskin5 67 307,500
Peter F. Volanakis 73 307,500
1 The amounts shown in this column are based on the Trust’s fiscal year ended November 30, 2018.  
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 212 Vanguard
funds for the 2018 calendar year.      
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.    
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.    
6 Mr. Gupta retired from service effective December 31, 2017.    

 

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VANGUARD PENNSYLVANIA TAX-FREE FUNDS
TRUSTEES’ COMPENSATION TABLE
 
  Aggregate Pension or Retirement Accrued Annual Total Compensation
  Compensation From Benefits Accrued as Part of Retirement Benefit at From All Vanguard
Trustee the Funds1 the Funds’ Expenses1 January 1, 20192 Funds Paid to Trustees3
F. William McNabb III4
Mortimer J. Buckley5
Emerson U. Fullwood $312 $287,500
Rajiv L. Gupta6 24
Amy Gutmann 312 287,500
JoAnn Heffernan Heisen4 334 $6 $8,678 307,500
F. Joseph Loughrey 334 307,500
Mark Loughridge 388 357,500
Scott C. Malpass 312 280,530
Deanna Mulligan5 286 287,500
André F. Perold 312 287,500
Sarah Bloom Raskin5 306 307,500
Peter F. Volanakis 334 307,500
1 The amounts shown in this column are based on the Trust’s fiscal year ended November 30, 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 212 Vanguard
funds for the 2018 calendar year.      
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.    
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.    
6 Mr. Gupta retired from service effective December 31, 2017.    

 

Ownership of Fund Shares

All current trustees allocate their investments among the various Vanguard funds based on their own investment needs. The following tables show each trustee’s ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2018.

VANGUARD CALIFORNIA TAX-FREE FUNDS
    Dollar Range of Aggregate Dollar Range
    Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
California Municipal Money Market Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
    Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
California Intermediate-Term Tax-Exempt Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
 
California Long-Term Tax-Exempt Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
 
 
VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS
    Dollar Range of Aggregate Dollar Range
    Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Massachusetts Tax-Exempt Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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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VANGUARD NEW JERSEY TAX-FREE FUNDS
    Dollar Range of Aggregate Dollar Range
    Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
New Jersey Municipal Money Market Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
 
New Jersey Long-Term Tax-Exempt Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
 
 
VANGUARD NEW YORK TAX-FREE FUNDS
    Dollar Range of Aggregate Dollar Range
    Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
New York Municipal Money Market Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
      Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
New York Long-Term Tax-Exempt Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
 
 
VANGUARD OHIO TAX-FREE FUNDS
      Dollar Range of Aggregate Dollar Range of
      Fund Shares Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Ohio Long-Term Tax-Exempt Fund Mortimer J. Buckley   Over $100,000
  Emerson U. Fullwood   Over $100,000
  Amy Gutmann   Over $100,000
  F. Joseph Loughrey   Over $100,000
  Mark Loughridge   Over $100,000
  Scott C. Malpass   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
 
 
VANGUARD PENNSYLVANIA TAX-FREE FUNDS
      Dollar Range of Aggregate Dollar Range
      Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Pennsylvania Municipal Money Market Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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
    Fund Shares of Vanguard Fund Shares
Vanguard Fund Trustee Owned by Trustee Owned by Trustee
Pennsylvania Long-Term Tax-Exempt Fund Mortimer J. Buckley Over $100,000
  Emerson U. Fullwood Over $100,000
  Amy Gutmann Over $100,000 Over $100,000
  F. Joseph Loughrey Over $100,000
  Mark Loughridge Over $100,000
  Scott C. Malpass 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

 

As of February 28, 2019, 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 February 28, 2019, the following owned of record 5% or more of the outstanding shares of each class:

Vanguard California Intermediate-Term Tax-Exempt Fund—Investor Shares: Charles Schwab & Co. Inc., San Francisco, CA (44.84%), National Financial Services LLC, Jersey City, NJ (15.45%); Vanguard California Intermediate-Term Tax-Exempt Fund—Admiral Shares: Charles Schwab & Co. Inc., San Francisco, CA (23.43%), National Financial Services LLC, Jersey City, NJ (8.18%); Vanguard California Long-Term Tax-Exempt Fund—Investor Shares: Charles Schwab & Co. Inc., San Francisco, CA (33.47%), National Financial Services LLC, Jersey City, NJ (12.93%); Vanguard California Long-Term Tax-Exempt Fund—Admiral Shares: Charles Schwab & Co. Inc., San Francisco, CA (5.10%); Vanguard Massachusetts Tax-Exempt Fund—Investor Shares: National Financial Services LLC, Jersey City, NJ (19.95%), Charles Schwab & Co. Inc., San Francisco, CA (8.72%); Vanguard New Jersey Long-Term Tax-Exempt Fund—Investor Shares: National Financial Services LLC, Jersey City, NJ (17.85%), Charles Schwab & Co. Inc., San Francisco, CA (14.60%); Vanguard New York Long-Term Tax-Exempt Fund—Investor Shares: National Financial Services LLC, Jersey City, NJ (23.33%), Charles Schwab & Co. Inc., San Francisco, CA (16.83%); Vanguard New York Long-Term Tax-Exempt Fund—Admiral Shares: Charles Schwab & Co. Inc., San Francisco, CA (5.68%); Vanguard New York Municipal Money Market Fund—Investor Shares: Robert D. Goldfarb, New York, NY (5.69%); Vanguard Ohio Long-Term Tax-Exempt Fund—Investor Shares: Charles Schwab & Co. Inc., San Francisco, CA (8.95%), National Financial Services LLC, Jersey City, NJ (6.99%); Vanguard Pennsylvania Long-Term Tax-Exempt Fund—Investor Shares: Charles Schwab & Co. Inc., San Francisco, CA (13.09%), National Financial Services LLC, Jersey City, NJ (10.73%).

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 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

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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.

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

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(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 discloses Vanguard fund complete portfolio holdings 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.

Currently, Vanguard discloses Vanguard fund complete portfolio holdings 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.

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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 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

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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 Funds receive all investment advisory services from Vanguard through its Fixed Income Group. These services are provided by an experienced advisory staff employed directly by Vanguard. The compensation and other expenses of the advisory staff are allocated among the funds utilizing these services.

During the fiscal years ended November 30, 2016, 2017, and 2018, the Funds incurred the following approximate advisory expenses:

Vanguard Fund 2016 2017 2018
California Municipal Money Market Fund $708,000 $1,031,000 $1,203,000
California Intermediate-Term Tax-Exempt Fund 1,236,000 1,621,000 1,718,000
California Long-Term Tax-Exempt Fund 390,000 505,000 507,000
Massachusetts Tax-Exempt Fund 155,000 215,000 231,000
New Jersey Municipal Money Market Fund 270,000 337,000 346,000
New Jersey Long-Term Tax-Exempt Fund 222,000 274,000 267,000
New York Municipal Money Market Fund 439,000 607,000 731,000
New York Long-Term Tax-Exempt Fund 460,000 568,000 565,000
Ohio Long-Term Tax-Exempt Fund 122,000 156,000 151,000
Pennsylvania Municipal Money Market Fund 416,000 526,000 493,000
Pennsylvania Long-Term Tax-Exempt Fund 373,000 466,000 448,000

 

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1. Other Accounts Managed

John M. Carbone manages Vanguard California Municipal Money Market Fund, Vanguard New Jersey Municipal Money Market Fund, and Vanguard Pennsylvania Municipal Money Market Fund; as of November 30, 2018, the Funds collectively held assets of $8.7 billion.

James M. D’Arcy manages Vanguard Pennsylvania Long-Term Tax-Exempt Fund, Vanguard California Long-Term Tax-Exempt Fund, and Vanguard Ohio Long-Term Tax-Exempt Fund; as of November 30, 2018, the Funds collectively held assets of $8.6 billion. As of November 30, 2018, Mr. D’Arcy also managed all or a portion of 2 other registered investment companies with total assets of $62.5 billion (advisory fees not based on account performance).

