Form 485BPOS VANGUARD QUANTITATIVE
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 33-08553) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 55 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-04526) UNDER THE INVESTMENT COMPANY ACT | |
| OF 1940 | |
| Amendment No. 57 | [X] |
| VANGUARD QUANTITATIVE FUNDS | |
| (Exact Name of Registrant as Specified in Declaration of Trust) | |
| P.O. Box 2600, Valley Forge, PA 19482 | |
| (Address of Principal Executive Office) | |
| Registrants 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 January 26, 2017 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 Growth and Income Fund |
| Prospectus |
| January 26, 2017 |
| Investor Shares & Admiral Shares |
| Vanguard Growth and Income Fund Investor Shares (VQNPX) |
| Vanguard Growth and Income Fund Admiral Shares (VGIAX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2016. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Fund Summary | 1 | Investing With Vanguard | 23 |
| More on the Fund | 6 | Purchasing Shares | 23 |
| The Fund and Vanguard | 13 | Converting Shares | 26 |
| Investment Advisors | 13 | Redeeming Shares | 27 |
| Dividends, Capital Gains, and Taxes | 16 | Exchanging Shares | 31 |
| Share Price | 18 | Frequent-Trading Limitations | 31 |
| Financial Highlights | 20 | Other Rules You Should Know | 33 |
| Fund and Account Updates | 38 | ||
| Employer-Sponsored Plans | 39 | ||
| Contacting Vanguard | 40 | ||
| Additional Information | 41 | ||
| Glossary of Investment Terms | 42 | ||
Fund Summary
Investment Objective
The Fund seeks to provide a total return (capital appreciation plus dividend income) greater than the return of the Standard & Poor‘s 500 Index.
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 | 0.31% | 0.22% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.03% | 0.01% |
| Total Annual Fund Operating Expenses | 0.34% | 0.23% |
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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 invested $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Investor Shares | $35 | $109 | $191 | $431 |
| Admiral Shares | $24 | $74 | $130 | $293 |
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 96% of the average value of its portfolio.
Principal Investment Strategies
To achieve its objective, the Fund’s advisors use quantitative approaches to select a broadly diversified group of stocks that, as a whole, have investment characteristics similar to those of the S&P 500 Index (which is primarily composed of large-capitalization U.S. stocks) but are expected to provide a higher total return than that of the Index. At least 65% (and typically more than 90%) of the Fund’s assets will be invested in stocks that are included in the Index. Most of the stocks held by the Fund provide dividend income as well as the potential for capital appreciation. The Fund uses multiple investment advisors.
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Principal Risks
An investment in the Fund could lose money over short or even long periods. 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:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk, which is the chance that returns from large-capitalization stocks will trail returns from the overall stock market. Large-cap stocks tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
• Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Growth and Income Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.10% (quarter ended September 30, 2009), and the lowest return for a quarter was –23.47% (quarter ended December 31, 2008).
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| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Growth and Income Fund Investor Shares | |||
| Return Before Taxes | 11.97% | 15.07% | 6.36% |
| Return After Taxes on Distributions | 10.22 | 13.71 | 5.38 |
| Return After Taxes on Distributions and Sale of Fund Shares | 8.18 | 12.01 | 5.01 |
| Vanguard Growth and Income Fund Admiral Shares | |||
| Return Before Taxes | 12.12% | 15.20% | 6.49% |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 11.96% | 14.66% | 6.95% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisors
D. E. Shaw Investment Management, L.L.C. (DESIM)
Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital)
The Vanguard Group, Inc. (Vanguard)
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Portfolio Managers
Philip Kearns, Ph.D., Managing Director of DESIM. He has managed a portion of the Fund since 2014.
Hal W. Reynolds, CFA, Chief Investment Officer and Principal of Los Angeles Capital. He has co-managed a portion of the Fund since 2011.
Thomas D. Stevens, CFA, Chairman and Principal of Los Angeles Capital. He has co-managed a portion of the Fund since 2011.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Fund since 2012.
James P. Stetler, Principal of Vanguard. He has co-managed a portion of the Fund since 2012.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has co-managed a portion of the Fund since 2016.
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. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how to participate in your plan.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.
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More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the
prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.
Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
Plain Talk About Fund Expenses
All mutual funds have operating expenses. These expenses, which are deducted from a funds gross income, are expressed as a percentage of the net assets of the fund. Assuming that operating expenses remain as stated in the Fees and Expenses section, Vanguard Growth and Income Funds expense ratios would be as follows: for Investor Shares, 0.34%, or $3.40 per $1,000 of average net assets; for Admiral Shares, 0.23%, or $2.30 per $1,000 of average net assets. The average expense ratio for large-cap core funds in 2015 was 1.11%, or $11.10 per $1,000 of average net assets (derived from data provided by Lipper, a Thomson Reuters Company, which reports on the mutual fund industry).
Plain Talk About Costs of Investing
Costs are an important consideration in choosing a mutual fund. That is because you, as a shareholder, pay a proportionate share of the costs of operating a fund, plus 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 funds performance.
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The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Funds board of trustees, which oversees the Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Funds investment objective is not fundamental and may be changed without a shareholder vote.
Market Exposure
The Fund invests mainly in common stocks of companies that are part of the S&P 500 Index. Made up mostly of large-cap companies, the Index represents approximately 75% of the market value of all U.S. common stocks. At least 65% (and typically more than 90%) of the Funds assets will be invested in stocks that are included in the Index.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of the Funds stock holdings as of September 30, 2016, was $44.6 billion.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
| U.S. Stock Market Returns | ||||
| (19262016) | ||||
| 1 Year | 5 Years | 10 Years | 20 Years | |
| Best | 54.2% | 28.6% | 19.9% | 17.8% |
| Worst | 43.1 | 12.4 | 1.4 | 3.1 |
| Average | 11.9 | 10.1 | 10.3 | 11.0 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2016. You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10.1%, average annual returns for individual
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5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.
The Fund is subject to investment style risk, which is the chance that returns from large-capitalization stocks will trail returns from the overall stock market. Large-cap stocks tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
Security Selection
The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of stocks for the Fund.
Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisors evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Fund. Different advisors may reach different conclusions on the same security.
Although each advisor uses a different process to select securities, each is committed to using quantitative approaches to select a broadly diversified group of stocks that, as a whole, have investment characteristics similar to those of the S&P 500 Index, but are expected to provide a higher total return than that of the Index.
D. E. Shaw Investment Management, L.L.C. (DESIM) employs quantitative models that seek to capture predominantly bottom-up stock-specific return opportunities while aiming to control the overall portfolio risk and characteristics, such as size, sector weights, and style, to be similar to the benchmark. The advisor continually seeks to enhance the diversified set of models used to identify market inefficiencies, given its belief that such inefficiencies typically are arbitraged away over time. The stock return forecasts generated by these models, along with estimates of various forms of risk and the costs of transacting, are considered by an optimizer in order to construct a portfolio with the highest expected risk-adjusted return, net of trading costs, relative to that of the S&P 500 Index.
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Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital) employs a quantitative model that seeks to emphasize stocks with characteristics that investors are currently seeking and to underweight stocks with characteristics that investors are currently avoiding. The firm believes these investor risk preferences change over time, so its model dynamically adapts to reflect these changes. Although the advisor aims to keep its overall portfolio characteristics similar to those of the S&P 500 Index, certain factors, such as size, sector weights, and style, often may differ from the S&P 500 Index in a risk-controlled manner.
The Vanguard Group, Inc. (Vanguard) constructs a broadly diversified portfolio of domestic stocks based on its assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Funds benchmark, the S&P 500 Index, while seeking to maintain a risk profile similar to that of the Index. This process was developed by a team of Vanguard researchers and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio.
The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
Other Investment Policies and Risks
In addition to investing in U.S. common stocks, the Fund may make other kinds of investments to achieve its objective. The Fund may change its objective without shareholder approval.
Although the Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
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The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Funds securities from falling in value as a result of risks other than unfavorable currency exchange movements.
Vanguard administers a small portion of the Funds assets to facilitate cash flows to and from the Funds advisors. The Fund typically invests its assets in equity futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These equity futures and ETFs typically provide returns similar to those of common stocks. The Fund may also purchase futures or ETFs when doing so will reduce the Funds transaction costs or will have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably
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priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategiesfor instance, by allocating substantial assets to cash equivalent investments or other less volatile instrumentsin response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds 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 advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard 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 requestincluding exchanges from other Vanguard fundswithout 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 funds operation or performance.
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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 investors 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 Vanguards transaction policies.
Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for domestic stock funds was approximately 65%, as reported by Morningstar, Inc., on September 30, 2016.
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This gives an indication of how transaction costs, which are not included in the funds expense ratio, could affect the funds future returns. In general, the greater the volume of buying and selling by the fund, the greater the impact that brokerage commissions and other transaction costs will have on its return. Also, funds with high turnover rates may be more likely to generate capital gains, including short-term capital gains, that must be distributed to shareholders and will be taxable to shareholders investing through a taxable account.
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The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $3.5 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 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 Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
Investment Advisors
The Fund uses a multimanager approach. Each advisor independently manages its assigned portion of the Funds assets, subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Fund assets to be managed by each advisor and may change these proportions at any time.
D. E. Shaw Investment Management, L.L.C., 1166 Avenue of the Americas, Ninth Floor, New York, NY 10036, is a privately-owned investment management firm founded in 2005. As of September 30, 2016, DESIM managed approximately $13.1 billion in assets.
Los Angeles Capital Management and Equity Research, Inc., 11150 Santa Monica Boulevard, Suite 200, Los Angeles, CA 90025, is an employee-owned investment advisory firm founded in 2002. As of September 30, 2016, Los Angeles Capital managed approximately $21 billion in assets.
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The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of September 30, 2016, Vanguard served as advisor for approximately $2.9 trillion in assets.
The Fund pays each of its investment advisors (other than Vanguard) a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Fund relative to that of the S&P 500 Index over the preceding 36-month period (for DESIM) or 60-month period (for Los Angeles Capital). When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease.
Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2016, the aggregate advisory fees and expenses represented an effective annual rate of 0.11% of the Funds average net assets before a performance-based decrease of less than 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 or hire a new investment advisoreither as a replacement for an existing advisor or as an additional advisor. Any significant change in the Funds advisory arrangements will be communicated to shareholders in writing. As the Funds sponsor and overall manager, Vanguard may provide additional investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised.
For a discussion of why the board of trustees approved the Funds investment advisory arrangements, see the most recent annual report to shareholders covering the fiscal year ended September 30.
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The managers primarily responsible for the day-to-day management of the Fund are:
Philip Kearns, Ph.D., Managing Director of DESIM. He has worked in investment management since 1993, has managed investment portfolios since 1998, and has managed a portion of the Fund since 2014. Education: B.Ec., Australian National University; M.S. and Ph.D., University of Rochester.
Hal W. Reynolds, CFA, Chief Investment Officer and Principal of Los Angeles Capital. He has worked in investment management since 1982, has managed investment portfolios since 1998, has been with Los Angeles Capital since the firms inception in 2002, and has co-managed a portion of the Fund since 2011. Education: B.A., University of Virginia; M.B.A., University of Pittsburgh.
Thomas D. Stevens, CFA, Chairman and Principal of Los Angeles Capital. He has worked in investment management and managed investment portfolios since 1976, has been with Los Angeles Capital since the firms inception in 2002, and has co-managed a portion of the Fund since 2011. Education: B.B.A. and M.B.A., University of Wisconsin.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed a portion of the Fund since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
James P. Stetler, Principal of Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has co-managed a portion of the Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He oversees the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed a portion of the Fund since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
15
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are distributed semiannually in June and December; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.
You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.
| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from interest |
| and dividends as well as capital gains from the funds sale of investments. |
| Income consists of both the dividends that the fund earns from any stock |
| holdings and the interest it receives from any money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
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.
16
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
- A sale or exchange of Fund shares is a taxable event. This means that you may have
- capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
| Plain Talk About Buying a Dividend |
| Unless you are a tax-exempt investor or investing through a tax-advantaged |
| account (such as an IRA or an employer-sponsored retirement or savings plan), |
| you should consider avoiding a purchase of fund shares shortly before the fund |
| makes a distribution, because doing so can cost you money in taxes. This is |
| known as buying a dividend. For example: On December 15, you invest $5,000, |
| buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
| December 16, its share price will drop to $19 (not counting market change). You |
| still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
| x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
| receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
| a funds distribution schedule before you invest. |
17
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
- Provide your correct taxpayer identification number.
- Certify that the taxpayer identification number is correct.
- Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
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. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
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Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value. 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 held by a fund are based on the NAVs of the shares. The values of any ETF shares, institutional money market fund shares, or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities.
Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand the Funds 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 reportalong with the Funds financial statementsis 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.
| Plain Talk About How to Read the Financial Highlights Tables |
| This explanation uses the Funds Investor Shares as an example. The Investor |
| Shares began fiscal year 2016 with a net asset value (share price) of $39.55 per |
| share. During the year, each Investor Share earned $0.852 from investment |
| income (interest and dividends) and $4.813 from investments that had |
| appreciated in value or that were sold for higher prices than the Fund paid for |
| them. |
| Shareholders received $3.055 per share in the form of dividend and capital gains |
| distributions. A portion of each years distributions may come from the prior |
| years income or capital gains. |
| The share price at the end of the year was $42.16, reflecting earnings of $5.665 |
| per share and distributions of $3.055 per share. This was an increase of $2.61 per |
| share (from $39.55 at the beginning of the year to $42.16 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 14.79% for the year. |
| As of September 30, 2016, the Investor Shares had approximately $2.8 billion in |
| net assets. For the year, the expense ratio was 0.34% ($3.40 per $1,000 of net |
| assets), and the net investment income amounted to 2.09% of average net |
| assets. The Fund sold and replaced securities valued at 96% of its net assets. |
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| Growth and Income Fund Investor Shares | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $39.55 | $42.69 | $36.02 | $30.73 | $23.86 |
| Investment Operations | |||||
| Net Investment Income | .852 | .729 | .671 | .631 | .549 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 4.813 | (.541) | 6.639 | 5.288 | 6.846 |
| Total from Investment Operations | 5.665 | .188 | 7.310 | 5.919 | 7.395 |
| Distributions | |||||
| Dividends from Net Investment Income | (.790) | (.724) | (.640) | (.629) | (.525) |
| Distributions from Realized Capital Gains | (2.265) | (2.604) | | | |
| Total Distributions | (3.055) | (3.328) | (.640) | (.629) | (.525) |
| Net Asset Value, End of Period | $42.16 | $39.55 | $42.69 | $36.02 | $30.73 |
| Total Return1 | 14.79% | 0.22% | 20.42% | 19.54% | 31.27% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,801 | $2,691 | $2,979 | $2,869 | $2,798 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.34% | 0.34% | 0.37% | 0.36% | 0.36% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.09% | 1.70% | 1.67% | 1.90% | 1.94% |
| Portfolio Turnover Rate | 96% | 116% | 133% | 109% | 102% |
| 1 Total returns do not include account service fees that may have applied in the periods shown. | |||||
| 2 Includes performance-based investment advisory fee increases of 0.00%, 0.00%, 0.02%, 0.01%, and 0.01%. | |||||
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| Growth and Income Fund Admiral Shares | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $64.57 | $69.71 | $58.82 | $50.18 | $38.97 |
| Investment Operations | |||||
| Net Investment Income | 1.466 | 1.272 | 1.176 | 1.097 | .952 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 7.855 | (.897) | 10.833 | 8.633 | 11.168 |
| Total from Investment Operations | 9.321 | .375 | 12.009 | 9.730 | 12.120 |
| Distributions | |||||
| Dividends from Net Investment Income | (1.364) | (1.264) | (1.119) | (1.090) | (.910) |
| Distributions from Realized Capital Gains | (3.697) | (4.251) | | | |
| Total Distributions | (5.061) | (5.515) | (1.119) | (1.090) | (.910) |
| Net Asset Value, End of Period | $68.83 | $64.57 | $69.71 | $58.82 | $50.18 |
| Total Return1 | 14.91% | 0.31% | 20.55% | 19.69% | 31.40% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $3,833 | $3,177 | $2,917 | $2,157 | $1,591 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.23% | 0.23% | 0.26% | 0.26% | 0.25% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.20% | 1.81% | 1.78% | 2.00% | 2.05% |
| Portfolio Turnover Rate | 96% | 116% | 133% | 109% | 102% |
| 1 Total returns do not include account service fees that may have applied in the periods shown. | |||||
| 2 Includes performance-based investment advisory fee increases of 0.00%, 0.00%, 0.02%, 0.01%, and 0.01%. | |||||
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Investor Shares To open and maintain an account. $3,000.
To add to an existing account. Generally $1.
Account Minimums for Admiral Shares
To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them.
To add to an existing account. Generally $1.
23
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
24
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
25
Other Purchase Rules You Should Know
Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs, Vanguard Individual 401(k) Plans, and Vanguard retail-serviced Individual 403(b)(7) Custodial Accounts.
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money orders. In addition, Vanguard may refuse starter checks and 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 funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
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.
26
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. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. See Contacting Vanguard.
Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them.
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.
27
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
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
28
(2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business days 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 KnowGood Order.
29
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds 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 Vanguards 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 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
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No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds 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 investors 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.
31
These frequent-trading limitations do not apply to the following:
- Purchases of shares with reinvested dividend or capital gains distributions.
- Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
- Redemptions of shares to pay fund or account fees.
- Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
- 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 Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
- Purchases of shares with reinvested dividend or capital gains distributions.
- Distributions, loans, and in-service withdrawals from a plan.
- Redemptions of shares as part of a plan termination or at the direction of the plan.
- Transactions executed through the Vanguard Managed Account Program.
- Redemptions of shares to pay fund or account fees.
- Share or asset transfers or rollovers.
- Reregistrations of shares.
- Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30-day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients 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 intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms 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.
33
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 Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
- Account registration and address.
- Fund name and account number, if applicable.
- Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
- Include the fund name and account number.
- Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
- An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states 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 states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
35
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Account Service Fee
Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services® account.
- Accounts held through intermediaries.
- Accounts held by institutional clients.
- Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in 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 households eligibility.
36
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.
- The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs,
certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners 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.
37
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
38
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Growth and Income Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
- Performance assessments and comparisons with industry benchmarks.
- Reports from the advisors.
- Financial statements with listings of Fund holdings.
Portfolio Holdings
Please consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Funds portfolio holdings.
Employer-Sponsored Plans
Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.
If you have any questions about the Fund or Vanguard, including those about the Funds investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.
If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.
Be sure to carefully read each topic that pertains to your transactions with Vanguard.
Vanguard reserves the right to change its policies without notice to shareholders.
Transactions
Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plans recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.
If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.
39
| Contacting Vanguard | |
| Web | |
| Vanguard.com | For the most complete source of Vanguard news |
| For fund, account, and service information | |
| For most account transactions | |
| For literature requests | |
| 24 hours a day, 7 days a week | |
| Phone | |
| Vanguard Tele-Account® 800-662-6273 | For automated fund and account information |
| Toll-free, 24 hours a day, 7 days a week | |
| Investor Information 800-662-7447 | For fund and service information |
| (Text telephone for people with hearing | For literature requests |
| impairment at 800-749-7273) | |
| Client Services 800-662-2739 | For account information |
| (Text telephone for people with hearing | For most account transactions |
| impairment at 800-749-7273) | |
| Participant Services 800-523-1188 | For information and services for participants in employer- |
| (Text telephone for people with hearing | sponsored plans |
| impairment at 800-749-7273) | |
| Institutional Division | For information and services for large institutional investors |
| 888-809-8102 | |
| Financial Advisor and Intermediary | For information and services for financial intermediaries |
| Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
| and insurance companies | |
| Financial Advisory and Intermediary | For account information and trading support for financial |
| Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
| trust institutions, and insurance companies | |
40
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | ||||
| P.O. Box 1110 | |||||
| Valley Forge, PA 19482-1110 | |||||
| Regular Mail (Institutions, Intermediaries, and | The Vanguard Group | ||||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | ||||
| Valley Forge, PA 19482-2900 | |||||
| Registered, Express, or Overnight Mail | The Vanguard Group | ||||
| 455 Devon Park Drive | |||||
| Wayne, PA 19087-1815 | |||||
| Additional Information | |||||
| Inception | Newspaper | Vanguard | CUSIP | ||
| Date | Abbreviation | Fund Number | Number | ||
| Growth and Income Fund | |||||
| Investor Shares | 12/10/1986 | GroInc | 93 | 921913109 | |
| Admiral Shares | 5/14/2001 | GroIncAdml | 593 | 921913208 | |
CFA® is a registered trademark owned by CFA Institute.
Morningstar data © 2017 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
41
Glossary of Investment Terms
Capital Gains Distribution. Payment 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 bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds 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.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable), generally 4 p.m., Eastern time.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Securities. Stocks, bonds, money market instruments, and other investments.
42
Standard & Poors 500 Index. A widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.
Total Return. A percentage change, over a specified time period, in a mutual funds 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 funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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| P.O. Box 2600 | |
| Valley Forge, PA 19482-2600 | |
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a participant in an employer-sponsored plan: |
| If you would like more information about Vanguard | The Vanguard Group |
| Growth and Income Fund, the following documents are | Participant Services |
| available free upon request: | P.O. Box 2900 |
| Valley Forge, PA 19482-2900 | |
| Annual/Semiannual Reports to Shareholders | Telephone: 800-523-1188; |
| Additional information about the Funds investments is | Text telephone for people with hearing impairment: |
| available in the Funds annual and semiannual reports | 800-749-7273 |
| to shareholders. In the annual report, you will find a | |
| discussion of the market conditions and investment | If you are a current Vanguard shareholder and would |
| like information about your account, account | |
| strategies that significantly affected the Funds | |
| transactions, and/or account statements, please call: | |
| performance during its last fiscal year. | |
| Client Services Department | |
| Statement of Additional Information (SAI) | |
| Telephone: 800-662-2739 | |
| The SAI provides more detailed information about the | |
| Text telephone for people with hearing impairment: | |
| Fund and is incorporated by reference into (and thus | 800-749-7273 |
| legally a part of) this prospectus. | |
| Information Provided by the Securities and | |
| To receive a free copy of the latest annual or semiannual | Exchange Commission (SEC) |
| report or the SAI, or to request additional information | You can review and copy information about the Fund |
| about the Fund or other Vanguard funds, please visit | (including the SAI) at the SECs Public Reference Room in |
| vanguard.com or contact us as follows: | Washington, DC. To find out more about this public |
| service, call the SEC at 202-551-8090. Reports and other | |
| If you are an individual investor: | |
| information about the Fund are also available in the | |
| The Vanguard Group | |
| EDGAR database on the SECs website at www.sec.gov, | |
| Investor Information Department | |
| or you can receive copies of this information, for a fee, by | |
| P.O. Box 2600 | electronic request at the following email address: |
| Valley Forge, PA 19482-2600 | [email protected], or by writing the Public Reference |
| Telephone: 800-662-7447 | Section, Securities and Exchange Commission, |
| Text telephone for people with hearing impairment: | Washington, DC 20549-1520. |
| 800-749-7273 | |
| Funds Investment Company Act file number: 811-04526 | |
| © 2017 The Vanguard Group, Inc. All rights reserved. | |
| Vanguard Marketing Corporation, Distributor. | |
| P 093 012017 | |
| Vanguard Structured Equity Funds |
| Prospectus |
| January 26, 2017 |
| Institutional Shares & Institutional Plus Shares |
| Vanguard Structured Broad Market Fund Institutional Shares (VSBMX) |
| Vanguard Structured Broad Market Fund Institutional Plus Shares (VSBPX) |
| Vanguard Structured Large-Cap Equity Fund Institutional Shares (VSLIX) |
| Vanguard Structured Large-Cap Equity Fund Institutional Plus Shares (VSLPX) |
| This prospectus contains financial data for the Funds through the fiscal year ended September 30, 2016. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Vanguard Fund Summaries | Investing With Vanguard | 29 | |
| Structured Broad Market Fund | 1 | Purchasing Shares | 29 |
| Structured Large-Cap Equity Fund | 6 | Converting Shares | 32 |
| More on the Funds | 11 | Redeeming Shares | 33 |
| The Funds and Vanguard | 17 | Exchanging Shares | 36 |
| Investment Advisor | 18 | Frequent-Trading Limitations | 37 |
| Dividends, Capital Gains, and Taxes | 19 | Other Rules You Should Know | 39 |
| Share Price | 22 | Fund and Account Updates | 43 |
| Financial Highlights | 24 | Employer-Sponsored Plans | 44 |
| Contacting Vanguard | 45 | ||
| Additional Information | 46 | ||
| Glossary of Investment Terms | 47 | ||
Vanguard Structured Broad Market Fund
Investment Objective
The Fund seeks to provide long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares or Institutional Plus Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Institutional | Institutional Plus | |
| Shares | 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 |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
| Institutional | Institutional Plus | |
| Shares | Shares | |
| Management Fees | 0.19% | 0.15% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.01% | 0.01% |
| Total Annual Fund Operating Expenses | 0.20% | 0.16% |
1
Examples
The following examples are intended to help you compare the cost of investing in the Fund’s Institutional Shares or Institutional Plus Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Institutional Shares | $20 | $64 | $113 | $255 |
| Institutional Plus Shares | $16 | $52 | $90 | $205 |
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 78% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in domestic stocks that span the capitalization of the overall market based on the advisor’s assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. The advisor does this by using a quantitative process to evaluate all of the securities in the Fund’s benchmark, the Russell 3000 Index, while seeking to maintain a risk profile similar to that of the Index.
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Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The Fund is the successor to Vanguard Structured Broad Market Trust (the predecessor trust), a collective trust managed by Vanguard Fiduciary Trust Company, an affiliate of The Vanguard Group, Inc. The performance of the Funds Institutional Plus Shares includes the performance of the predecessor trust, restated to reflect the expenses of the Funds Institutional Plus Shares since the Funds inception as a registered investment company on October 3, 2006. The Fund is managed with the same investment objective, strategies, policies, and risks as was the predecessor trust. The predecessor trust was not an investment company and, therefore, was not subject to certain investment restrictions that are imposed by the Investment Company Act of 1940.
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 Funds Institutional Plus 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 the Funds benchmark index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
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Annual Total Returns — Vanguard Structured Broad Market Fund Institutional Plus Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.40% (quarter ended June 30, 2009), and the lowest return for a quarter was –22.92% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Structured Broad Market Fund Institutional Plus Shares | |||
| Return Before Taxes | 12.50% | 16.35% | 7.51% |
| Return After Taxes on Distributions | 1.77 | 12.28 | 5.44 |
| Return After Taxes on Distributions and Sale of Fund Shares | 14.35 | 12.71 | 5.82 |
| Russell 3000 Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 12.74% | 14.67% | 7.07% |
| 1 Year | 5 Years | 10 Years | |
| Vanguard Structured Broad Market Fund Institutional Shares | |||
| Return Before Taxes | 12.51% | 16.29% | 7.45% |
| Russell 3000 Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 12.74% | 14.67% | 7.07% |
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 Institutional Plus 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
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than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
James P. Stetler, Principal of Vanguard. He has managed the Fund since its inception in 2004 (co-managed since 2012).
Anatoly Shtekhman, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since 2016.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has co-managed the Fund since 2016.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares or Institutional Plus Shares is $5 million or $200 million, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how to participate in your plan.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Structured Large-Cap Equity Fund
Investment Objective
The Fund seeks to provide long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares or Institutional Plus Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Institutional | Institutional Plus | |
| Shares | 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 |
Annual Fund Operating Expenses
(Expenses that you pay each year as a percentage of the value of your investment)
| Institutional | Institutional Plus | |
| Shares | Shares | |
| Management Fees | 0.19% | 0.15% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.01% | 0.01% |
| Total Annual Fund Operating Expenses | 0.20% | 0.16% |
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Examples
The following examples are intended to help you compare the cost of investing in the Fund’s Institutional Shares or Institutional Plus Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Institutional Shares | $20 | $64 | $113 | $255 |
| Institutional Plus Shares | $16 | $52 | $90 | $205 |
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 67% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests predominantly in large-capitalization domestic stocks based on the advisor’s assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. The advisor does this by using a quantitative process to evaluate all of the securities in the Fund’s benchmark, the Standard & Poor’s 500 Index, while seeking to maintain a risk profile similar to that of the Index. Under normal circumstances, the Fund will invest at least 80% of its assets in large-cap equity securities.