Adam M. Ferguson manages Vanguard New York Long-Term Tax-Exempt Fund, Vanguard California Intermediate-Term Tax-Exempt Fund, and Vanguard New Jersey Long-Term Tax-Exempt Fund; as of November 30, 2018, the Funds collectively held assets of $19.9 billion. As of November 30, 2018, Mr. Ferguson also managed 2 other registered investment companies with total assets of $29.9 billion (advisory fees not based on account performance).

John Grimes manages Vanguard New York Municipal Money Market Fund; as of November 30, 2018, the Fund held assets of $3.2 billion. As of November 30, 2018, Mr. Grimes also managed all or a portion of 1 other registered investment company with total assets of $60 billion (advisory fees not based on account performance).

Mathew M. Kiselak manages Vanguard Massachusetts Tax-Exempt Fund; as of November 30, 2018, the Fund held assets of $1.8 billion. As of November 30, 2018, Mr. Kiselak also managed all or a portion of 2 other registered investment companies with total assets of $24.5 billion (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 directors 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 November 30, 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 1980’s 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 short-, intermediate-, and long-term tax-exempt funds, 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. For tax-exempt money market funds, the performance

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factor depends on how successfully the portfolio manager maintains the credit quality of the fund and, consequently, how the fund performs relative to the expectations described above over a one-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 stated above. 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.

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 November 30, 2018, Vanguard employees collectively invested more than $6.5 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.

As of November 30, 2018, James M. D’Arcy owned shares of Vanguard Pennsylvania Long-Term Tax-Exempt Fund in the $100,001–$500,000 range. None of the other named portfolio managers owned any shares of the State Tax-Exempt Funds they managed.

Duration and Termination of Investment Advisory Agreements

Vanguard provides investment advisory services to the Funds 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.

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.

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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 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 the Funds purchase 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, dollar amount, and 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 November 30, 2016, 2017, and 2018, the Funds (other than the State Municipal Money Market Funds) paid the following approximate amounts in brokerage commissions:

Vanguard Fund 2016 20171 2018
California Intermediate-Term Tax-Exempt Fund $98,000 $158,000 $182,000
California Long-Term Tax-Exempt Fund 29,000 45,000 52,000
Massachusetts Tax-Exempt Fund 19,000 27,000 26,000
New Jersey Long-Term Tax-Exempt Fund 15,000 30,000 29,000
New York Long-Term Tax-Exempt Fund 34,000 53,000 54,000
Ohio Long-Term Tax-Exempt Fund 13,000 22,000 19,000
Pennsylvania Long-Term Tax-Exempt Fund 29,000 42,000 45,000
1 Increased trading in futures resulted in an increase in each Fund’s brokerage commissions in 2017.    

 

During the fiscal years ended November 30, 2016, 2017, and 2018, the State Municipal Money Market Funds did not pay any brokerage commissions.

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.

As of November 30, 2018, each Fund held no securities of its “regular brokers or dealers,” as that term is defined in Rule 10b-1 of the 1940 Act.

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VANGUARD‘S 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 oversight of proxy voting to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the 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 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 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 funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective 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 expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition 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 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.

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 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.

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While the funds will generally support the board’s nominees, we will consider a company’s specific circumstances in the context of relevant exchange rules and local governance codes, where applicable, in determining the fund’s vote. 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.

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.

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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 Internal Revenue Code, 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.

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

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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.

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.

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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. Environmental and Social Proposals

Proposals in this category, initiated primarily by shareholders, typically request that a company enhance its disclosure or amend certain business practices. The funds will evaluate these proposals 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. The funds will 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 of the company. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosures/business practices, and any progress by the company toward the adoption of best practices and/or industry norms.

VI. Voting in Markets Outside the United States

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 other 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 other 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.

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.

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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 Team

The Board has delegated the day-to-day operation of the funds’ proxy voting process to the Investment Stewardship Team, 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 the Investment Stewardship Team 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.

The Investment Stewardship Team 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. The Investment Stewardship Team also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.

X. 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 the Investment Stewardship Team 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.

To 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, log on to vanguard.com or visit the SEC’s website at www.sec.gov.

FINANCIAL STATEMENTS

Each Fund’s Financial Statements for the fiscal year ended November 30, 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.

B-61


 

DESCRIPTION OF MUNICIPAL 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.

B-62


 

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.

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.

B-63


 

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 075 032019

B-64


PART C

VANGUARD NEW YORK TAX-FREE FUNDS

OTHER INFORMATION

Item 28. Exhibits Exhibits Description

(a)      Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 54 dated March 28, 2018, is hereby incorporated by reference.
(b)      By-Laws, filed with Post-Effective Amendment No. 38 dated March 29, 2011, filed with Post- Effective Amendment No. 54 dated March 28, 2018, is hereby incorporated by reference.
(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, The Vanguard Group, Inc., provides investment advisory services to the Funds 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 Registration Statement.
(g)      Custodian Agreement, for State Street Bank and Trust Company, filed with Post-Effective Amendment No. 54 dated March 28, 2018, is hereby incorporated by reference.
(h)      Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with Post-Effective Amendment No. 54 dated March 28, 2018, is hereby incorporated by reference.
(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., is filed herewith.

Item 29. Persons Controlled by or under Common Control with Registrant

None.

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 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 (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 Adviser

The Vanguard Group, Inc. (Vanguard), 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 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 Risi Chairman, Director, Principal, and Chief Executive Officer None
  Designee  
Scott A. Conking Director and Principal None
Kevin Jestice 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 Chief Compliance Officer
Mortimer J. Buckley President Chairman of the Board of Trustees, Chief
    Executive Officer, and President
Brian Dvorak Assistant Vice President None
Beth Morales Singh Secretary None
Michael Kimmel Assistant Secretary None
Aisling Murphy Chief Information Officer None
John T. Marcante Chief Information Officer None
Alonzo Ellis 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
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

 


 

Name   Positions and Office with Underwriter Positions and Office with Funds
Mike Lucci   Principal None
Brian McCarthy Principal None
James M. Norris Principal None
David Petty   Principal None
 
c) Not applicable.  

 

Item 33. Location of Accounts and Records

The books, accounts, and other documents required 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 Custodian, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrant’s investment advisor at the location identified in Part B of 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 28th day of March, 2019.

VANGUARD NEW YORK TAX-FREE FUNDS

BY: /s/ Mortimer J. Buckley*_____________

Mortimer J. Buckley
Chairman and Chief Executive Officer

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/ Mortimer J. Buckley* Chairman and Chief Executive March 28, 2019
  Officer  
Mortimer J. Buckley    
/s/ Emerson U. Fullwood* Trustee March 28, 2019
Emerson U. Fullwood    
/s/ Amy Gutmann* Trustee March 28, 2019
Amy Gutmann    
/s/ F. Joseph Loughrey* Trustee March 28, 2019
F. Joseph Loughrey    
/s/ Mark Loughridge* Trustee March 28, 2019
Mark Loughridge    
/s/ Scott C. Malpass* Trustee March 28, 2019
Scott C. Malpass    
/s/ Deanna Mulligan* Trustee March 28, 2019
Deanna Mulligan    
/s/ André F. Perold* Trustee March 28, 2019
André F. Perold    
/s/ Sarah Bloom Raskin* Trustee March 28, 2019
Sarah Bloom Raskin    
/s/ Peter F. Volanakis* Trustee March 28, 2019
Peter F. Volanakis    
/s/ Thomas J. Higgins* Chief Financial Officer March 28, 2019
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  
Other Opinions, Consent of Independent Registered Public Accounting Firm Ex-99.J
Rule 18f-3 Plan. Ex-99.N
Code of Ethics, The Vanguard Group, Inc Ex-99.P

 


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 New York Tax-Free Funds of our report dated January 17, 2019, relating to the financial statements and financial highlights which appears in Vanguard New York Long-Term Tax-Exempt and Vanguard New York Municipal Money Market Fund’s Annual Report on Form N-CSR for the year ended November 30, 2018. We also consent to the references to us under the heading “Financial Statements” and “Service Providers—Independent Registered Public Accounting Firm” and “Financial Highlights” in such Registration Statement

/s/PricewaterhouseCoopers LLP
Philadelphia, PA
March 27, 2019


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 has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the “1940 Act”) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. 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 from time to

1


 

time. It is expected that the minimum investment amount for Investor Shares of a Fund will normally be lower than the amount required for any other class of shares of that Fund. Investor Shares are typically distributed by all VGI business lines.

B. Admiral Shares

     Admiral Shares generally will be available to retail, 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 in 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 Fund 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 generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. 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

2


 

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 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

     Shareholders in all share classes will receive a range of shareholder services provided by VGI. These 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. Each share class will bear its proportionate share of VGI’s cost of providing such services in accordance with Section VI of the Plan.

V.      CONVERSION FEATURES
  A.      Self-Directed Conversions
   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 meets the then applicable eligibility
   requirements for the share class into which they are converting. 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

3


 

  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 meets the
   eligibility      requirements for 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 not apply to certain financial 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 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, if permitted under applicable law, 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

4


 

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 or such other methods as may be approved by the Board of Directors of VGI (“VGI Board”) as permitted under the Agreement and by the Fund Board.1

B.      Class Specific Expenses
  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; and (ii) the percentage of total account transactions performed by VGI 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.

1 In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds’ portfolio on a pro rata basis based on the Fund-of-Fund’s relative net assets invested in the underlying Fund’s share class.

5


 

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

has been deemed an appropriate allocation methodology by each Fund
Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.

 

     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.

6


 

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: November 30, 2018

7


 

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, Admiral, 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
· Global Credit Bond Fund Investor, Admiral

 

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 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, Admiral, Institutional, ETF
· FTSE All World ex-US Small-Cap Index Fund Investor, Admiral, 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
· Total World Bond ETF ETF
 
Vanguard Specialized Funds  
· Energy Fund Investor, Admiral
· Global Capital Cycles 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
  • Mid-Cap Growth Fund
  • International Explorer Fund
  • High Dividend Yield Index Fund
  • Emerging Markets Government Bond Index Fund
  • Vanguard Global Minimum Volatility Fund
  • International Dividend Appreciation Index Fund
  • International High Dividend Yield Index Fund

Vanguard Windsor Funds
· Windsor Fund
· Windsor II Fund

Vanguard World Fund

  • Extended Duration Treasury Index Fund
  • FTSE Social Index Fund
  • Global Wellesley Income Fund
  • Global Wellington Fund
  • International Growth Fund
  • Mega Cap Index Fund
  • Mega Cap Growth Index Fund
  • Mega Cap Value Index Fund
  • U.S. Growth Fund
  • Consumer Discretionary Index Fund
  • Consumer Staples Index Fund
  • Energy Index Fund
  • Financials Index Fund
  • Health Care Index Fund
  • Industrials Index Fund
  • Information Technology Index Fund
  • Materials Index Fund
  • Communication Services Index Fund
  • Utilities Index Fund
  • ESG U.S. Stock ETF
  • ESG International Stock ETF

Original Board Approval: July 21, 2000 Last Updated: March 25, 2019

Investor Investor Investor

Investor, Admiral, ETF

Investor, Admiral, Institutional, ETF Investor, Admiral Investor, Admiral, ETF Investor, Admiral, ETF

Investor, Admiral
Investor, Admiral

Institutional, Institutional Plus, ETF Investor, Admiral, Institutional Investor, Admiral Investor, Admiral Investor, Admiral Institutional, ETF Institutional, ETF Institutional, ETF

Investor, Admiral Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF Admiral, ETF ETF

ETF

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). Personal Advisor Services clients, clients investing through financial intermediaries, and 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.

Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds. Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediary’s retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds’ other share classes to its eligible clients.

Admiral Shares – Eligibility Requirements

Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. 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 of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3
  • Mutual Fund Supermarkets – Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.

2 The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.

3 Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguard’s Retail 403(b) business, which is serviced by The Newport Group.


 

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 class eligibility also is subject to the following special rules:4

  • Retail clients. Retail 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)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
      Home      office model portfolios offered on wealth management platforms administered by financial
      intermediaries      5 may offer Institutional Shares, provided:
      (1)      the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and
      (2)      the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.
      A      home office model portfolio must meet the following criteria:
      (1)      the allocations and Funds used in the model portfolios on the platform are set and selected by the
      financial      intermediary (i.e., the firm itself);
      (2)      the allocations and Funds used in the model portfolios on the platform are not subject to change
      by      individual financial advisors; and
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
  • Institutional clients. An institutional client may hold Institutional Shares if the total amount
      aggregated      among all accounts held by such a 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 an institutional client must disclose to VGI on behalf of its accounts the
      following:      (1) that the client acts as a common-decision maker6 for each account; and (2) the total
      balance      in each account in the Fund.

    4 The following special rules also apply to Vanguard Prime Money Market Fund – Admiral Shares. 5 For purposes of this Schedule B, this is not intended to include robo advisors.

    6 For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.


     

    • Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
      Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Shares of the Corresponding Funds.

    Trust/Fund

    Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Bond Market Index Trust Vanguard Institutional Total International Stock Market Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional Extended Market Index Trust

    Vanguard Employee Benefit Index Fund

    Vanguard Employee Benefit Index Fund

    Vanguard Russell 1000 Growth Index Trust Vanguard Russell 1000 Value Index Trust Vanguard Russell 2000 Growth Index Trust Vanguard Russell 2000 Value Index Trust Vanguard Target Retirement Trust

    Corresponding Fund

    Vanguard Total Stock Market Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Market Index Fund Vanguard Institutional Index Fund Vanguard 500 Index Fund Vanguard Extended Market Index Fund

    Vanguard Institutional Index Fund

    Vanguard 500 Index Fund

    Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Institutional Target Retirement Fund (full suite)

     

    • 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 Funds (a “TRT”) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.
    • Accumulation Period ¾ 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:

    • Retail clients. Retail 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. An institutional client 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 an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and (2) the total balance in each account held in the Fund.
    • Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
      Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (“Corresponding Funds”) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds.

    Trust/Fund

    Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Stock Market Index Trust Vanguard Institutional Total Bond Market Index Trust Vanguard Institutional Total International Stock Market Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional 500 Index Trust Vanguard Institutional Extended Market Index Trust

    Vanguard Employee Benefit Index Fund

    Corresponding Fund

    Vanguard Total Stock Market Index Fund Vanguard Institutional Total Stock Market Index Fund Vanguard Total Bond Market Index Fund Vanguard Total International Stock Market Index Fund Vanguard Institutional Index Fund Vanguard 500 Index Fund Vanguard Extended Market Index Fund

    Vanguard Institutional Index Fund

     


     

    Vanguard Employee Benefit Index Fund

    Vanguard Russell 1000 Growth Index Trust Vanguard Russell 1000 Value Index Trust Vanguard Russell 2000 Growth Index Trust Vanguard Russell 2000 Value Index Trust Vanguard Target Retirement Trust

    Vanguard 500 Index Fund

    Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Institutional Target Retirement Fund (full suite)

     

  • 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 underlyinginvestor
      accounts      with the investment minimum amount; or
      (3)      an arrangement is established between VGI and the financial intermediary to allow VGI to
      monitor      compliance with the eligibility requirements.
      Home      office model portfolios offered on wealth management platforms administered by financial
      intermediaries      may offer Institutional Plus Shares, provided:
      (1)      the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and
      (2)      the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.
      A      home office model portfolio must meet the following criteria:
      (1)      the allocations and Funds used in the model portfolios on the platform are set and selected by the
      financial      intermediary (i.e., the firm itself);
      (2)      the allocations and Funds used in the model portfolios on the platform are not subject to change
      by      individual financial advisors; and
      (3)      an arrangement is established between VGI and the financial intermediary to allow 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 - 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. An institutional client 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 an institutional client must disclose to VGI on behalf of its
      accounts      the following: (1) the client acts as a common-decision maker for each account; and (2) the
      total      balance in each account in the Fund.
  • Financial intermediary clients. Financial intermediaries generally may hold InstitutionalSelect
      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 underlyinginvestor
      accounts      with the investment minimum amount; or
      (3)      an arrangement is established between VGI and the financial intermediary to allow 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 Participant, as defined in Paragraph III.F 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 Fund’s 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 consisting predominantly of securities with the Fund.