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Principal Risks
An investment in the Fund could lose money over short or even long periods. 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:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk, which is the chance that returns from large-capitalization stocks will trail returns from the overall stock market. Large-cap stocks tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
• Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Plus 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 the Fund‘s benchmark 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 Structured Large-Cap Equity Fund Institutional Plus Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.80% (quarter ended June 30, 2009), and the lowest return for a quarter was –22.22% (quarter ended December 31, 2008).
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| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Structured Large-Cap Equity Fund Institutional Plus Shares | |||
| Return Before Taxes | 12.31% | 15.75% | 7.28% |
| Return After Taxes on Distributions | 0.75 | 12.67 | 5.61 |
| Return After Taxes on Distributions and Sale of Fund Shares | 16.29 | 12.63 | 5.81 |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 11.96% | 14.66% | 6.95% |
| 1 Year | 5 Years | 10 Years | |
| Vanguard Structured Large-Cap Equity Fund Institutional Shares | |||
| Return Before Taxes | 12.24% | 15.68% | 7.21% |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 11.96% | 14.66% | 6.95% |
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 Institutional Plus 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.
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Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since 2012.
James P. Stetler, Principal of Vanguard. He has co-managed the Fund since 2012.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He has co-managed the Fund since 2016.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares or Institutional Plus Shares is $5 million or $200 million, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how to participate in your plan.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Institutional Shares and Institutional Plus Shares, which are generally for investors who invest a minimum of $5 million or $200 million, respectively.
Both share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances 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, plus 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 funds 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 Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote.
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Market Exposure
Each Fund invests in stocks of U.S. companies that offer the potential for above-average returns compared with those of other such stocks. Under normal circumstances, the Structured Large-Cap Equity Fund will invest at least 80% of its assets in large-cap equity securities. This policy may be changed only upon 60 days notice to shareholders.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors.
The asset-weighted median market capitalization of each Funds stock holdings as of September 30, 2016, was:
| Vanguard Fund | Asset-Weighted Median Market Capitalization |
| Structured Broad Market | $23.3 billion |
| Structured Large-Cap Equity | 30.4 |
Each Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
| U.S. Stock Market Returns | ||||
| (19262016) | ||||
| 1 Year | 5 Years | 10 Years | 20 Years | |
| Best | 54.2% | 28.6% | 19.9% | 17.8% |
| Worst | 43.1 | 12.4 | 1.4 | 3.1 |
| Average | 11.9 | 10.1 | 10.3 | 11.0 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2016. You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10.1%, average annual returns for individual
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5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Funds in particular.
The Structured Large-Cap Equity Fund is subject to investment style risk, which is the chance that returns from large-capitalization stocks will trail returns from the overall stock market. Large-cap stocks tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
Security Selection
For each Fund, the Vanguard Group, Inc. (Vanguard), the Funds investment advisor, constructs a broadly diversified portfolio of domestic stocks based on its assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in each Funds benchmark, while seeking to maintain a risk profile similar to that of the benchmark index. This process was developed by a team of Vanguard researchers and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio. The resulting portfolio is optimized to be as neutral as possible in market-sector and market-capitalization weightings relative to the benchmark index.
Each Funds investment in stocks generally will be within the capitalization range of the companies included in its benchmark index (shown in the following table as of September 30, 2016). In the future, each Indexs market-capitalization range may be higher or lower, and each Fund may utilize a different benchmark index. Such changes may occur at any time and without notice to Fund shareholders.
| Market-Capitalization Range | ||
| Vanguard Fund | Benchmark | of Index |
| Structured Broad Market | Russell 3000 Index | $15 million $619 billion |
| Structured Large-Cap Equity | S&P 500 Index | $1.1 million $609 billion |
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.
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Other Investment Policies and Risks
In addition to investing in stocks of U.S. companies, each Fund may make other kinds of investments to achieve its objective.
Although each Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
Each Fund may invest in equity futures and options contracts, warrants, convertible securities, foreign currency exchange forward contracts, and swap agreements, all of which are types of derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The Funds will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Each Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Funds securities from falling in value as a result of risks other than unfavorable currency exchange movements.
Each Fund typically invests a small portion of its assets in equity futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These equity futures and ETFs typically provide returns similar to those of common stocks. A Fund may purchase futures or ETFs when doing so will reduce the Funds transaction costs or will have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds.
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Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund receives large cash flows that it cannot prudently invest immediately.
In addition, each Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategiesfor instance, by allocating substantial assets to cash equivalent investments or other less volatile instrumentsin response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds 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 advisors ability to efficiently manage the fund.
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Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard 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 requestincluding exchanges from other Vanguard fundswithout 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 funds 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 investors 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 Vanguards 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.
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Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Funds. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for domestic stock funds was approximately 65%, as reported by Morningstar, Inc., on September 30, 2016.
Plain Talk About Turnover Rate
Before investing in a mutual fund, you should review its turnover rate. This gives an indication of how transaction costs, which are not included in the funds expense ratio, could affect the funds future returns. In general, the greater the volume of buying and selling by the fund, the greater the impact that brokerage commissions and other transaction costs will have on its return. Also, funds with high turnover rates may be more likely to generate capital gains, including short-term capital gains, that must be distributed to shareholders and will be taxable to shareholders investing through a taxable account.
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $3.5 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 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.
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Plain Talk About Vanguards Unique Corporate Structure
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by the funds it oversees and thus indirectly by the shareholders in those funds. Most other mutual funds are operated by management companies that may be owned by one person, by a private group of individuals, or by public investors who own the management companys stock. The management fees charged by these companies include a profit component over and above the companies cost of providing services. By contrast, Vanguard provides services to its member funds on an at-cost basis, with no profit component, which helps to keep the funds expenses low.
Investment 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 Quantitative Equity Group. As of September 30, 2016, Vanguard served as advisor for approximately $2.9 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds. Vanguards performance is evaluated against the Russell 3000 Index (for the Structured Broad Market Fund) or the S&P 500 Index (for the Structured Large-Cap Equity Fund).
For the fiscal year ended September 30, 2016, the advisory expenses represented an effective annual rate of 0.09% of each Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The managers primarily responsible for the day-to-day management of the Funds are:
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed the Structured Large-Cap Equity Fund since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
James P. Stetler, Principal of Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, has managed the Structured Broad Market Fund since its inception in 2004 (co-managed since 2012), and has co-managed the Structured Large-Cap Equity Fund since 2012. Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
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Anatoly Shtekhman, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2007 and has managed investment portfolios and has co-managed the Structured Broad Market Fund since 2016. Education: B.S., University of Scranton; M.S., Boston College; M.B.A., The Wharton School of the University of Pennsylvania.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He oversees the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed the Structured Broad Market and Structured Large-Cap Equity Funds since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income and capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year.
You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a funds income from interest and dividends as well as capital gains from the funds sale of investments. Income consists of both the dividends that the fund earns from any stock holdings and the interest it receives from any money market and bond investments. Capital gains are realized whenever the fund sells securities for higher prices than it paid for them. 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.
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Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
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.
- A sale or exchange of Fund shares is a taxable event. This means that you may have
- capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
20
Plain Talk About Buying a Dividend
Unless you are a tax-exempt investor or investing through a tax-advantaged account (such as an IRA or an employer-sponsored retirement or savings plan), you should consider avoiding a purchase of fund shares shortly before the fund makes a distribution, because doing so can cost you money in taxes. This is known as buying a dividend. For example: On December 15, you invest $5,000, buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on December 16, its share price will drop to $19 (not counting market change). You still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1 = $250 in distributions), but you owe tax on the $250 distribution you receivedeven if you reinvest it in more shares. To avoid buying a dividend, check a funds distribution schedule before you invest.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
- Provide your correct taxpayer identification number.
- Certify that the taxpayer identification number is correct.
- Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
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Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value. 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 held by a fund are based on the NAVs of the shares. The values of any ETF shares, institutional money market fund shares, or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities.
Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
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Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
23
Financial Highlights
The following financial highlights tables are intended to help you understand each Funds 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 reportalong with each Funds financial statementsis 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.
| Plain Talk About How to Read the Financial Highlights Tables |
| This explanation uses the Structured Broad Market Funds Institutional Shares as |
| an example. The Institutional Shares began fiscal year 2016 with a net asset value |
| (share price) of $33.24 per share. During the year, each Institutional Share earned |
| $0.76 from investment income (interest and dividends) and $2.965 from |
| investments that had appreciated in value or that were sold for higher prices than |
| the Fund paid for them. |
| Shareholders received $3.265 per share in the form of dividend and capital gains |
| distributions. A portion of each years distributions may come from the prior |
| years income or capital gains. |
| The share price at the end of the year was $33.70, reflecting earnings of $3.725 |
| per share and distributions of $3.265 per share. This was an increase of $0.46 per |
| share (from $33.24 at the beginning of the year to $33.70 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 11.60% for the year. |
| As of September 30, 2016, the Institutional Shares had approximately $40 million |
| in net assets. For the year, the expense ratio was 0.20% ($2.00 per $1,000 of net |
| assets), and the net investment income amounted to 2.33% of average net |
| assets. The Fund sold and replaced securities valued at 78% of its net assets. |
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| Structured Broad Market Fund Institutional Shares | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $33.24 | $37.28 | $32.59 | $27.10 | $21.03 |
| Investment Operations | |||||
| Net Investment Income | .7601 | .662 | .632 | .573 | .544 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 2.965 | .394 | 5.996 | 5.492 | 5.973 |
| Total from Investment Operations | 3.725 | 1.056 | 6.628 | 6.065 | 6.517 |
| Distributions | |||||
| Dividends from Net Investment Income | (.727) | (.630) | (.564) | (.575) | (.447) |
| Distributions from Realized Capital Gains | (2.538) | (4.466) | (1.374) | | |
| Total Distributions | (3.265) | (5.096) | (1.938) | (.575) | (.447) |
| Net Asset Value, End of Period | $33.70 | $33.24 | $37.28 | $32.59 | $27.10 |
| Total Return | 11.60% | 2.80% | 21.10% | 22.85% | 31.43% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $40 | $25 | $26 | $16 | $7 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.20% | 0.20% | 0.24% | 0.24% | 0.24% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.33% | 1.86% | 1.67% | 1.94% | 2.19% |
| Portfolio Turnover Rate | 78% | 66% | 60% | 63% | 58% |
| 1 Calculated based on average shares outstanding. | |||||
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| Structured Broad Market Fund Institutional Plus Shares | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $66.43 | $74.52 | $65.15 | $54.17 | $42.02 |
| Investment Operations | |||||
| Net Investment Income | 1.5621 | 1.355 | 1.303 | 1.186 | 1.122 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 5.923 | .781 | 11.981 | 10.980 | 11.951 |
| Total from Investment Operations | 7.485 | 2.136 | 13.284 | 12.166 | 13.073 |
| Distributions | |||||
| Dividends from Net Investment Income | (1.463) | (1.302) | (1.169) | (1.186) | (.923) |
| Distributions from Realized Capital Gains | (5.072) | (8.924) | (2.745) | | |
| Total Distributions | (6.535) | (10.226) | (3.914) | (1.186) | (.923) |
| Net Asset Value, End of Period | $67.38 | $66.43 | $74.52 | $65.15 | $54.17 |
| Total Return | 11.66% | 2.84% | 21.16% | 22.95% | 31.56% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $390 | $526 | $516 | $465 | $379 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.16% | 0.16% | 0.17% | 0.17% | 0.17% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.37% | 1.90% | 1.74% | 2.01% | 2.26% |
| Portfolio Turnover Rate | 78% | 66% | 60% | 63% | 58% |
| 1 Calculated based on average shares outstanding. | |||||
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| Structured Large-Cap Equity Fund Institutional Shares | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $38.29 | $38.88 | $32.42 | $27.83 | $21.49 |
| Investment Operations | |||||
| Net Investment Income | .838 | .7731 | .710 | .618 | .531 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 4.523 | (.355) | 6.363 | 4.542 | 6.306 |
| Total from Investment Operations | 5.361 | .418 | 7.073 | 5.160 | 6.837 |
| Distributions | |||||
| Dividends from Net Investment Income | (.833) | (1.008) | (.613) | (.570) | (.497) |
| Distributions from Realized Capital Gains | (1.348) | | | | |
| Total Distributions | (2.181) | (1.008) | (.613) | (.570) | (.497) |
| Net Asset Value, End of Period | $41.47 | $38.29 | $38.88 | $32.42 | $27.83 |
| Total Return | 14.36% | 1.03% | 22.08% | 18.93% | 32.32% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $90 | $87 | $58 | $52 | $15 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.20% | 0.20% | 0.24% | 0.24% | 0.24% |
| Ratio of Net Investment Income to Average | |||||
| Net Assets | 2.10% | 1.93% | 1.86% | 2.09% | 2.10% |
| Portfolio Turnover Rate | 67% | 73% | 68% | 62% | 64% |
| 1 Calculated based on average shares outstanding. | |||||
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| Structured Large-Cap Equity Fund Institutional Plus Shares | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $75.80 | $76.94 | $64.10 | $55.02 | $42.48 |
| Investment Operations | |||||
| Net Investment Income | 1.691 | 1.5501 | 1.455 | 1.207 | 1.084 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 8.969 | (.703) | 12.586 | 9.037 | 12.466 |
| Total from Investment Operations | 10.660 | .847 | 14.041 | 10.244 | 13.550 |
| Distributions | |||||
| Dividends from Net Investment Income | (1.672) | (1.987) | (1.201) | (1.164) | (1.010) |
| Distributions from Realized Capital Gains | (2.668) | | | | |
| Total Distributions | (4.340) | (1.987) | (1.201) | (1.164) | (1.010) |
| Net Asset Value, End of Period | $82.12 | $75.80 | $76.94 | $64.10 | $55.02 |
| Total Return | 14.42% | 1.05% | 22.17% | 19.02% | 32.42% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $479 | $458 | $680 | $612 | $497 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.16% | 0.16% | 0.17% | 0.17% | 0.17% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.14% | 1.97% | 1.93% | 2.16% | 2.17% |
| Portfolio Turnover Rate | 67% | 73% | 68% | 62% | 64% |
| 1 Calculated based on average shares outstanding. | |||||
28
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares and Institutional Plus Shares To open and maintain an account. Institutional Shares$5 million; Institutional Plus Shares$200 million. Institutional clients should contact Vanguard for information on special eligibility rules that may apply to them.
Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.
To add to an existing account. Generally $1.
29
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). 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. See
Exchanging Shares.
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Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
31
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money orders. In addition, Vanguard may refuse starter checks and 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 funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
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).
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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 Institutional Shares to Institutional Plus Shares
You may convert Institutional Shares to Institutional Plus Shares of the Fund, provided that your account balance is at least $200 million.
Mandatory Conversions to Institutional Shares
If an account no longer meets the balance requirements for Institutional Plus Shares, Vanguard may automatically convert the shares in the account to Institutional Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
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By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
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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 days 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 KnowGood Order.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds 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
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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 Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
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Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds 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 investors 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 Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
- Redemptions of shares to pay fund or account fees.
- Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
- Transfers and reregistrations of shares within the same fund.
- Purchases of shares by asset transfer or direct rollover.
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- 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 Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
- Purchases of shares with reinvested dividend or capital gains distributions.
- Distributions, loans, and in-service withdrawals from a plan.
- Redemptions of shares as part of a plan termination or at the direction of the plan.
- Transactions executed through the Vanguard Managed Account Program.
- Redemptions of shares to pay fund or account fees.
- Share or asset transfers or rollovers.
- Reregistrations of shares.
- Conversions of shares from one share class to another in the same fund.
- Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30-day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
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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 intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms 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.
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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 Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
- Account registration and address.
- Fund name and account number, if applicable.
- Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
- Include the fund name and account number.
- Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
- An original signature and date from the authorized person(s).
- Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
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Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states 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 states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
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Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Low-Balance Accounts
Each Fund reserves the right to convert an investors Institutional Plus Shares to Institutional Shares of the Fund if the investors fund account balance falls below the account minimum for any reason, including market fluctuation. In addition, the Fund reserves the right to liquidate an investors Institutional Shares if the investors fund account balance falls below the account minimum for that share class for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such conversion or liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners 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.
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Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
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Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Structured Equity Funds twice a year, in May and November. 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 Funds portfolio holdings.
Employer-Sponsored Plans
Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect a Fund as an investment option.
If you have any questions about a Fund or Vanguard, including those about a Funds investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com.
If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.
Be sure to carefully read each topic that pertains to your transactions with Vanguard.
Vanguard reserves the right to change its policies without notice to shareholders.
Transactions
Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plans recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to a Fund. Consult your recordkeeper or plan administrator for more information.
If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.
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| Contacting Vanguard | |
| Web | |
| Vanguard.com | For the most complete source of Vanguard news |
| For fund, account, and service information | |
| For most account transactions | |
| For literature requests | |
| 24 hours a day, 7 days a week | |
| Phone | |
| Vanguard Tele-Account® 800-662-6273 | For automated fund and account information |
| Toll-free, 24 hours a day, 7 days a week | |
| Investor Information 800-662-7447 | For fund and service information |
| (Text telephone for people with hearing | For literature requests |
| impairment at 800-749-7273) | |
| Client Services 800-662-2739 | For account information |
| (Text telephone for people with hearing | For most account transactions |
| impairment at 800-749-7273) | |
| Participant Services 800-523-1188 | For information and services for participants in employer- |
| (Text telephone for people with hearing | sponsored plans |
| impairment at 800-749-7273) | |
| Institutional Division | For information and services for large institutional investors |
| 888-809-8102 | |
| Financial Advisor and Intermediary | For information and services for financial intermediaries |
| Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
| and insurance companies | |
| Financial Advisory and Intermediary | For account information and trading support for financial |
| Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
| trust institutions, and insurance companies | |
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Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions, Intermediaries, and The Vanguard Group | ||||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | |||
| Valley Forge, PA 19482-2900 | ||||
| Registered, Express, or Overnight Mail | The Vanguard Group | |||
| 455 Devon Park Drive | ||||
| Wayne, PA 19087-1815 | ||||
| Additional Information | ||||
| Vanguard | ||||
| Inception | Newspaper | Fund | CUSIP | |
| Date Abbreviation | Number | Number | ||
| Structured Broad Market Fund | ||||
| Institutional Shares | 11/30/2006 | StBMktIn | 882 | 921913703 |
| Institutional Plus Shares | 5/3/2004 | StBMktPl | 883 | 921913802 |
| Structured Large-Cap Equity Fund | ||||
| Institutional Shares | 5/16/2006 | StLCInst | 872 | 921913307 |
| Institutional Plus Shares | 5/15/2006 | StLCPlus | 873 | 921913406 |
CFA® is a registered trademark owned by CFA Institute.
Morningstar data © 2017 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
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Glossary of Investment Terms
Capital Gains Distribution. Payment 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 bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds 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.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable), generally 4 p.m., Eastern time.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Russell 3000 Index. An index that measures the performance of the 3,000 largest U.S. companies.
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Securities. Stocks, bonds, money market instruments, and other investments.
Standard & Poors 500 Index. A widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.
Total Return. A percentage change, over a specified time period, in a mutual funds 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 funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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| Institutional Division | |
| P.O. Box 2900 | |
| Valley Forge, PA 19482-2900 | |
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a client of Vanguards Institutional Division: |
| If you would like more information about Vanguard | The Vanguard Group |
| Structured Equity Funds, the following documents are | Institutional Investor Information Department |
| available free upon request: | P.O. Box 2900 |
| Valley Forge, PA 19482-2900 | |
| Annual/Semiannual Reports to Shareholders | |
| Telephone: 888-809-8102; Text telephone for people | |
| Additional information about the Funds investments is | |
| with hearing impairment: 800-749-7273 | |
| available in the Funds annual and semiannual reports | |
| to shareholders. In the annual report, you will find a | If you are a current Vanguard shareholder and would |
| discussion of the market conditions and investment | like information about your account, account |
| strategies that significantly affected the Funds | transactions, and/or account statements, please call: |
| performance during their last fiscal year. | |
| Client Services Department | |
| Statement of Additional Information (SAI) | Telephone: 800-662-2739; Text telephone for people |
| The SAI provides more detailed information about the | with hearing impairment: 800-749-7273 |
| Funds and is incorporated by reference into (and thus | |
| Information Provided by the Securities and | |
| legally a part of) this prospectus. | |
| Exchange Commission (SEC) | |
| To receive a free copy of the latest annual or | You can review and copy information about the Funds |
| semiannual report or the SAI, or to request additional | (including the SAI) at the SECs Public Reference Room |
| information about the Funds or other Vanguard funds, | in Washington, DC. To find out more about this public |
| please visit vanguard.com or contact us as follows: | service, call the SEC at 202-551-8090. Reports and |
| other information about the Funds are also available in | |
| If you are an individual investor: | |
| the EDGAR database on the SECs website at | |
| The Vanguard Group | |
| www.sec.gov, or you can receive copies of this | |
| Investor Information Department | |
| information, for a fee, by electronic request at the | |
| P.O. Box 2900 | |
| following email address: [email protected], or by | |
| Valley Forge, PA 19482-2900 | |
| writing the Public Reference Section, Securities and | |
| Telephone: 800-662-7447; Text telephone for people | |
| Exchange Commission, Washington, DC 20549-1520. | |
| with hearing impairment: 800-749-7273 | |
| Funds Investment Company Act file number: 811-04526 | |
| © 2017 The Vanguard Group, Inc. All rights reserved. | |
| Vanguard Marketing Corporation, Distributor. | |
| I 872 012017 | |
PART B
VANGUARD® QUANTITATIVE FUNDS
STATEMENT OF ADDITIONAL INFORMATION
January 26, 2017
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Funds current prospectus (dated January 26, 2017). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Funds financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).
Phone: Investor Information Department at 800-662-7447 Online: vanguard.com
| TABLE OF CONTENTS | |
| Description of the Trust | B-1 |
| Fundamental Policies | B-3 |
| Investment Strategies, Risks, and Nonfundamental Policies | B-4 |
| Share Price | B-21 |
| Purchase and Redemption of Shares | B-22 |
| Management of the Funds | B-23 |
| Investment Advisory Services | B-36 |
| Portfolio Transactions | B-43 |
| Proxy Voting Guidelines | B-44 |
| Financial Statements | B-50 |
DESCRIPTION OF THE TRUST
Vanguard Quantitative Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
| Share Classes1 | ||||
| Institutional | ||||
| Fund2 | Investor | Admiral | Institutional | Plus |
| Vanguard Growth and Income Fund | VQNPX | VGIAX | | |
| Vanguard Structured Broad Market Fund | | | VSBMX | VSBPX |
| Vanguard Structured Large-Cap Equity Fund | | | VSLIX | VSLPX |
| 1 Individually, a class; collectively, the classes. | ||||
| 2 Individually, a Fund; collectively, the Funds. | ||||
The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and fractional shares that may be issued for a single fund or class of shares.
Organization
The Trust was organized as a Maryland corporation in 1986 and was reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard Quantitative Portfolios, Inc. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust are classified as diversified within the meaning of the 1940 Act.
Vanguard Structured Broad Market Fund is the successor to a collective trust (Vanguard Structured Broad Market Trust) managed by Vanguard Fiduciary Trust Company, an affiliate of The Vanguard Group, Inc. The change in structure of the
B-1
entity occurred in November 2006. The Fund is managed by the same investment advisor and with the same investment objective, strategies, policies, and risks as was the corresponding predecessor trust. The predecessor trust was not an investment company and therefore was not subject to the 1940 Act.
Service Providers
Custodians. State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, serves as custodian for the Growth and Income Fund. The Bank of New York Mellon, One Wall Street, New York, NY 10286, serves as custodian for the Structured Broad Market and Structured Large-Cap Equity Funds (together, the Structured Equity Funds). The custodians are responsible for maintaining the Funds assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign sub-custodians 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 Funds shares, other than those described in the Funds current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.
Shareholder Liability. The Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. This means that a shareholder of a Fund generally will not be personally liable for payment of the Funds 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 Funds board of trustees.
Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of a Funds 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.
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Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Funds 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 Funds net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.
Preemptive Rights. There are no preemptive rights associated with the Funds shares.
Conversion Rights. Fund shareholders may convert their shares to another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Funds current prospectus.
Redemption Provisions. Each Funds 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 Funds 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. 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, 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.
Dividends received and distributed by each Fund on shares of stock of domestic corporations and certain foreign corporations generally may be eligible to be reported by the Fund, and treated by individual shareholders, as qualified dividend income taxed at long-term capital gain rates instead of at higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible for such treatment. Capital gains distributed by the Funds are not eligible for treatment as qualified dividend income.
Dividends received and distributed by each Fund on shares of stock of domestic corporations may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Capital gains distributed by the Funds are not eligible for the dividends-received deduction.
Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.
FUNDAMENTAL POLICIES
Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Funds shares. For these purposes, a majority of shares means shares representing the lesser of (1) 67% or more of the Funds net assets voted, so long as shares representing more than 50% of the Funds net assets are present or represented by proxy or (2) more than 50% of the Funds net assets.
Borrowing. Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Commodities. Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
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Diversification. Each Structured Equity Fund may not change its classification as a management company or its subclassifications as an open-end company and as a diversified company as each such term is defined in the 1940 Act.
With respect to 75% of its total assets, Vanguard Growth and Income Fund may not: (1) purchase more than 10% of the outstanding voting securities of any one issuer; or (2) purchase securities of any issuer if, as a result, more than 5% of the Funds total assets would be invested in that issuers securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.
Industry Concentration. Each Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
Senior Securities. Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Underwriting. Each Fund may not act as an underwriter of another issuers 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 prevents the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See Management of the Funds for more information.
INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in each Funds prospectus set forth percentage limitations on a Funds 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 Funds investment strategies and policies.
The following investment strategies, risks, and policies supplement each Funds 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 funds 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 funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds 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.
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Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a funds 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 funds potential economic exposure under the borrowing transaction; or otherwise covers the transaction in accordance with applicable SEC guidance (collectively, covers the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.
Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporations capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.
The market value of a convertible security is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible securitys price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive to changes in share price as its underlying equity security. Convertible securities are often rated below investment grade or are not rated, and they are generally subject to a high degree of credit risk.
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Although all markets are prone to change over time, the generally high rate at which convertible securities are retired (through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced with newly issued convertible securities may cause the convertible securities market to change more rapidly than other markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those associated with traditional convertible securities. A convertible security may be subject to redemption at the option of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security, convert it into the underlying common stock, or sell the security to a third party.
Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a funds third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a funds shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.
Debt Securities. A debt security, sometimes called a fixed income security, consists of a certificate or other evidence of a debt (secured or unsecured) on which the issuing company or governmental body promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time and to repay the debt on the specified maturity date. Some debt securities, such as zero-coupon bonds, do not make regular interest payments but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations, including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities, and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk, call risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws may result in the issuers debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.
Debt SecuritiesNon-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 Moodys Investors Service, Inc. (Moodys) or below BBB/A-2 by Standard & Poors) or, if unrated, are determined to be of comparable quality by the funds advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.
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Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a funds advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.
Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk-bond status because of financial difficulties experienced by their issuers.
The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk-bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a funds advisor to sell a high-yield security or the price at which a funds 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 funds 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.
Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a depository. Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a holders rights and obligations and the practices of market participants.
A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree
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to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuers request.
For purposes of a funds investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign issuers.
Derivatives. A derivative is a financial instrument that has a value based onor derived fromthe values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.
Derivatives may be used for a variety of purposes includingbut not limited tohedging, 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 funds advisor will succeed. The other parties to the funds OTC Derivatives contracts (usually referred to as counterparties) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds advisors, however, will monitor and adjust, as appropriate, the funds credit risk exposure to OTC Derivative counterparties.
Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the funds 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 funds Cleared Derivatives increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis.