    Transition Shares – Eligibility Requirements

    Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more 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: November 30, 2018


    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)      When can conflicts of interest arise?
    (b)      What types of conflicts of interest must I avoid?
    (c)      Which conflicts of interest do I need to disclose?
    (d)      When and how do I disclose conflicts of interest?
    Section 3. Outside Business Activities 6
    3.1 Outside Business Activity Requirements  

     

    (a)      Am I prohibited from engaging in any outside business activities?
    (b)      Am I required to obtain preclearance for any outside business activities?
    (c)      What outside business 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. Antitrust and Competition Policy . 12
    Section 7. Duty of Confidentiality 12
    Section 8. Personal Trading and Reporting Requirements . 12
    8.1 General Trading Prohibitions and Reporting Requirements  
    (a) What are the general trading prohibitions?  
    (b) Am I required to maintain Securities in a brokerage account at Vanguard?  
    (c) What am I required to report?  

     

    8.2 Additional Trading and Reporting Requirements for Investment Persons . 15

    (a)      Which Securities trades am I required to preclear?
    (b)      How do I obtain preclearance?
    (c)      How long is my preclearance approval valid?
    (d)      Am I required to obtain preclearance before investing in a Private Placement?
    (e)      Are there Securities transactions that I do not need to preclear?
    (f)      Am I subject to restrictions on my personal trading in Covered Securities?
    (g)      Am I prohibited from engaging in certain Securities transactions?
    (h)      What happens if I make a “short-term trade” in a Vanguard Fund?
    (i)      Are there any additional reporting requirements that apply to me?

     

    Table of Contents (continued)

    8.3 Additional Trading Prohibitions and Reporting Requirements for Fund Access Persons 20 (a) Which Securities trades am I required to preclear?

    (b) How do I obtain preclearance?

    (c) How long is my preclearance approval valid?

    (d) Am I required to obtain preclearance before investing in a Private Placement? (e) Are there Securities transactions that I do not need to preclear?

    (f) Am I subject to restrictions on my personal trading in Covered Securities? (g) Am I prohibited from engaging in any Securities transactions?

    (h) What happens if I make a “short-term trade” in a Vanguard Fund? (i) Are there any additional reporting requirements that apply to me?

    8.4 Additional Trading Prohibitions and Reporting Requirements for VAI Access Persons . 24 (a) Am I required to preclear Security trades?

    (b) Am I required to obtain preclearance before investing in a Private Placement? (c) Am I prohibited from engaging in any Securities transactions?

    (d) What happens if I make a “short-term trade” in a Vanguard Fund? (e) Are there any additional reporting requirements that apply to me?

    8.5 Additional Trading Prohibitions for Non-U.S. Crew Members . 26

    (a)      What are the additional trading prohibitions?
    (b)      What are the Vanguard Fund reporting requirements in Australia?
    (c)      What are the additional trading restrictions for Japan?
    (d)      What additional information is required to be reported for accounts where I have Investment Discretion?
    Section 9. Certification Requirements 28
    9.1 What am I required to certify initially?  
    9.2 What am I required to certify annually?  
    Section 10. Penalties and Sanctions 28
    10.1 How are violations administered by Compliance?  
    10.2 How is an appropriate sanction determined?  
    10.3 How is the materiality of a violation determined?  
    10.4 What are my obligations to report a violation?  
    Section 11. Waivers 29
    Appendix A. Definitions 31
    Appendix B. Independent Directors and Trustees 36

     


     


    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.


    Mortimer J. Buckley
    President and Chief Executive Officer


     

    The Code of Ethics at a Glance

    Below are some of the general requirements of the Code of Ethics which may impact you the most. These descriptions are for guidance only. Please consult the applicable provisions of the Code of Ethics for detailed requirements.

    1. Clients’ Interests Come First

    You must serve the interests of Vanguard Clients ahead of your own personal interests.

    2. Conflicts of Interest

    Your actions, decisions, and interests should not compete or conflict with Vanguard or Vanguard Clients’ interests. You must report any potential conflicts of interest to Compliance.

    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 Compliance for certain outside business activities.

    4. Gifts and Entertainment

    When doing business with Vanguard Clients, vendors, potential Vanguard Clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. Under the Gift and Entertainment Policy, you must report certain gifts and entertainment to Compliance.

    5. Anti-Bribery

    You are prohibited from engaging or participating in any form of bribery or corruption.

    6. Antitrust and Competition

    You are prohibited from engaging in activity that could have an anticompetitive effect on the price of goods, services, securities, or other trading conditions in the global marketplace in which we operate.

    7. Insider Trading

    You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.

    8. 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.

    9. Certification Requirements

    On an annual basis, you must acknowledge that you understand the Code of Ethics and will comply with its provisions.

    2


     

    Clients’ Interests
    Come First

    You must serve the
    interests of Vanguard
    Clients ahead of your
    own personal interests.


     

    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 and Contingent Workers. The Code also contains provisions applicable to Independent Directors and Trustees (Appendix B).

    Section 2. Standards of Conduct

    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. You must adhere at all times to the spirit, and not just the letter, of the Code. 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. Accordingly, you must conduct yourself 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 cannot compete or conflict with Vanguard’s interests or the interests of Vanguard Clients. You must ensure that you do not have a conflict with your duties for Vanguard and that you do not use Vanguard’s name, property, facilities, confidential information, relationships, or other assets for personal benefit or for outside work or other endeavors.

    Vanguard Affiliates or your specific department may have additional policies regarding conflicts of interest that you must also follow.

    2.1 Conflicts 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 these factors compete, or give the appearance of competing, with your duty to serve the interests of Vanguard and Vanguard Clients.

    2.1(a) 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 duties, responsibilities, or the terms of your assignment at Vanguard.

    Perceived conflict of interest. A situation where it appears that your personal interests inappropriately influence the performance of your duties, responsibilities, or the terms of your assignment at Vanguard - whether founded or not.

    Potential conflict of interest. A situation that could arise in the future where your personal interests would affect your duties, responsibilities, or the terms of your assignment at Vanguard.

    Depending on your role or the terms of your assignment at Vanguard, the potential for conflict may also arise where an Immediate Family Member is employed by, or associated with, a company with which Vanguard has or is looking to establish a relationship.

    Example:Your spouse is employed as a trader at a brokerage firm that executes Vanguard Fund trades - if 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 may exist.

    4


     


    Your actions, decisions, and
    interests should not compete
    or conflict with Vanguard or
    Vanguard Clients’ interests.
    You must report any potential
    conflicts of interest to
    Compliance.


     

    2.1(b) What types of conflicts of interest must I avoid?

    You need to avoid situations where a conflict of interest could arise, including:

    Any business interest that competes, directly or indirectly, with the interests of Vanguard or Vanguard Clients while working on Vanguard matters.

    Any situation where you would benefit, directly or indirectly, from Vanguard’s dealings with others.

    2.1(c) Which conflicts of interest do I need to disclose?

    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 or positions (e.g., board member) of an Immediate Family Member that may present the potential for conflict with Vanguard and its activities (e.g., relationships with potential or existing vendors or financial institutions, including banks, with whom Vanguard conducts business).

    2.1(d) When and how do I disclose conflicts of interest?

    Report any conflicts – whether actual, perceived, or potential – to Compliance as soon as they arise. Contact Compliance if you encounter a conflict that is not explicitly addressed by our policies, or is potentially significant to a business area or across divisions.

    Certain Vanguard Affiliates or departments may have additional policies regarding conflicts of interest. Crew Members and Contingent Workers in those departments must also follow those policies. If in doubt about whether you are subject to additional departmental or Vanguard Affiliate policies, please check with your Vanguard manager or Compliance.

    Contingent Workers must also consult with their employer if an actual, perceived, or potential conflict arises.

    MCO Resource – To disclose conflicts of interest, complete a Conflicts of Interest Disclosure Form via MCO.

    Section 3. Outside Business Activities

    You are permitted to engage in certain outside business activities (permanent, part-time, or one-time assignment) during your personal time. However, those activities must not adversely affect Vanguard or present a conflict of interest. Your job at Vanguard must come first over other business opportunities, nonprofit activities, or a second job. Be mindful of conflicts, obtain any necessary approvals, and be aware that you may be required to discontinue an activity if a conflict exists.

    While Contingent Workers are exempt from the requirements of Section 3, those Contingent Workers who hold a FINRA license are required to comply with the FINRA Licensing Policy on CrewNet.

    In addition to the requirements and restrictions in this section, the following supplemental policies may apply to Crew Members: 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 requirement in the Code and a more restrictive requirement in one of these supplemental policies, the more restrictive requirement outlined in the Senior Executive Covered Activity Policy or the Managing Director Outside Business Activity Policy will govern.

    Web Resource – If you are FINRA licensed, you are also required to comply with the FINRA Licensing Policy on CrewNet.

    6


     


    You may engage in outside business activities that do not conflict with Vanguard’s interests; however, you must obtain approval from Compliance for certain outside business activities.


     

    3.1 Outside Business Activity Requirements 3.1(a) Am I prohibited from engaging in any outside business activities?

    Yes. 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 registering as an independent investment advisor; or engaging in any business activity similar to 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).

    Using Vanguard time, equipment, services, or property or enlisting Crew Members for the benefit of the outside business activity.

    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. Certain elected or appointed political positions.

    3.1(b) Am I required to obtain preclearance for any outside business activities?

    Yes. You are required to obtain prior written approval for the following outside business activities: Compensated positions held outside of Vanguard, including positions with a nonprofit

    or charitable organization.

    All entrepreneurial activities, including home and family businesses and independent consulting.

    Volunteer positions that involve reviewing, 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. Example: You are the executive director of a local chamber of commerce or on the board of a wildlife protection organization.

    Any board position, whether compensated or non-compensated, including advisory positions.

    This includes, but is not limited to, 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.

    Crypto Mining for Digital Currencies, Digital Utility Tokens, or Digital Security Tokens.

    Engaging in an equity or a debt-based Crowdfunding project or venture.

    8


     

    Gifts and
    Entertainment

    When doing business
    with Vanguard Clients,
    vendors, potential
    Vanguard Clients, and
    others, you must abide
    by limitations on giving
    and receiving gifts and
    business entertainment.
    Under the Gift and
    Entertainment Policy, you
    must report certain gifts
    and entertainment to
    Compliance.

    Anti-Bribery

    You are prohibited from engaging or participating in any form of bribery or corruption.


     

    3.1(c) What outside business 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, provided that the property does not do business with Vanguard.

    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?

    Other than those outside business activities described in Section 3.1(c), 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 certain situations, you may receive a follow-up form from Compliance requiring you to obtain approval from a Vanguard Officer or Managing Director.

    Note: Vanguard Officers may not accept or participate in any outside business activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from Compliance.

    MCO Resource – To seek approval, you must complete the Outside Business Activities Form via MCO.

    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 bribery and corruption in all forms. You must not offer, give, or receive anything of value for the purpose of improperly obtaining business, 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.

    10


     


    You are prohibited from engaging
    in activity that could have an
    anticompetitive effect on the price
    of goods, services, securities, or
    other trading conditions in the global
    marketplace in which we operate.


     

    Section 6. Antitrust and Competition Policy

    You are subject to Vanguard’s Antitrust and Competition Policy, which prohibits you from engaging in activity that could have an anticompetitive effect on the price of goods, services and/or securities or other trading conditions in the global marketplace in which we operate.

    Web Resource – Refer to the Antitrust and Competition Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.

    Section 7. Duty of Confidentiality

    You must keep confidential any nonpublic information you may have obtained while working at Vanguard or while on assignment at Vanguard. This information includes, but is not limited to information about:

    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).

    Current or prospective Vanguard Clients (e.g., their personal information, Investments, or account transactions).

    Other Crew Members, Contingent Workers, or Independent Directors and Trustees (e.g., their pay, benefits, position level, and performance ratings).

    Vanguard business activities (e.g., new services, products, technology, or business initiatives).

    You must not disclose confidential information to any other person unless it is necessary for the performance of your duties for Vanguard, there is a business purpose for doing so, and such disclosure is authorized by Vanguard.

    Contingent Workers may also be subject to a non-disclosure agreement and/or a service or supply agreement with specific confidentiality

    provisions. In addition to the requirements of the Code, you must act at all times in accordance with the specific confidentiality provisions in such agreements. Contact your employer for more information.

    Section 8. Personal Trading Activities

    You must avoid taking personal advantage of your knowledge of Securities activity in Vanguard Funds or Vanguard 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. There are additional trading prohibitions and reporting requirements if you are designated as either an Investment Person (Section 8.2), Fund Access Person (Section 8.3), or VAI Access Person (Section 8.4).

    Regardless of your designation, Compliance has the authority, with appropriate notice to you, to apply any or all of the trading restrictions within the Code.

    8.1 GeneralTrading Prohibitions and Reporting Requirements

    The requirements of this Section 8.1(a) apply to all persons subject to the Code. The requirements of Section 8.1(c) apply to all Crew Members and Contingent Workers deemed Associated Persons.

    8.1(a) What are the general trading prohibitions?

    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 or Vanguard Client account.

    Intentionally, recklessly, or negligently circulating false information or rumors that may affect the securities markets or may be perceived as market manipulation.

    Trading on knowledge of Vanguard Fund activities. Taking personal advantage of knowledge of recent, impending, or planned

    12


     


    You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.


     

    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). These prohibitions apply to all Securities in which you have acquired or will acquire Beneficial Ownership.

    Vanguard InsiderTrading Policies. You are subject to the Insider Trading Policy and/or any similar policy of the Vanguard Affiliate for which you work. Each of these policies are considered an integral part of the Code. Each policy prohibits you from buying or selling any Security while in possession of material, nonpublic information about the issuer of the Security. The policies prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.

    Vanguard FundTrading. When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you and your Immediate Family Members must adhere to the policies and standards set forth in the fund’s prospectus, or offering document, including policies on market-timing and frequent trading.

    Initial Coin Offerings. You are prohibited from participating in an Initial Coin Offering.

    Web Resource – Refer to your local Insider Trading Policy on the Code of Ethics Resource page on CrewNet for further information.

    8.1(b) Am I required to maintain Securities in a brokerage account at Vanguard?

    U.S. Crew Members: Yes. You and your Immediate Family Members are required to maintain all Reportable Securities within a Vanguard Brokerage Account. You may hold Vanguard Funds, other than Vanguard ETFs, outside of Vanguard. Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 Plans, and Compliance-approved accounts are exempt from this requirement (e.g., Managed Account). Vanguard ETFs must be held within a Vanguard Brokerage Account.

    Non-U.S. Crew Members: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.

    U.S. and Non-U.S. Contingent Workers: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.

    Web Resource – Refer to the U.S. Crew -Securities to be Held at Vanguard document, which can be accessed from the Code of Ethics Resource page on CrewNet.

    8.1(c) What am I required to report?

    The requirements of this Section apply to all Crew Members and Contingent Workers deemed Associated Persons.

    Initial Holdings Report – Within ten calendar days of joining Vanguard, you must disclose all Covered Accounts and all Reportable Securities held by you or an Immediate Family Member. 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 before joining Vanguard.

    MCO Resource – You will receive an Initial Certification to complete which will include a section to disclose Covered Accounts and all Reportable Securities via MCO.

    In addition, you must notify Compliance 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).

    MCO Resource – Disclose new Covered Accounts and Reportable Securities via MCO.

    14


     

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Non-Access Persons
    document, which can be
    accessed from the Code
    of Ethics Resource page
    on CrewNet.

    Duplicate statements and transaction confirmations – You must disclose transactions in Reportable Securities made by you and your Immediate Family Members. For any disclosed Vanguard Brokerage Accounts, Compliance will receive transaction confirmations automatically. For each approved Covered Account and any holdings of Reportable Securities held outside of Vanguard, it is your responsibility to ensure duplicate statements and transaction confirmations are delivered to Compliance. If the sponsor of your Covered Account is not able to send statements and daily transaction confirmations (electronic or paper) directly to Vanguard, you will be required to submit copies through MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You do not need to report an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (e.g., a traditional checking account).