For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a funds 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
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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 funds interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs), including ETF Shares issued by other Vanguard funds. 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 ETFs shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETFs shares may not develop or be maintained; and (3) trading of an ETFs 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 ETFs shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchanges 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 funds purchases of ETF shares generally are subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies.
Vanguard ETF®* Shares are exchange-traded shares that represent an interest in an investment portfolio held by Vanguard funds. A funds investments in Vanguard ETF Shares are also generally subject to the descriptions, limitations, and risks described under the heading Other Investment Companies, except as provided by an exemption granted by the SEC that permits registered investment companies to invest in a Vanguard fund that issues ETF Shares beyond the limits of Section 12(d)(1) of the 1940 Act, subject to certain terms and conditions.
| * | U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and 8,417,623. |
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Foreign Securities. Typically, foreign securities are considered to be equity or debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Securities issued by certain companies organized outside the United States may not be deemed to be foreign securities if the companys principal operations are conducted from the United States or when the companys equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities. Direct investments in foreign securities may be made either on foreign securities exchanges or in the over-the-counter (OTC) markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.
Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a funds trade details could be incorrectly or fraudulently entered at the time of the transaction. Securities of foreign issuers are generally more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected through structures that may be complex or confusing. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries. Additionally, economic or other sanctions imposed on the United States by a foreign country, or imposed on a foreign country or issuer by the United States, could impair a funds ability to buy, sell, hold, receive, deliver, or otherwise transact in certain investment securities. Sanctions could also affect the value and/or liquidity of a foreign security.
Although an advisor will endeavor to achieve the most favorable execution costs for a funds portfolio transactions in foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities. Additionally, bankruptcy laws vary by jurisdiction and cash deposits may be subject to a custodians creditors. Certain foreign governments levy withholding or other taxes against dividend and interest income from, capital gains on the sale of, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.
The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading Foreign SecuritiesForeign Currency Transactions, a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred in converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulation, currency devaluations, and political and economic developments.
Foreign SecuritiesEmerging Market Risk. Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and it imposes risks greater than, or in addition to, risks of investing in more developed foreign countries. These risks include, but are not limited to, the following: nationalization or expropriation of assets or confiscatory taxation; currency devaluations and other currency exchange rate fluctuations; greater social, economic, and political uncertainty and instability (including amplified risk of war and terrorism); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets and possible arbitrary and unpredictable enforcement of securities regulations and other laws; controls on foreign investment and limitations on repatriation of invested capital and on the funds ability to exchange local currencies for U.S. dollars; unavailability of currency-hedging techniques in certain emerging market countries; generally smaller, less seasoned, or newly organized companies; difference in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers; difficulty in obtaining and/or
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enforcing a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a funds income from investments in securities or debt instruments of emerging market country issuers.
Foreign SecuritiesForeign Currency Transactions. The value in U.S. dollars of a funds non-dollar-denominated foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the fund may incur costs in connection with conversions between various currencies. To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions in connection with its investments in foreign securities. A fund will enter into foreign currency transactions only to attempt to hedge the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as transaction hedging. In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as portfolio hedging. Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.
A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and cross-hedge transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably believes generally tracks the currency being hedged with regard to price movements). The advisor may select the tracking (or substitute) currency rather than the currency in which the security is denominated for various reasons, including in order to take advantage of pricing or other opportunities presented by the tracking currency or to take advantage of a more liquid or more efficient market for the tracking currency. Such cross-hedges are expected to help protect a fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.
A fund may hold a portion of its assets in bank deposits denominated in foreign currencies so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these assets are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.
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The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a forward currency contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its advisors predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks and may leave a fund in a less advantageous position than if such a hedge had not been established. Because forward currency contracts are privately negotiated transactions, there can be no assurance that a fund will have flexibility to roll over a forward currency contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder.
Foreign SecuritiesForeign Investment Companies. Some of the countries in which a fund may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such countries may be permitted only through foreign government-approved or authorized investment vehicles, which may include other investment companies. Such investments may be made through registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or expenses and may also be subject to the limitations on, and the risks of, a funds 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. 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 funds 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 funds position increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer,
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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 the 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 ContractsRisks. 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 days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
| U.S. | Treasury futures are generally not subject to such daily limits. |
| A | fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures |
contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
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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 FCMs other customers, potentially resulting in losses to the fund.
Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguards 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 funds interfund loans to any one fund shall not exceed 5% of the lending funds 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 funds investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Investing for Control. Each Vanguard fund invests in securities and other instruments for the sole purpose of achieving a specific investment objective. As such, a Vanguard fund does not seek to acquire, individually or collectively with any other Vanguard fund, enough of a companys outstanding voting stock to have control over management decisions. A Vanguard fund does not invest for the purpose of controlling a companys management.
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 greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.
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.
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If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.
A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a funds 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 funds 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
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leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a funds 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 funds 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 funds expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear similar expenses of the underlying investment companies. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the funds net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a funds 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 funds financial statements, which provide a clearer picture of a funds actual operating expenses. Shareholders would also be exposed to the risks associated not only with the investments of the fund but also with the portfolio investments of the underlying investment companies. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.
Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporations earnings. Preferred stock dividends may be cumulative or noncumulative, participating, or auction rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred
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stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or debt securities because preferred stock may trade with less frequency and in more limited volume.
Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a debt security (generally a security issued by the U.S. government or an agency thereof, a bankers acceptance, or a certificate of deposit) from a bank, a broker, or a dealer and simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. In addition, the investment advisor will monitor a funds repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.
The use of repurchase agreements involves certain risks. One risk is the sellers ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under bankruptcy laws, the disposition of the collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to liquidation or reorganization under bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
Restricted and Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors 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 securitys issuer.
Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase
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agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing. A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a funds use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the funds right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.
Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are very low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the funds total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower marks to market on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on the lent securities, and any increase in their market value. Loan arrangements made by each fund will comply with all other applicable regulatory requirements, including the rules of the New York Stock Exchange, which presently require the borrower, after notice, to redeliver the securities within the normal settlement time of three business days. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment companys trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the funds ability to vote on such a matter.
Pursuant to Vanguards securities lending policy, Vanguards fixed income and money market funds are not permitted to, and do not, lend their investment securities.
Tax MattersFederal 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 authority. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. 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.
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Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions. A funds transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the funds 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 funds 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 MattersFederal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.
A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the funds other investments, and shareholders will be advised on the nature of the distributions.
Tax MattersFederal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal income tax treatment of a funds transactions in the following: non-U.S. currencies; non-U.S. currency-denominated debt obligations; and certain non-U.S. currency options, futures contracts, forward contracts, and similar instruments. Accordingly, if a fund engages in these types of transactions it may have ordinary income or loss to the extent that such income or loss results from fluctuations in the value of the non-U.S. currency concerned. Such ordinary income could accelerate fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any ordinary loss so created will generally reduce ordinary income distributions and, in some cases, could require the recharacterization of prior ordinary income distributions. Net ordinary losses cannot be carried forward by the fund to offset income or gains realized in subsequent taxable years.
Any gain or loss attributable to the non-U.S. currency component of a transaction engaged in by a fund that is not subject to these special currency rules (such as foreign equity investments other than certain preferred stocks) will generally be treated as a capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.
To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that could affect the character, timing, or amount of the funds gains and losses. For more information, see Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions.
Tax MattersForeign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a funds total assets are invested in securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each quarter of a funds taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests that has elected to pass through such taxes to shareholders.
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Tax MattersPassive Foreign Investment Companies. Each Fund may invest in passive foreign investment companies (PFICs). A foreign company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce passive income. Capital gains on the sale of an interest in a PFIC will be deemed ordinary income regardless of how long the Fund held it. Also, the Fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned in respect to PFIC interests, whether or not such amounts are distributed to shareholders. To avoid such tax and interest, a Fund may elect to mark to market its PFIC interests, that is, to treat such interests as sold on the last day of the Funds fiscal year, and to recognize any unrealized gains (or losses, to the extent of previously recognized gains) as ordinary income each year. Distributions from the Fund that are attributable to income or gains earned in respect to PFIC interests are characterized as ordinary income.
Tax MattersReal 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 funds income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an excess inclusion) will be subject to U.S. federal income tax in all eventsincluding potentially at the fund levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operation losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See Tax MattersTax-Exempt Investors.
Tax MattersTax 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. Temporary tax legislation provided relief from certain U.S. withholding taxes for certain properly reported distributions of qualifying interest income or short-term capital gain made by a fund to its non-U.S. investors, provided the investors furnished valid tax documentation (i.e., Internal Revenue Service (IRS) Form W-8) certifying as to their non-U.S. status. This temporary exemption expired for taxable years of a fund beginning after 2014. In December 2015, Congress voted to reinstate retroactively the exemption for taxable years of a fund beginning after 2014 and made the exemption permanent for all future years. Because the relief was reinstated retroactively, investors may be able to reclaim the
| U.S. | tax withheld on properly reported qualifying distributions in 2015 directly from the IRS. |
| A | fund is permitted, but is not required, to report any of its distributions as eligible for such relief, and some |
distributions (e.g., distributions of interest a fund receives from non-U.S. issuers) are not eligible for this relief. For some funds, Vanguard has chosen to report qualifying distributions and apply the withholding exemption to those distributions when made to non-U.S. shareholders who invest directly with Vanguard. For other funds, Vanguard may choose not to apply the withholding exemption to qualifying fund distributions made to direct shareholders, but may provide the reporting to such shareholders. In these cases, a shareholder may be able to reclaim such withholding tax directly from the IRS.
If shareholders hold fund shares (including ETF shares) through a broker or intermediary, their broker or intermediary may apply this relief to properly reported qualifying distributions made to shareholders with respect to those shares. If a shareholders broker or intermediary instead collects withholding tax where the fund has provided the proper reporting, the shareholder may be able to reclaim such withholding tax from the IRS. Please consult your broker or intermediary regarding the application of these rules.
This relief does not apply to any withholding required under the Foreign Account Tax Compliance Act (FATCA), which generally requires a fund to obtain information sufficient to identify the status of each of its shareholders. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on fund distributions and on the proceeds of
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the sale, redemption, or exchange of fund shares. Please consult your tax advisor for more information about these rules.
Please be aware that the U.S. tax information contained in this Statement of Additional Information is not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax penalties.
Tax MattersTax-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 MattersReal Estate Mortgage Investment Conduits.
In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.
Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.
Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days
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when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
The Exchange typically observes the following holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons 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.
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 Funds 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 Funds 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 Funds 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 Funds prospectus.
Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit.
The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
The Funds do not charge a redemption fee. 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.
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 group of shareholders; and (6) redeem an account or
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suspend account privileges, without the owners 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 Funds 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 Funds instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.
MANAGEMENT OF THE FUNDS
Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of more than 190 funds. Each fund is a series of a Delaware statutory trust, and through the trusts jointly owned subsidiary, Vanguard, the funds obtain at cost virtually all of their corporate management, administrative, and distribution services. Vanguard also provides investment advisory services on an at-cost basis to several of the Vanguard funds.
Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund pays its share of Vanguards total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The funds officers are also employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
Vanguard was established and operates under an Amended and Restated Funds Service Agreement. The Amended and Restated Funds Service Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each funds relative net assets and its contribution to Vanguards capital.
As of September 30, 2016, each Fund had contributed capital to Vanguard as follows:
| Capital | Percentage of | Percent of | |
| Contribution | Funds Average | Vanguards | |
| Vanguard Fund | to Vanguard | Net Assets | Capitalization |
| Growth and Income Fund | $511,000 | 0.01% | 0.20% |
| Structured Broad Market Fund | 39,000 | 0.01 | 0.02 |
| Structured Large-Cap Equity Fund | 44,000 | 0.01 | 0.02 |
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.
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Distribution. Vanguard Marketing Corporation, 400 Devon Park Drive A39, Wayne, PA 19087, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities at cost in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each funds continued participation in the joint arrangement.
To ensure that each funds participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMCs 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 funds sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no funds 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 funds 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.
VMCs 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:
- Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
- Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
- Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
- 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.
- Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
- Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
- 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. VMCs 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. VMCs 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-
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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 Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs 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 providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Funds on an at-cost basis. Amounts captioned Management and Administrative Expenses include a Funds allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the funds. Amounts captioned Marketing and Distribution Expenses include a Funds 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 September 30, 2014, 2015, and 2016, and are presented as a percentage of each Funds average month-end net assets.