    Contingent Workers deemed Associated Persons are required to comply with and are subject to the Securities Account Reporting Obligations on CrewNet.

    8.2 AdditionalTrading and Reporting Requirements for Investment Persons

    The requirements of this Section 8.2 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which an Investment Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as an Investment Person, reference the Investment Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.

    8.2(a) Which Securities trades am I required to preclear?

    You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security and in a Vanguard ETF.

    By seeking preclearance, you will be deemed to be advising Compliance that you:

    Do not possess any material, nonpublic information relating to the security.

    Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.

    Believe the proposed trade is available to any market participant on the same terms.

    Non-U.S. Investment Persons may be subject to additional restrictions. See Section 8.5.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Investment Persons
    document, which can be
    accessed from the Code
    of Ethics Resource page
    on CrewNet.

    8.2(b) How do I obtain preclearance?

    You must receive preclearance through the MCO system or from an authorized member of Compliance. Transactions in Covered Securities and Vanguard ETFs may not be executed before you receive approval.

    Same day limit orders are permitted; however, good ‘til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.

    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

    15


     

    of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.

    MCO Resource – Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.

    8.2(c) How long is my preclearance approval valid?

    U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.

    Non-U.S.: 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.

    8.2(d) Am I required to obtain preclearance before investing in a Private Placement?

    Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. 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 Vanguard Client accounts.

    You are being offered the opportunity due to your employment at, or association with, Vanguard.

    If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.

    MCO Resource – To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.

    8.2(e) Are there Securities transactions that I do not need to preclear?

    Yes. You are not required to obtain preclearance for the following:

    Purchases or sales of Vanguard Funds. Note: The purchase or sale of Vanguard ETFs require preclearance.

    Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the Covered Security (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).

    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.

    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.



     

    8.2(f) Am I subject to restrictions on my personal trading in Covered Securities?

    Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

    If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

    If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.

    In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).

    In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

    In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

    Quick Guide: For
    example on the above
    trade scenarios, refer
    to Code of Ethics Q&A,
    which can be accessed
    from the Code of
    Ethics Resource page
    on CrewNet.

    Compliance may exempt from these restrictions trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

    Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.

    Web Resource – Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Investment Persons
    document, which can be
    accessed from the Code
    of Ethics Resource page
    on CrewNet.

    8.2(g) Am I prohibited from engaging in certain Securities transactions?

    Yes. You are prohibited from engaging in the following Securities transactions:

    Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any

    18


     

    Option on any Covered Security (including Options on ETFs).

    Initial Public Offerings and Secondary Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary 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 or a Vanguard ETF at a profit, as well as selling and then repurchasing a Covered Security or a Vanguard ETF at a lower price within 60 calendar days. Gains are calculated based on last in, first out method for purposes of this restriction. 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.

    Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.

    8.2(h) What happens if I make a “short-term trade” in a Vanguard Fund?

    Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, 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 Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your 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 (ii) through an Automatic Investment Program.

    Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

    Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds). As noted above, Investment Persons are prohibited from purchasing and then selling any Vanguard ETF at a profit, as well as selling and then repurchasing a Vanguard ETF at a lower price within 60 calendar days

    8.2(i) Are there any additional reporting requirements that apply to me?

    In addition to the standard reporting requirements set forth in Section 8.1(c), 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.

    The information must be updated in MCO no later than ten calendar days after you become an Investment Person or joining Vanguard.

    QuarterlyTransactions Report – Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state “None.” You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.

    Annual Holdings Report – Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

    If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.

    19


     

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Investment Persons,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    MCO Resource – Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO

    8.3 AdditionalTrading Prohibitions and Reporting Requirements for Fund Access Persons

    The requirements of this Section 8.3 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a Fund Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a Fund Access Person, reference the Fund Access Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.

    8.3(a) Which Securities trades am I required to preclear?

    You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security.

    By seeking preclearance, you will be deemed to be advising Compliance that you:

    Do not possess any material, nonpublic information relating to the security.

    Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.

    Believe the proposed trade is available to any market participant on the same terms.

    Non-U.S. Fund Access Persons may be subject to additional restrictions. See Section 8.5(a).

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Fund Access
    Persons document,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    8.3(b) How do I obtain preclearance?

    You must receive preclearance through the MCO system or by contacting Compliance. Transactions in Covered Securities may not be executed before you receive approval.

    Same day limit orders are permitted; however, good ‘til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.

    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. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.

    MCO Resource – Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.

    8.3(c) How long is my preclearance approval valid?

    U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit

    20


     

    order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.

    Non-U.S.: 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.

    8.3(d) Am I required to obtain preclearance before investing in a Private Placement?

    Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. 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 Vanguard Client
    accounts.
    You are being offered the opportunity due
    to your employment at, or association with,
    Vanguard.

     

    If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.

    MCO Resource – To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.

    8.3(e) Are there Securities transactions that I do not need to preclear?

    Yes. You are not required to obtain preclearance for the following:

    Purchases or sales of Vanguard Funds.
    Purchases or sales where the person
    requesting preclearance has no direct or
    indirect influence or control over the account
    (e.g., you have a trust in your name but you
    are not the trustee who places the transaction,
    provided you have granted Investment
    Discretion to the trustee and there has been
    no prior communication between you and the
    trustee regarding the transaction).
    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.

     

    8.3(f) Am I subject to restrictions on my personal trading in Covered Securities?

    Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the “blackout period”).

    If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.

    If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the

    21


     

    Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.

    In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).

    In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Fund’s sale price (as long as your sales price is higher), multiplied by the number of shares you sold.

    Quick Guide: For
    example on the above
    trade scenarios, refer
    to Code of Ethics Q&A,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.

    Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).

    The blackout period will not apply to a Fund Access Person’s sale of any stock for which the market capitalization exceeds US$5 billion, provided that

    the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 in any 30-day rolling period. Sales of securities with market capitalizations below US$5 billion, or that exceed US$10,000 in any 30-day rolling period, will continue to be subject to the blackout periods unless Compliance grants a waiver.

    Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.

    Web Resource – Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.

    8.3(g) Am I prohibited from engaging in any Securities transactions?

    Yes. You are prohibited from engaging in the following Securities transactions:

    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).
    Initial Public Offerings and Secondary

     

    Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary 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. Gains are
    calculated based on last in, first out method
    for purposes of this restriction. If you realize
    profits on short-term trades, you will be

     

    22


     

    required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code. 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.

     

    8.3(h) What happens if I make a “short-term trade” in a Vanguard Fund?

    Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, 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 Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your 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 (ii) through an Automatic Investment
    Program.

     

    Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

    Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).

    8.3(i) Are there any additional reporting requirements that apply to me?

    In addition to the standard reporting requirements set forth in Section 8.1(c), 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.

     

    The information must be updated in MCO no later than ten calendar days after you become a Fund Access Person or joining Vanguard.

    QuarterlyTransactions Report – Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state “None.” You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.

    Annual Holdings Report – Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

    If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for Fund Access Persons,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    MCO Resource – Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.

    23


     

    8.4 AdditionalTrading Prohibitions and Reporting Requirements for VAI Access Persons

    The requirements of this Section 8.4 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a VAI Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a VAI Access Person, reference the VAI Access Person Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.

    8.4(a) Am I required to preclear Security trades?

    No. You are not required to preclear transactions in Covered Securities for you and your Immediate Family members.

    Quick Guide: Refer
    to the Trading and
    Reporting Requirements
    for VAI Access Persons,
    which can be accessed
    from the Code of Ethics
    Resource page on
    CrewNet.

    8.4(b) Am I required to obtain preclearance before investing in a Private Placement?

    Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. 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 Vanguard Client accounts.

    You are being offered the opportunity due to your employment at, or association with, Vanguard.

     

    If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.

    MCO Resource – To seek preclearance of a Private Placement complete the Outside Business Activities Form via MCO.

    8.4(c) Am I prohibited from engaging in any Securities transactions?

    Yes. You are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:

    Initial Public Offerings and Secondary
    Offerings. You are prohibited from acquiring
    Securities in an Initial Public Offering or
    Secondary 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 to The Vanguard Group Foundation
    (exclusive of commissions). In addition, the
    trade will be recorded as a violation of the
    Code.
    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

     

    24


     

    for $12. Note: These types of transactions can have unintended consequences. For example, your call option could be assigned, causing the underlying Security to be called away within sixty (60) calendar days following the purchase of the Covered Security and will be recorded as a violation of the Code.

    8.4(d) What happens if I make a “short-term trade” in a Vanguard Fund?

    Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, 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 Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by the you or your 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 (ii) through an Automatic Investment Program.

     

    Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.

    Note:This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).

    8.4(e) Are there any additional reporting requirements that apply to me?

    In addition to the standard reporting requirements set forth in Section 8.1(c), 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.

     

    The information must be updated in MCO no later than ten calendar days after you become a VAI Access Person or joining Vanguard.

    QuarterlyTransactions Report – Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state “None.” You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.

    Annual Holdings Report – Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.

    Quick Guide: Refer to
    the Trading and Reporting
    Requirements for VAI
    Access Persons, which
    can be accessed from the
    Code of Ethics Resource
    page on CrewNet.

    MCO Resource - Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.

    25


     

    8.5 AdditionalTrading Prohibitions for Non-U.S. Crew Members

    The requirements of this Section 8.5 are in addition to the requirements of Section 8.1 as well as the requirements of Section 8.2, 8.3, or 8.4, as applicable.

    8.5 (a) What are the additional trading prohibitions?

    There are additional trading requirements and restrictions for Crew Members in Australia as well as for Crew Members and Contingent Workers in Japan.

    8.5(b) What are the Vanguard Fund reporting requirements in Australia?

    You and your Immediate Family Members will be required to disclose Vanguard Fund accounts in MCO 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.

    8.5(c) What are the additional trading restrictions for Japan?

    Crew Members and Contingent Workers including their Immediate Family Members are prohibited from activities including, but not limited to engaging in margin transactions, Securities-related derivatives transactions, and specified OTC derivatives transactions on their own account.

    8.5(d) What additional information is required to be reported for accounts with third party Investment Discretion?

    If you or your Immediate Family Member have an arrangement in place with a third party to manage Securities on a discretionary basis, you must provide a copy of the Discretionary Agreement

    Approval request to Compliance in advance of effecting any transactions subject to the agreement.

    Web Resource – Request and complete a Discretionary Agreement Approval Request Form.

    26


     

    Certification

    Requirements

    On an annual
    basis, you must
    acknowledge that
    you understand the
    Code of Ethics and
    will comply with its
    provisions.


     

    Section 9. Certification Requirements

    9.1 What am I required to certify initially?

    Initial Certification – Within 10 calendar days after joining Vanguard, you must certify to Compliance that you have read, understand, and will comply with all applicable requirements of the Code and Code-related policies.

    9.2 What am I required to certify annually?

    Annual Certification – Within 30 calendar days of receipt, you must certify that you have read, understand, and have and will continue to comply with all applicable requirements of the Code and Code-related policies.

    Section 10. Penalties and Sanctions

    Any violations and potential violations of the Code will be investigated by Compliance or, if necessary, the Global Code of Ethics Committee. Once it has been determined that there was a violation, you will be subject to sanctions, as described below. Compliance will utilize a rolling 24-month period when evaluating whether to sanction a violation. The terms of the Disciplinary Action Policy will also apply.

    For violations involving a Contingent Worker, Compliance will consult with a local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.) and the appropriate employer regarding disciplinary action.

    10.1 How are violations administered by Compliance?

    The sanctions program for non-material violations of the Code (e.g., late certification submissions, missed preclearance of a Covered Security, late in providing account confirms/statements, failure to observe the holding period requirements, etc.) and material violations will generally operate as follows:

    The process for addressing non-material and material violations will include the following:

    First non-material violation in a rolling 24-month period - Letter of Education.

    Compliance will send the applicable Crew Member, his or her direct manager, and Human Resources or Crew Relations a summary of the violation.

     

    Second non-material violation in a rolling 24-month period - Letter of Caution.

    Compliance will send a letter of caution to the Crew Member and his or her direct manager for both parties to sign and return to Compliance. Compliance will have the direct manager add a first written warning to Workday. Compliance also will notify the Chief Compliance Officer, the Crew Member’s direct officer, and Human Resources or Crew Relations.

    Third non-material violation in a rolling 24-month period - Letter of Violation.

    Compliance will report the violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning) if warranted.

    Material violation. Compliance will report the material violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning, termination, etc.) in its discretion.

     

    10.2 How is an appropriate sanction determined?

    In addition to the foregoing, Compliance may, as authorized by the Chief Compliance Officer and in consultation with the appropriate local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.), impose sanctions for violations of the Code that are considered to be necessary and appropriate under the circumstances and in the best interests of Vanguard and Vanguard Clients.

    As mentioned above, certain violations will be reported to the Global Code of Ethics Committee, which will impose sanctions in its discretion. These

    28


     

    sanctions, subject to local laws, may include, but are not limited to, one or more of the following: personal trading suspension, profit disgorgement, negative adjustment to performance review and compensation, final written warning, termination of employment or referral to civil or criminal authorities, or any other sanction as may be determined by the Global Code of Ethics Committee in its discretion.

    10.3 How is the materiality of a violation determined?

    Compliance and/or the Committee will consider a variety of factors including, but not limited to, whether there was a violation of law, the frequency of violations, the monetary value of the violation in question, violations that impact a Vanguard Client, or violations that are egregious, malicious, or repetitive in nature.

    10.4 What are my obligations to report a violation?

    You are required to immediately report a violation of the Code to the local Compliance Department once you become aware of a violation.

    Section 11. Waivers

    The Chief Compliance Officer may grant exceptions to this Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that (1) the proposed conduct involves no opportunity for abuse, (2) the proposed conduct does not conflict with Vanguard’s interests, and (3) not granting an exception would result in an unfair or unjust outcome.

    The Chief Compliance Officer may waive the applicability of the Code for a Contingent Worker if the Code’s requirements are covered through the applicable service provider’s contract with Vanguard.

    29


     

    Appendices

    Appendix A.

    Definitions

    Appendix B.

    Independent Directors and Trustees


     

    Appendix A. Definitions

    The following definitions apply throughout the Code.

    Term Definition
     
    Access Person Any person designated as an Investment Person, Fund Access Person, or VAI Access Person.
    American Depository A receipt that represents a specific number of shares of a foreign-based corporation held by a
    Receipts (ADRs) U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can
      gain exposure to securities of foreign-based companies while investing in the U.S. instead of in
      foreign markets.
    Associated Persons Any person who conducts securities business on behalf of the Vanguard Marketing Corporation
      (VMC). This includes all FINRA-licensed Contingent Workers, as well as non-licensed Contingent
      Workers who perform certain operational and administrative functions for VMC.
    Automatic Investment A program in which regular periodic purchases (or withdrawals) are made automatically in (or
    Program from) Investment accounts, according to a predetermined schedule and allocation. An Automatic
      Investment Program includes a dividend reinvestment plan.
    Bankers' Acceptance A time draft drawn on a commercial bank by a borrower usually in connection with an
      international commercial transaction. Bankers’ acceptances are usually guaranteed by the bank.
     
    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 a Covered Account over which you have decision making authority (for example,
        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 obligation issued by a corporation, government, or government agency that entails
      repayment of the principal amount of the obligation at a future date, usually with interest.
     
    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 you can transact in Securities, including Automatic Investment Programs,
      employee stock purchase programs, and employee stock option programs.
     
    Certificate of Deposit An insured, interest-bearing deposit at a bank that requires the depositor to keep the money
    (CD) 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 stock.
    Commercial Paper A promissory note issued by a company in need of short-term financing.

     

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    Contingent Workers

    A Contingent Worker is a broad term that refers to any person providing services to Vanguard who Vanguard has not designated as a Crew Member.

    Contingent Workers generally include individuals performing services for or on behalf of Vanguard through staffing firms, consulting firms, service providers, and as independent contractors, other than those who work for an independent organization with expertise in a specific function that is peripheral to Vanguard’s core business (e.g., security, landscaping, and food services).

    Note: Compliance may waive the applicability of the Code for a Contingent Worker if Compliance deems the Code’s requirements are covered through their service provider’s contract with Vanguard.