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Fund Assets) | |||
| Vanguard Fund | 2014 | 2015 | 2016 |
| Growth and Income Fund | |||
| Management and Administrative Expenses | 0.17% | 0.16% | 0.15% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| Structured Broad Market Fund | |||
| Management and Administrative Expenses | 0.15% | 0.14% | 0.15% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | less than 0.01 |
| Structured Large-Cap Equity Fund | |||
| Management and Administrative Expenses | 0.15% | 0.15% | 0.16% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | less than 0.01 |
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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 boards 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 Rajiv L. Gupta, JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, 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. Vanguards 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 funds 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 boards 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 trustees 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 | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustee1 | ||||
| F. William McNabb III | Chairman of the | July 2009 | Mr. McNabb has served as Chairman of the Board of | 198 |
| (1957) | Board, Chief | Vanguard and of each of the investment companies | ||
| Executive Officer, | served by Vanguard, since January 2010; Trustee of | |||
| and President | each of the investment companies served by | |||
| Vanguard, since 2009; Director of Vanguard since | ||||
| 2008; and Chief Executive Officer and President of | ||||
| Vanguard and of each of the investment companies | ||||
| served by Vanguard, since 2008. Mr. McNabb also | ||||
| serves as a Director of Vanguard Marketing | ||||
| Corporation. Mr. McNabb served as a Managing | ||||
| Director of Vanguard from 1995 to 2008. |
1 Mr. McNabb 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 | Mr. Fullwood is the former Executive Chief Staff and | 198 |
| (1948) | Marketing Officer for North America and Corporate | |||
| Vice President (retired 2008) of Xerox Corporation | ||||
| (document management products and services). | ||||
| Previous positions held at Xerox by Mr. Fullwood include | ||||
| President of the Worldwide Channels Group, President | ||||
| of Latin America, Executive Chief Staff Officer of | ||||
| Developing Markets, and President of Worldwide | ||||
| Customer Services. Mr. Fullwood is the Executive in | ||||
| Residence and 20092010 Distinguished Minett | ||||
| Professor at the Rochester Institute of Technology. | ||||
| Mr. Fullwood serves as Lead Director of SPX FLOW, Inc. | ||||
| (multi-industry manufacturing) and also serves as a | ||||
| Director of the University of Rochester Medical Center, | ||||
| Monroe Community College Foundation, the United | ||||
| Way of Rochester, North Carolina A&T University, and | ||||
| Roberts Wesleyan College. | ||||
| Rajiv L. Gupta | Trustee | December 2001 | Mr. Gupta is the former Chairman and Chief Executive | 198 |
| (1945) | Officer (retired 2009) and President (20062008) of | |||
| Rohm and Haas Co. (chemicals). Mr. Gupta serves as a | ||||
| Director of Tyco International PLC (diversified | ||||
| manufacturing and services), HP Inc. (printer and | ||||
| personal computer manufacturing), and Delphi | ||||
| Automotive PLC (automotive components) and as | ||||
| Senior Advisor at New Mountain Capital. | ||||
| Amy Gutmann | Trustee | June 2006 | Dr. Gutmann has served as the President of the | 198 |
| (1949) | University of Pennsylvania since 2004. She is the | |||
| 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. Dr. Gutmann also serves | ||||
| as a Trustee of the National Constitution Center. | ||||
| Dr. Gutmann is Chair of the Presidential Commission | ||||
| for the Study of Bioethical Issues. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| JoAnn Heffernan Heisen | Trustee | July 1998 | Ms. Heisen is the former Corporate Vice President | 198 |
| (1950) | and Chief Global Diversity Officer (retired 2008) | |||
| and a former member of the Executive Committee | ||||
| (19972008) of Johnson & Johnson (pharmaceuticals/ | ||||
| medical devices/consumer products). Ms. Heisen | ||||
| served as Vice President and Chief Information Officer | ||||
| of Johnson & Johnson from 1997 to 2005. Ms. Heisen | ||||
| serves as a Director of Skytop Lodge Corporation | ||||
| (hotels) and the Robert Wood Johnson Foundation and | ||||
| as a member of the Advisory Board of the Institute for | ||||
| Womens Leadership at Rutgers University. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | Mr. Loughrey is the former President and Chief | 198 |
| (1949) | Operating Officer (retired 2009) and Vice Chairman of | |||
| the Board (20082009) of Cummins Inc. (industrial | ||||
| machinery). Mr. Loughrey serves as Chairman of the | ||||
| Board of Hillenbrand, Inc. (specialized consumer | ||||
| services) and of Oxfam America; as a Director of | ||||
| SKF AB (industrial machinery), Hyster-Yale Materials | ||||
| Handling, Inc. (forklift trucks), the Lumina Foundation | ||||
| for Education, and the V Foundation for Cancer | ||||
| Research; and as a member of the Advisory Council for | ||||
| the College of Arts and Letters and of the Advisory | ||||
| Board to the Kellogg Institute for International Studies, | ||||
| both at the University of Notre Dame. | ||||
| Mark Loughridge | Lead Independent | March 2012 | Mr. Loughridge is the former Senior Vice President and | 198 |
| (1953) | Trustee | Chief Financial Officer (retired 2013) at IBM | ||
| (information technology services). Mr. Loughridge also | ||||
| served as a fiduciary member of IBMs Retirement Plan | ||||
| Committee (20042013). Previous positions held by Mr. | ||||
| Loughridge at IBM include Senior Vice President and | ||||
| General Manager of Global Financing (20022004), | ||||
| Vice President and Controller (19982002), and a | ||||
| variety of management roles. Mr. Loughridge serves as | ||||
| a Director of The Dow Chemical Company and as a | ||||
| member of the Council on Chicago Booth. | ||||
| Scott C. Malpass | Trustee | March 2012 | Mr. Malpass has served as Chief Investment Officer | 198 |
| (1962) | since 1989 and Vice President since 1996 at the | |||
| University of Notre Dame. Mr. Malpass serves as an | ||||
| Assistant Professor of Finance at the Mendoza College | ||||
| of Business at the University of Notre Dame and is a | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Mr. Malpass also serves on the boards of | ||||
| TIFF Advisory Services, Inc., and Catholic Investment | ||||
| Services, Inc. (investment advisors); as a member of | ||||
| the board of advisors for Spruceview Capital Partners; | ||||
| and as a member of the investment advisory | ||||
| committee of Major League Baseball. | ||||
| André F. Perold | Trustee | December 2004 | Dr. Perold is the George Gund Professor of Finance | 198 |
| (1952) | and Banking, Emeritus at the Harvard Business School | |||
| (retired 2011). Dr. Perold serves as Chief Investment | ||||
| Officer and Managing Partner of HighVista Strategies | ||||
| LLC (private investment firm). Dr. Perold also serves as | ||||
| a Director of Rand Merchant Bank and as an Overseer | ||||
| of the Museum of Fine Arts Boston. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Peter F. Volanakis | Trustee | July 2009 | Mr. Volanakis is the retired President and Chief | 198 |
| (1955) | Operating Officer (retired 2010) of Corning | |||
| Incorporated (communications equipment) and a | ||||
| former Director of Corning Incorporated (20002010) | ||||
| and of Dow Corning (20012010). Mr. Volanakis served | ||||
| as a Director of SPX Corporation (multi-industry | ||||
| manufacturing) in 2012 and as an Overseer of the | ||||
| Amos Tuck School of Business Administration at | ||||
| Dartmouth College from 2001 to 2013. Mr. Volanakis | ||||
| serves as Chairman of the Board of Trustees of Colby- | ||||
| Sawyer College and also serves as a member of the | ||||
| Advisory Board of the Norris Cotton Cancer Center. | ||||
| Executive Officers | ||||
| Glenn Booraem | Treasurer | July 2010 | Mr. Booraem, a Principal of Vanguard, has served as | 198 |
| (1967) | Treasurer of each of the investment companies served | |||
| by Vanguard, since May 2015. Mr. Booraem served as | ||||
| Controller of each of the investment companies served | ||||
| by Vanguard, from 2010 to 2015, and as Assistant | ||||
| Controller of each of the investment companies served | ||||
| by Vanguard, from 2001 to 2010. | ||||
| Thomas J. Higgins | Chief Financial | September 2008 | Mr. Higgins, a Principal of Vanguard, has served as Chief | 198 |
| (1957) | Officer | Financial Officer of each of the investment companies | ||
| served by Vanguard, since 2008. Mr. Higgins served as | ||||
| Treasurer of each of the investment companies served | ||||
| by Vanguard, from 1998 to 2008. | ||||
| Peter Mahoney | Controller | May 2015 | Mr. Mahoney, head of Global Fund Accounting at | 198 |
| (1974) | Vanguard, has served as Controller of each of the | |||
| investment companies served by Vanguard, since | ||||
| May 2015. Mr. Mahoney served as head of International | ||||
| Fund Services at Vanguard from 2008 to 2014. | ||||
| Anne E. Robinson | Secretary | September 2016 | Ms. Robinson has served as General Counsel of | 198 |
| (1970) | Vanguard since September 2016; Secretary of | |||
| Vanguard and of each of the investment companies | ||||
| served by Vanguard, since September 2016; Director | ||||
| and Senior Vice President of Vanguard Marketing | ||||
| Corporation since September 2016; and a Managing | ||||
| Director of Vanguard since August 2016. Ms. Robinson | ||||
| served as Managing Director and General Counsel of | ||||
| Global Cards and Consumer Services at Citigroup from | ||||
| 2014 to 2016. She served as counsel at American | ||||
| Express from 2003 to 2014. | ||||
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.
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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:
- 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. Gupta, Ms. Heisen, Mr. Loughrey, Mr. Loughridge, and Mr. Volanakis. The committee held five meetings during the Funds fiscal year ended September 30, 2016.
- 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 three meetings during the Funds fiscal year ended September 30, 2016.
- 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 boards consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Funds fiscal year ended September 30, 2016.
- Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held three meetings during the Funds fiscal year ended September 30, 2016.
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. The funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.
Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
- The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
- The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
- Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustees 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 trustees 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. McNabb 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 table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
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| VANGUARD QUANTITATIVE FUNDS | ||||
| TRUSTEES’ COMPENSATION TABLE | ||||
| Pension or Retirement | Accrued Annual | Total Compensation | ||
| Aggregate | Benefits Accrued | Retirement | From All Vanguard | |
| Compensation | as Part of the | Benefit at | Funds Paid | |
| Trustee | From the Funds1 | Funds’ Expenses1 | January 1, 20172 | to Trustees3 |
| F. William McNabb III | — | — | — | — |
| Emerson U. Fullwood | $1,027 | — | — | $237,000 |
| Rajiv L. Gupta | 1,085 | — | — | 250,333 |
| Amy Gutmann | 1,027 | — | — | 237,000 |
| JoAnn Heffernan Heisen | 1,085 | $25 | $7,509 | 248,833 |
| F. Joseph Loughrey | 1,085 | — | — | 250,333 |
| Mark Loughridge | 1,220 | — | — | 281,333 |
| Scott C. Malpass | 1,027 | — | — | 230,300 |
| André F. Perold | 1,085 | — | — | 237,000 |
| Peter F. Volanakis | 1,085 | — | — | 250,333 |
| 1 | The amounts shown in this column are based on the Trust's fiscal year ended September 30, 2016. 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 198 Vanguard funds for the 2016 calendar year. |
Ownership of Fund Shares
All trustees allocate their investments among the various Vanguard funds based on their own investment needs. The following table shows each trustee’s ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2016.
| Aggregate Dollar | |||
| Dollar Range of | Range of Vanguard | ||
| Fund Shares Owned | Fund Shares | ||
| Vanguard Fund | Trustee | by Trustee | Owned by Trustee |
| Growth and Income Fund | Emerson U. Fullwood | — | Over $100,000 |
| Rajiv L. Gupta | — | Over $100,000 | |
| Amy Gutmann | — | Over $100,000 | |
| JoAnn Heffernan Heisen | — | Over $100,000 | |
| F. Joseph Loughrey | — | Over $100,000 | |
| Mark Loughridge | — | Over $100,000 | |
| Scott C. Malpass | — | Over $100,000 | |
| F. William McNabb III | — | Over $100,000 | |
| André F. Perold | — | Over $100,000 | |
| Peter F. Volanakis | — | Over $100,000 |
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| Aggregate Dollar | |||
| Dollar Range of | Range of Vanguard | ||
| Fund Shares Owned | Fund Shares | ||
| Vanguard Fund | Trustee | by Trustee | Owned by Trustee |
| Structured Broad Market Fund | Emerson U. Fullwood | | Over $100,000 |
| Rajiv L. Gupta | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
| Structured Large-Cap Equity Fund | Emerson U. Fullwood | | Over $100,000 |
| Rajiv L. Gupta | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
As of December 31, 2016, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each funds outstanding shares.
As of December 31, 2016, the following owned of record 5% or more of the outstanding shares of each class:
Vanguard Growth and Income FundInvestor Shares: Vanguard Fiduciary Trust Company, Valley Forge, PA (10.12%), Vanguard Diversified Equity Fund, Valley Forge, PA (9.11%); Vanguard Structured Large-Cap Equity FundInstitutional Shares: Wells Fargo Bank NA, Minneapolis, MN (19.36%), Bank of America NA FBO MFO 2840734, Dallas, TX (17.30%); Vanguard Structured Large-Cap Equity FundInstitutional Plus Shares: National Financial Services LLC, Jersey City, NJ (99.09%); Vanguard Structured Broad Market FundInstitutional Shares: TD Banknorth Group, Cherry Hill, NJ (99.49%).
A shareholder who owns more than 25% of a Funds voting shares may be considered a controlling person. As of December 31, 2016, State of Utah Land Permanent State Trust Fund owned 63.25% and the State of Utah-State Post-Retirement Benefits Trust Fund owned 30.96% of the voting shares of Vanguard Structured Broad Market Fund. As of December 31, 2016, Fidelity Investments Institutional Operations Co. Inc., owned 62.04% of Vanguard Structured Large-Cap Equity Fund.
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 funds investment advisor, distributor, or any affiliated person of the
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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 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 funds ten largest stock portfolio holdings and the percentage of the funds 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 funds Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds 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 funds Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the funds ten largest stock portfolio holdings and the aggregate percentage of the funds total assets (and, for balanced funds, the aggregate percentage of the funds 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 funds 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 funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the funds 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 funds complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the Portfolio section of the funds 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 Funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the Funds Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the Portfolio section of the funds 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. Vanguards Portfolio Review Department will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market
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funds, may withhold any portion of the funds complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds 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 (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 Vanguards Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard funds 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,
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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 fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds 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-dealers legal obligation not to use or disclose material nonpublic information concerning the funds 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 funds 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 funds 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 Vanguards 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 Vanguards 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
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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 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 Vanguards 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 e-mail, 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, Vanguards 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 SERVICES
The Trust currently uses three investment advisors:
- D. E. Shaw Investment Management, L.L.C. (DESIM) provides investment advisory services for a portion of Vanguard Growth and Income Fund.
- Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital) provides investment advisory services for a portion of Vanguard Growth and Income Fund.
- The Vanguard Group, Inc. (Vanguard) provides investment advisory services to Vanguard Structured Broad Market Fund and Vanguard Structured Large-Cap Equity Fund, and for a portion of Vanguard Growth and Income Fund.
For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arms length basis with the advisory firm. Each advisory agreement is reviewed annually by each funds board of trustees, taking into account numerous factors, which include, without limitation: the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is
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between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to each unaffiliated investment advisory firm is described in the following sections. In addition, each firm has established policies and procedures designed to address the potential for conflicts of interest. Each firms compensation structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the fiscal year ended September 30, 2016.
A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the funds assets that the funds board of trustees determines to assign to the advisor. In this capacity, each advisor continuously reviews, supervises, and administers the investment program for its portion of the funds assets. Hereafter, each portion will be referred to as the advisors Portfolio. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguards Portfolio Review Group and the officers and trustees of the fund. Vanguards Portfolio Review Group is responsible for recommending changes in a funds advisory arrangements to the funds board of trustees, including changes in the amount of assets allocated to each advisor, and whether to hire, terminate, or replace an advisor.