    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.)

    Corporate Action

    A corporate action is any activity by an issuer that can change its shareholders’ ownership. Examples include mergers, stock splits, dividends, Rights issues, etc.

     

    Covered Account

    A Vanguard Fund account, a Brokerage Account, and any other type of account that holds, or is capable of holding, Reportable Securities.

     

    Covered Security

    Any Security, other than (i) Direct Obligations of a Government; (ii) Bankers' Acceptances, Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, including Repurchase Agreements; (iii) shares issued by Open-End Funds (although for European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another fund subject to supervision under the law of an European Economic Area (EEA) state which is an index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; (v) exchange-traded funds and exchange-traded notes, and (vi) Digital Security Tokens.

    Crew Member

    Crowdfunding

    All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund.

    The use of small amounts of capital from a large number of individuals to finance a new business venture. This is an evolving method of raising capital, typically done through the Internet.

     

    Crypto Mining

    The act of running or facilitating any computational process for purposes of receiving compensation in the form of a Digital Currency, Digital Utility Token, or Digital Security Token. Crypto Mining may be done either directly or indirectly. Indirect Crypto Mining involves any investment or participation in a venture that engages in direct Crypto Mining.

    Debenture

    Direct Obligations of a Government

    Digital Currency

    An unsecured debt obligation backed only by the general credit of the borrower.

    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.

    A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority,; (3) relies on algorithmic techniques to regulate the generation of new units of the digital asset; and (4) has transactions involving the digital asset recorded on a decentralized network or distributed ledger (e.g., blockchain). A Digital Currency is distinguishable from a Digital Security Token or a Digital Utility Token.

    Digital UtilityToken

    A digital asset that (1) provides access to a particular network, product, or service; (2) derives its value primarily from providing access to a particular network, product, or service; and (3) does not function as a Digital Currency or Digital Security Token.

    Digital SecurityToken

    Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security Token may: (1) derive its value primarily from, or represent an interest in a separate asset or pool of assets; or (2) represent an interest an enterprise or venture. A Digital Security Token may provide owners or holders with voting rights, rights to distributions, or other rights associated with ownership. Digital Security Tokens are generally held for speculative investment purposes and not to provide holders with access to a particular network, product, or service. Digital Security Tokens, like other investments, are generally not used as a medium of exchange.

    Note: Whether or not an asset is a Digital Security Token depends on specific facts and circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital Security Token even if it has some purported utility. Please contact Compliance if you have any questions regarding whether an asset is a Digital Security Token

     

    32


     

    Evidence of Indebtedness

    Exchange-Traded Fund (ETF)

    Written agreements for enforceable obligations to pay money.

    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, whose returns are based on the performance of an underlying index and 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 (other than officers designated as an Investment Person), director, or trustee of Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees; or anyone who has access to nonpublic information regarding a Vanguard Fund’s impending purchases or sales of Securities, or nonpublic information regarding the portfolio holdings of any Vanguard Fund.  For anyone not an officer, Compliance designates Fund Access Persons individually or by department number. For a list of Fund Access Person departments, please see the Fund Access Person Departments list on CrewNet.

    Futures/Futures Contract

    A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), 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.

    High-Quality Short-Term Debt Instrument

    An instrument that has a maturity at issuance of less than 366 days and 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

    Initial Coin Offering (ICO)

    Your spouse, domestic partner (an unrelated adult with whom you share your home and contribute to each other's support), and minor children

    An initial offer or sale of a Digital Security Token.

    Note: Whether or not an offering is an ICO depends on specific facts and circumstances. Please contact Compliance before participating in an initial offering of a Digital Currency or Digital Utility Token.

    Initial Public Offering (IPO)

    Independent Directors andTrustees

    Investment

    A corporation’s first offering of common stock to the public.

    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.

    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, power of attorney).

     

    Investment Person

    Anyone who, in connection with his or her regular functions or duties, makes or participates in making any recommendations regarding the purchase or sale of Securities by a Vanguard Fund; and anyone designated by Compliance including, but not limited to, those who obtain nonpublic information concerning recommendations made to a Vanguard Fund. Compliance will designate Investment Persons individually or by department number. For a list of Investment Persons departments, please see the Investment Persons Departments list on CrewNet.

    Managed Account

    A Managed Account is an investment account that is owned by an investor and overseen by a hired professional money manager. The investor has no trading discretion on the account.

     

    Managed Services Workers

    A Contingent Worker who provides services to Vanguard and who is employed by an independent organization with expertise in a specific function that is peripheral to Vanguard’s core business (e.g., security, landscaping, and food services).

     

    33


     

    Money Market Fund

    A type of mutual fund that invests in short-term debt securities with the purpose of providing liquidity and interest at a low risk to shareholders. Money market funds generally seek to maintain a stable net asset value of $1.00 per share.

     
     

    MyComplianceOffice (MCO)

    Non-Access Person

    MyComplianceOffice (MCO) is a third-party web based application that allows Crew and Contingent Workers to report and update certain information, as required by the Code.

    Anyone who has not been designated as either an Investment Person, a Fund Access Person, or a Vanguard Advisers, Inc. 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

    Option

    A mutual fund that has an unlimited number of shares available for purchase.

    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, including foreign currencies and Digital Currencies (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on one particular date.

    Private Placement

    A Security that is not registered or required to be registered under the U.S. federal securities laws. Private Placements are generally sold 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. Private Placements may include, among others, interests in hedge funds (including limited partnership interests) and shares of private companies. Investors in Private Placements are usually banks, mutual funds, insurance companies, pension funds, edge funds, and high net worth individuals. Private Placements are typically held or maintained outside of Vanguard.

    Private Securities Transaction

    Real Estate Investment Trust (REIT)

    The acquisition, purchase, sale, or disposition of a Private Placement.

    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 generally 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

    Repurchase Agreement

    Any Covered Security (as defined above), ETFs, ETNs, and Digital Security Tokens.

    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 (normally the next day).

     

    Rights

    A Security giving stockholders entitlement to purchase new shares issued by the corporation issuer 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, Right, Investment Contract, ETF, ETN, or any other Investment or interest commonly known as a Security.

    Secondary Offering

    The sale of new or closely held shares by a company that has already made an Initial Public Offering.

     

    34


     

    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 movements in a wide range of markets from Shares to currencies, including foreign currencies and Digital Currencies (e.g., Bitcoin), commodities, and interest rates. Spread betting 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.

    Undertakings ForThe Collective Investment Of Transferable Securities (UCITS)

    Unit InvestmentTrust (UIT)

    A regulatory framework of the European Commission that creates a harmonized regime throughout Europe for the management and sale of mutual funds. UCITS funds can be registered in Europe and sold to investors worldwide using unified regulatory and investor protection requirements.

    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

    Vanguard Advisers, Inc. (VAI) Access Person

    The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate.

    Any VAI officer, as well as anyone 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. Compliance will designate VAI Access Persons individually or by department number. For a list of VAI Access Person departments, please see the VAI Access Person Departments list on CrewNet.

    Vanguard Affiliates

    Vanguard Clients

    Any direct or indirect subsidiary of VGI.

    The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, including the Vanguard Funds themselves.

     

    Vanguard ETFs

    Exchange-traded funds (ETFs) sponsored or managed by Vanguard. Vanguard ETFs issue shares that can be bought or sold throughout the day in the secondary market at a market-determined price. A Vanguard ETF may operate as a share class of a Vanguard Fund or as a standalone investment pool.

    Vanguard Funds

    Vanguard mutual funds, Vanguard 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

    Warrant

    Those Vanguard Crew Members at a Principal level position or higher.

    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.

     

    35


     

    Appendix B. Independent Directors and Trustees

    Independent Directors and Trustees are required to report Securities transactions to Compliance only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Independent 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

    Section 2 Section 5 Section 6 Section 7 Section 8

    Standards of Conduct (excludes the reporting requirements for conflicts of interest) Anti-Bribery Policy Antitrust and Competition Policy Duty of Confidentiality Personal Trading Activities 8.1(a) (excludes bullet 6)

     

    36


     

    Do the right thing


     


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