I. Vanguard Growth and Income Fund
Vanguard Growth and Income Fund uses a multimanager approach. The Fund currently has three investment advisors: D. E. Shaw Investment Management, L.L.C.; Los Angeles Capital Management and Equity Research, Inc.; and The Vanguard Group, Inc., through its Quantitative Equity Group.
The Fund pays each investment advisor (other than Vanguard) a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Fund relative to that of the S&P 500 Index over the preceding 36-month period (for DESIM) or 60-month period (for Los Angeles Capital). Vanguard provides investment advisory services to a portion of the Fund on an at-cost basis.
During the fiscal years ended September 30, 2014, 2015, and 2016, the Fund incurred aggregate investment advisory fees and expenses of approximately $5,869,000 (before a performance-based increase of $981,000), $6,334,000 (before a performance-based increase of $55,000), and $7,103,000 (before a performance-based decrease of $154,000), respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended September 30, 2016, were $1,425,000 (representing an effective annual rate of 0.02%). The investment advisory fees paid to the remaining advisors for the fiscal year ended September 30, 2016, were $5,524,000 (representing an effective annual rate of 0.09%).
A. D. E. Shaw Investment Management, L.L.C. (DESIM)
DESIM is a privately-owned investment management firm headquartered in New York City. It is a wholly owned subsidiary of D. E. Shaw & Co., L.P., a global investment and technology development firm that was established in 1988.
1. Other Accounts Managed
Philip Kearns manages a portion of Vanguard Growth and Income Fund; as of September 30, 2016, the Fund held assets of $6.6 billion. As of September 30, 2016, Dr. Kearns also managed 1 other registered investment company with total assets of $528 million (advisory fee not based on account performance), 10 other pooled investment vehicles with total assets of $5 billion (advisory fees based on account performance for 6 of these accounts with total assets of $2.2 billion), and 12 other accounts with total assets of $5.8 billion (advisory fees based on account performance for 6 of these accounts with total assets of $2.8 billion).
2. Material Conflicts of Interest
DESIM manages portfolios for a number of clients (including both managed accounts and pooled investment vehicles) on its benchmark-relative structured equity (Structured Equity) platform. In addition, DESIM and other entities within the D. E. Shaw group manage a variety of investment vehicles with investment objectives different from the portfolios managed by DESIM on its Structured Equity platform. DESIM and its affiliates may employ, for their own account and/or
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for accounts of clients other than the Fund, investment systems, methods, tools, techniques, or strategies similar to or different from those employed by DESIM for the Fund (such activities, collectively, Other Management Activities). DESIM and its affiliates may also pursue investment opportunities, engage or hold interests in businesses of any nature, or render services of any kind to any other business, venture, or client (such activities, collectively, Other Business Activities). DESIM is not required to offer its Other Business Activities to the Fund.
In the normal course of its business activities, DESIM and its affiliates may face a variety of conflicts of interest, including those related to its Other Management Activities and Other Business Activities. For example, any current or future Other Management Activity or Other Business Activity could compete with the Fund for the purchase or sale of investments and could take positions opposite to or different from those taken for the Fund. To the extent permitted by applicable law, DESIM or its affiliates may effect cross transactions between client accounts in which one client will purchase securities held by another client. In addition, DESIM may be restricted by D. E. Shaw group policy, applicable law, or other considerations from purchasing or selling for the Fund the securities of issuers in which affiliates of DESIM are or may in the future be invested, or with which employees of such affiliates are commercially or professionally involved.
Although DESIM personnel expect to devote a certain amount of time and effort to the business and affairs of the Fund, such personnel will also devote a substantial (and probably greater) amount of working time and effort to DESIMs Other Management Activities or Other Business Activities. These other activities may require substantial commitments of time and resources by such personnel.
DESIM has established a variety of restrictions, procedures, and disclosures designed to address potential conflicts between or among the interests of its clients and the interests of itself and/or its affiliates. DESIM has also designed its automated trading systems, through which the overwhelming majority of trading activity on behalf of clients is routed, with the intent that trades are allocated over time among DESIMs clients in a fair and equitable manner. In addition, the D. E. Shaw groups Compliance department creates and implements various internal policies and procedures, including monitoring of outside business interests, monitoring trading in employees personal accounts, and maintaining a list of restricted securities. When conflicts of interest do arise, the D. E. Shaw group aims to address them in compliance with all legal and regulatory requirements and such restrictions, procedures, and disclosures, as applicable.
3. Description of Compensation
The total compensation of the named portfolio managers is structured as a base draw and a calendar year-end bonus. The base draw is generally fixed as of the beginning of each year, and the bonus amount is determined shortly after year-end. The year-end bonus typically accounts for the majority of each portfolio managers total compensation and varies from year to year to a much greater degree than the base draw. The amount of the year-end bonus is based on the overall financial performance of the D. E. Shaw group and, for certain portfolio managers, the financial performance of the particular investment strategy (or strategies) that the portfolio manager supervises. The payment of any such year-end bonus is subject to various conditions and the amount may be zero under certain circumstances.
In addition, a portion of the year-end bonus is subject to mandatory deferral in accordance with the firms deferred compensation plan, generally vesting in equal portions over a three-year period. The amount of each portfolio managers compensation deferred in any year varies with total compensation but is generally a significant portion of the year-end bonus. In accordance with the terms of the deferred compensation applicable to each portfolio manager, participants in the plan who voluntarily elect to leave the firm (other than in connection with retirement) will generally forfeit significant portions of any unvested deferred compensation; and each portfolio manager thus has an economic incentive to remain with the firm.
4. Ownership of Securities
As of September 30, 2016, the named portfolio manager did not own any shares of Vanguard Growth and Income Fund.
B. Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital)
Los Angeles Capital is an employee-owned California corporation founded in 2002.
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1. Other Accounts Managed
Thomas D. Stevens and Hal W. Reynolds co-manage a portion of Vanguard Growth and Income Fund; as of
September 30, 2016, the Fund held assets of $6.6 billion. As of September 30, 2016, Mr. Stevens and Mr. Reynolds also co-managed 11 other registered investment companies with total assets of approximately $1.9 billion (advisory fees not based on account performance), 12 other pooled investment vehicles with total assets of approximately $4.5 billion (advisory fees based on account performance for 3 of these accounts with total assets of approximately $2.5 billion), and 33 other accounts with total assets of approximately $2.5 billion (advisory fees based on account performance for 5 of these accounts with total assets of approximately $8 billion).
2. Material Conflicts of Interest
Los Angeles Capital has implemented policies and procedures, including brokerage and trade allocation policies and procedures, which the Firm believes address the potential for conflicts of interest associated with managing portfolios for multiple clients to ensure that all clients are treated equitably and fairly. While each client account is managed individually, Los Angeles Capital will, at any given time, purchase and/or sell the same securities for a number of accounts.
When appropriate, Los Angeles Capital will aggregate trades in the same securities. In these situations, client accounts will receive the same execution price per share, which will reflect the average of multiple prices if the order was executed in multiple trades. Accounts participating in an aggregated trade will be charged a pro-rata share of the total commission charges. However, where a client has specified directed brokerage or a specific order strategy (e.g., market-on-close), such transactions may not be aggregated with other orders and may result in commission rates and execution prices that differ from those obtained in an aggregated transaction. In addition, aggregated trades that are partially filled will generally be allocated on a pro-rata basis, subject to adjustments for factors such as available cash and maintenance of guideline weightings.
Los Angeles Capitals portfolio managers may manage accounts that are charged a performance-based fee alongside accounts with standard asset-based fee schedules. While performance-based fee arrangements may be viewed as creating an incentive to favor certain accounts over others in the allocation of investment opportunities, Los Angeles Capital has designed and implemented procedures to ensure that all clients are treated fairly and equally, and to prevent conflicts from influencing the allocation of investment opportunities.
Los Angeles Capital has procedures in place to minimize risks associated with trading a proprietary account together with client accounts. In the event that the trades in a clients managed account coincide or overlap with a proprietary Los Angeles Capital account, or a pooled account with proprietary assets in excess of 2%, the Firm will trade the client managed account(s) first and the account(s) with proprietary interests last. If feasible, and if the impact upon liquidity and market impact is determined to be inconsequential, Los Angeles Capital may trade client managed accounts in conjunction with accounts with proprietary interests. Similarly traded names would receive the same execution price per share and will be subject to the procedures outlined above with respect to aggregated transactions. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firm's Code of Ethics.
3. Description of Compensation
Los Angeles Capitals portfolio managers participate in a competitive compensation program that is aimed at attracting and retaining talented employees with an emphasis on disciplined risk management, ethics and compliance-centered behavior. No component of Los Angeles Capitals compensation policy or payment scheme is tied to the performance of one or more client portfolios or funds.
Each portfolio manager receives a base salary fixed from year to year. In addition, the portfolio managers participate in the Firms profit sharing plan. The aggregate amount of the contribution to the Firms profit sharing plan is based on overall Firm profitability with amounts paid to individual employees based on their relative overall compensation. Each of the portfolio managers also are shareholders of the Firm and receive compensation based upon the Firms overall profits.
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4. Ownership of Securities
As of September 30, 2016, the named portfolio managers did not own any shares of Vanguard Growth and Income Fund.
C. Vanguard
Vanguard, through its Quantitative Equity Group, provides investment advisory services on an at-cost basis for a portion of Vanguard Growth and Income Fund. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing Vanguards advisory services.
1. Other Accounts Managed
Michael Roach, James P. Stetler, and Binbin Guo co-manage a portion of Vanguard Growth and Income Fund; as of September 30, 2016, the Fund held assets of $6.6 billion. As of September 30, 2016, Mr. Roach also co-managed 11 other registered investment companies with total assets of $59 billion and 1 other pooled investment vehicle with total assets of $65 million (none of which had advisory fees based on account performance). As of September 30, 2016, Mr. Stetler also co-managed 13 other registered investment companies with total assets of $116 billion (none of which had advisory fees based on account performance). As of September 30, 2016, Mr. Guo also co-managed 15 other registered investment companies with total assets of $125 billion and 1 other pooled investment vehicle with total assets of $65 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, or offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest, including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations in which 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 September 30, 2016, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs.
A portfolio managers bonus is determined by a number of factors. One factor is gross, pre-tax performance of a fund relative to expectations for how the fund should have performed, given the funds 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 funds portfolio. For the portion of the Growth and Income Fund managed by Vanguard, the performance factor depends on how successfully the portfolio manager outperforms the S&P 500 Index and maintains the risk parameters of the Fund over a three-year period. Additional factors include the portfolio managers contributions to the investment management functions within the sub-asset class, contributions to the development of
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other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives previously described. The bonus is paid on an annual basis.
Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguards long-term incentive compensation plan based on their years of service, job level and, if applicable, management responsibilities. Each year, Vanguards 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 Vanguards 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 September 30, 2016, Vanguard employees collectively invested more than $5.2 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds. F. William McNabb III, Chairman of the Board, Chief Executive Officer, and President of Vanguard and the Vanguard funds, invests substantially all of his personal financial assets in Vanguard funds.
As of September 30, 2016, Mr. Stetler and Mr. Guo did not own any shares of Vanguard Growth and Income Fund; Mr. Roach owned shares in the $1$10,000 range.
II. Vanguard Structured Broad Market Fund and Vanguard Structured Large-Cap Equity Fund
Vanguard, through its Quantitative Equity Group, provides investment advisory services on an at-cost basis to Vanguard Structured Broad Market Fund and Vanguard Structured Large-Cap Equity Fund. The compensation and other expenses of advisory staff are allocated among the funds utilizing these services.
During the fiscal years ended September 30, 2014, 2015, and 2016, the Funds incurred the following approximate advisory expenses:
| Vanguard Fund | 2014 | 2015 | 2016 |
| Structured Broad Market Fund | $543,000 | $480,000 | $495,000 |
| Structured Large-Cap Equity Fund | 641,000 | 548,000 | 507,000 |
| 1. Other Accounts Managed | |||
James P. Stetler, Anatoly Shtekhman, and Binbin Guo co-manage Vanguard Structured Broad Market Fund; as of September 30, 2016, the Fund held assets of $430 million. As of September 30, 2016, Mr. Stetler also co-managed 13 other registered investment companies with total assets of $131 billion (none of which had advisory fees based on account performance). As of September 30, 2016, Mr. Shtekhman also co-managed 6 other registered investment companies with total assets of $62 billion and 1 other pooled investment vehicle with total assets of $65 million (none of which had advisory fees based on account performance). As of September 30, 2016, Mr. Guo also co-managed 15 other registered investment companies with total assets of $131 billion and 1 other pooled investment vehicle with total assets of $65 million (none of which had advisory fees based on account performance).
Michael R. Roach, James P. Stetler, and Binbin Guo co-manage Vanguard Structured Large-Cap Equity Fund; as of September 30, 2016, the Fund held assets of $569.7 million. As of September 30, 2016, Mr. Roach also co-managed 11 other registered investment companies with total assets of $65 billion and 1 other pooled investment vehicle with total assets of $65 million (none of which had advisory fees based on account performance). As of September 30, 2016, Mr. Stetler also co-managed 13 other registered investment companies with total assets of $130 billion (none of which had advisory fees based on account performance). As of September 30, 2016, Mr. Guo also co-managed 15 other registered investment companies with total assets of $131 billion and 1 other pooled investment vehicle with total assets of $65 million (none of which had advisory fees based on account performance).
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2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, or offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest, including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of September 30, 2016, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs.
A portfolio managers 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 funds 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 funds portfolio. For each Fund, the performance factor depends on how successfully the portfolio manager outperforms these expectations and maintains the risk parameters of the Fund over a three-year period. Additional factors include the portfolio managers contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives previously described. The bonus is paid on an annual basis.
Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguards long-term incentive compensation plan based on their years of service, job level and, if applicable, management responsibilities. Each year, Vanguards 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 Vanguards 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 September 30, 2016, Vanguard employees collectively invested more than $5.2 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds. F. William McNabb III, Chairman of the Board, Chief Executive Officer, and President of Vanguard and the Vanguard funds, invests substantially all of his personal financial assets in Vanguard funds.
As of September 30, 2016, the named portfolio managers did not own any shares of the Funds they managed.
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Duration and Termination of Investment Advisory Agreements
The current investment advisory agreements with the unaffiliated advisors are renewable for successive one-year periods, only if (1) each renewal is specifically approved by a vote of the Funds board of trustees, including the affirmative votes of a majority of trustees who are not parties to the contract or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval, or (2) each renewal is specifically approved by a vote of a majority of the Funds outstanding voting securities. An agreement is automatically terminated if assigned, and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund upon thirty (30) days written notice to the advisor, (2) by a vote of a majority of the Funds outstanding voting securities upon 30 days written notice to the advisor, or (3) by the advisor upon ninety (90) days written notice to the Fund.
Vanguard provides at-cost 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-dealers services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealers 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.
During the fiscal years ended September 30, 2014, 2015, and 2016, the Funds paid the following approximate amounts in brokerage commissions:
| Vanguard Fund | 2014 | 2015 | 2016 |
| Growth and Income Fund | $781,000 | $825,000 | $633,000 |
| Structured Broad Market Fund1 | 14,000 | 27,000 | 39,000 |
| Structured Large-Cap Equity Fund2 | 30,000 | 44,000 | 26,000 |
1 Higher brokerage commissions paid during the fiscal year ended September 30, 2016, were a result of an increase in portfolio turnover for the Fund.
2 Lower brokerage commissions paid during the fiscal year ended September 30, 2016, were a result of a decrease in portfolio turnover for the Fund.
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 advisors. If such securities are compatible with the investment policies of a Fund and one or more of the advisors other clients and are considered for purchase or sale at or about the same time, then transactions
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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 September 30, 2016, each Fund held securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
| Vanguard Fund | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
| Growth and Income Fund | Banc of America Securities LLC. | $35,051,000 |
| Goldman, Sachs & Co. | 14,363,000 | |
| J.P. Morgan Securities Inc. | 61,603,000 | |
| Morgan Stanley | 4,010,000 | |
| Wells Fargo Securities, LLC | 67,523,000 | |
| Structured Broad Market Fund | Citigroup Global Markets Inc. | 4,996,000 |
| Wells Fargo Securities, LLC | 2,055,000 | |
| Structured Large-Cap Equity Fund | Citigroup Global Markets Inc. | 7,212,000 |
PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Proxy Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the funds and its shareholders best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of
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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 companys stock (as determined by the companys 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 companys board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the funds 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 or contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
| I. | The Board of Directors |
| A. | Election of directors |
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
Although the funds will generally support the boards nominees, the following factors will be taken into account in determining each funds vote:
Factors For Approval Nominated slate results in board made up of a majority of independent directors. All members of Audit, Nominating, and Compensation committees are independent of management. |
Factors Against Approval Nominated slate results in board made up of a majority of non-independent directors. Audit, Nominating, and/or Compensation committees include 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 companys proxy ballot. In our view, this improves shareholders ability to participate in director elections while potentially enhancing boards accountability and responsiveness to shareholders.
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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 companys 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 companys 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 managements recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.
| III. | Compensation Issues |
| A. | Stock-based compensation plans |
Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the companys employees. However, we will evaluate compensation proposals in the context of several factors (a companys industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the companys 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
Company requires senior executives to hold a minimum amount
of company stock (frequently expressed as a multiple of salary).
Company requires stock acquired through equity awards to be
held for a certain period of time.
Compensation program includes performance-vesting awards,
indexed options, or other performance-linked grants.
Concentration of equity grants to senior executives is limited
(indicating that the plan is very broad-based).
Stock-based compensation is clearly used as a substitute for
cash in delivering market-competitive total pay.
B. Bonus plans
Factors Against Approval
Total potential dilution (including all stock-based plans) exceeds 15% of
shares outstanding.
Annual equity grants have exceeded 2% of shares outstanding.
Plan permits repricing or replacement of options without
shareholder approval.
Plan provides for the issuance of reload options.
Plan contains automatic share replenishment (evergreen) feature.
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the IRC, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
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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 companys 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 instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
| A. | Shareholder rights plans (poison pills) |
| A | companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest |
without the approval of the targets 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
Plan is relatively short-term (3-5 years).
Plan requires shareholder approval for renewal.
Plan incorporates review by a committee of independent
directors at least every three years (so-called TIDE provisions).
Ownership trigger is reasonable (15-20%).
Highly independent, non-classified board.
Plan includes permitted-bid/qualified-offer feature (chewable
pill) that mandates a shareholder vote in certain situations.
B. Increase in authorized shares
Factors Against Approval
Plan is long term (>5 years).
Renewal of plan is automatic or does not require shareholder approval.
Board with limited independence.
Ownership trigger is less than 15%.
Classified board.
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 companys specific circumstances and market practices.
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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.
F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Corporate and Social Policy Issues
Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. The Board generally believes that these are ordinary business matters that are primarily the responsibility of management and should be evaluated and approved solely by the corporations board of directors. Often, proposals may address concerns with which the Board philosophically agrees, but absent a compelling economic impact on shareholder value (e.g., proposals to require expensing of stock options), the funds will typically abstain from voting on these proposals. This reflects the belief that regardless of our philosophical perspective on the issue, these decisions should be the province of company management unless they have a significant, tangible impact on the value of a funds investment and management is not responsive to the matter.
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
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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 companys 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 companys 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 companys 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 issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a banks outstanding voting shares without seeking prior regulatory approval, provided the funds shares in excess of 10% are mirror voted or not voted at all.
These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds 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. The Proxy Voting Group
The Board has delegated the day-to-day operations of the funds proxy voting process to the Proxy Voting Group, 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 Proxy Voting Group 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 Boards or the Committees discretion, such action is warranted.
The Proxy Voting Group 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 Proxy Voting Group also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Proxy 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 Proxy Voting Group 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
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subject to the fiduciary standards of good faith, fairness, and Vanguards 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 funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguards website at vanguard.com.
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at vanguard.com or the SECs website at www.sec.gov.
FINANCIAL STATEMENTS
Each Funds Financial Statements for the fiscal year ended September 30, 2016, appearing in the Funds 2016 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 Funds performance, please see the Funds Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
SAI 093 012017
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PART C
VANGUARD QUANTITATIVE FUNDS
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 37 dated January 23, 2009, is hereby incorporated by reference. |
| (b) | By-Laws, filed with Post-Effective Amendment No. 40 dated January 27, 2011, are hereby incorporated by reference. |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the Registrants Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above. |
| (d) | Investment Advisory Contracts, for D. E. Shaw Investment Management, L.L.C. and for Los Angeles Capital Management and Equity Research, Inc., filed with Post-Effective Amendment No. 43 dated November 29, 2011, are hereby incorporated by reference. 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 Agreements, for State Street Bank and Trust Company and for The Bank of New York Mellon, are filed herewith. |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, filed with Post-Effective Amendment No. 43 dated November 29, 2011, 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, for Vanguard Structured Equity Funds, filed with Post-Effective Amendment No. 51 dated January 26, 2015, is hereby incorporated by reference. For Vanguard Growth and Income Fund, is filed herewith. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for The Vanguard Group, Inc., filed with Post-Effective Amendment No. 51 dated January 26, 2015, and for D. E. Shaw Investment Management, L.L.C., filed with Post- Effective Amendment No. 53 dated January 26, 2016, are hereby incorporated by reference. For Los Angeles Capital Management and Equity Research, Inc., is filed herewith. |
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
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Item 30. Indemnification
The Registrants 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 Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
D. E. Shaw Investment Management, L.L.C. (DESIM), 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 DESIM 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 DESIM pursuant to the Advisers Act (SEC File No. 801-64222).
Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Los Angeles Capital 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 Los Angeles Capital pursuant to the Advisers Act (SEC File No. 801-60934).
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of 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).
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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 more than 190 mutual 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 |
| F. William McNabb III | Director and Chairman | Chairman and Chief Executive Officer |
| Glenn W. Reed | Director | None |
| Mortimer J. Buckley | Director and Senior Vice President | None |
| Martha G. King | Director and Senior Vice President | None |
| Chris D. McIsaac | Director and Senior Vice President | None |
| Anne E. Robinson | Director and Senior Vice President | Secretary |
| Karen Risi | Director and Managing Director | None |
| Thomas Rampulla | Director and Senior Vice President | None |
| Michael Rollings | Director | None |
| Natalie Bej | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Benchener | Principal | None |
| Jack Brod | Principal | None |
| James M. Delaplane Jr. | Principal | None |
| Kathleen A. Graham-Kelly | Principal | None |
| Phillip Korenman | Principal | None |
| Mike Lucci | Principal | None |
| Alba E. Martinez | Principal | None |
| Brian McCarthy | Principal | None |
| Frank Satterthwaite | Principal | None |
| Christopher Sicilia | Principal | None |
| Tammy Virnig | Principal | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
| Amy M. Laursen | Financial and Operations Principal | None |
| Timothy P. Holmes | Annuity and Insurance Officer | None |
| Jeff Seglem | Annuity and Insurance Officer | None |
| Michael L. Kimmel | Assistant Secretary | None |
| Marc P. Lindsay | Assistant Secretary | None |
| Caroline Cosby | Secretary | None |
| (c) | Not applicable. |
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Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Custodians, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, and The Bank of New York Mellon, One Wall Street, New York, NY 10286; and the Registrants investment advisors at their respective locations 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.
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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 25th day of January 2017.
VANGUARD QUANTITATIVE FUNDS
BY:_________/s/ F. William McNabb III*____________
F. William McNabb III
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/ F. William McNabb III* | Chairman and Chief Executive | January 25, 2017 |
| Officer | ||
| F. William McNabb | ||
| /s/ Emerson U. Fullwood* | Trustee | January 25, 2017 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | January 25, 2017 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | January 25, 2017 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | January 25, 2017 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | January 25, 2017 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | January 25, 2017 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | January 25, 2017 |
| Scott C. Malpass | ||
| /s/ André F. Perold* | Trustee | January 25, 2017 |
| André F. Perold | ||
| /s/ Peter F. Volanakis* | Trustee | January 25, 2017 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | January 25, 2017 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on October 4, 2016, see File Number 33-32548, Incorporated by Reference.
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| INDEX TO EXHIBITS | |
| Custodian Agreements, State Street Bank and Trust Company | Ex-99.G |
| Custodian Agreements, The Bank of New York Mellon | Ex-99.G |
| Other Opinions, Consent of Independent Registered Public Accounting Firm | Ex-99.J |
| Rule 18f-3 Plan | Ex-99.N |
| Codes of Ethics, Los Angeles Capital Management and Equity Research, Inc. | Ex-99.P |
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MASTER CUSTODIAN AGREEMENT
This Agreement is made as of September 23, 2010 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as (the Fund), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the Custodian).
WITNESSETH:
WHEREAS, each Fund is authorized to issue shares of common stock or shares of beneficial interest in separate series (Shares), with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 19.6 below, shall hereinafter be referred to as the Portfolio(s)).
WHEREAS, each Fund not so authorized intends that this Agreement be applicable to it and all references hereinafter to one or more Portfolio(s) shall be deemed to refer to such Fund(s); and
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (domestic securities) and securities which the Fund, on behalf of the applicable Portfolio desires to be held outside the United States (foreign securities). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a Local Agent), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a Pledgee), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With respect to uncertificated shares (the Underlying Shares) of (i) registered investment companies (as defined in Section 3(a)(1) of the Investment
Master Custodian Agreement
Company Act of 1940, as amended from time to time (the 1940 Act)), whether in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act or (ii) investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act (the entities listed in clauses (i) and (ii) being hereinafter sometimes referred to as the Underlying Portfolios) the holding of confirmation statements that identify the shares as being recorded in the Custodians name on behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may place and maintain each Funds foreign securities with foreign banking institution sub-custodians employed by the Custodian and/or foreign securities depositories, all as designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 hereof.
SECTION 2. |
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD IN THE UNITED STATES |
SECTION 2.1 HOLDING SECURITIES. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) securities which are maintained pursuant to Section 2.8 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a U.S. Securities System) and (b) Underlying Shares owned by each Fund which are maintained pursuant to Section 2.10 hereof in an account with State Street Bank and Trust Company or such other entity which may from time to time act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions (the Underlying Transfer Agent).
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
| 1) | Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment; |
| 2) | Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; |
| 3) | In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof; |
| 4) | To the depository agent in connection with tender or other similar offers for securities of the Portfolio; |
| 5) | To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; |
| 6) | To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; |
| 7) | Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodians own negligence or willful misconduct; |
| 8) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
| 9) | In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; |
| 10) | For delivery in connection with any loans of securities made by the Portfolio (a) |
| against | receipt of collateral as agreed from time to time by the Fund on behalf of the |
| Portfolio, | except that in connection with any loans for which collateral is to be |
| credited | to the Custodians account in the book-entry system authorized by the U.S. |
| Department | of the Treasury, the Custodian will not be held liable or responsible for |
| the | delivery of securities owned by the Portfolio prior to the receipt of such collateral |
| or | (b) to the lending agent, or the lending agents custodian, in accordance with |
| written | Proper Instructions (which need not provide for the receipt by the Custodian |
| of | collateral therefor) agreed upon from time to time by the Custodian and the Fund; |
| 11) | For delivery as security in connection with any borrowing by a Fund on behalf of a |
| Portfolio | requiring a pledge of assets by the Fund on behalf of such Portfolio; |
| 12) | For delivery in accordance with the provisions of any agreement among the Fund on |
| behalf | of the Portfolio, the Custodian and a broker-dealer registered under the |
| Securities Exchange Act of 1934 (the Exchange Act) and a member of the Financial Industry Regulatory Authority, Inc. (FINRA, formerly known as The National Association of Securities Dealers, Inc.), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio; | |
| 13) | For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the CFTC) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio; |
| 14) | Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a Repo Custodian), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a Free Trade), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made; |
| 15) | Upon receipt of instructions from the Funds transfer agent (the Transfer Agent) |
| for | delivery to such Transfer Agent or to the holders of Shares in connection with |
| distributions | in kind, as may be described from time to time in the currently effective |
| prospectus | and statement of additional information of the Fund related to the |
| Portfolio | (the Prospectus), in satisfaction of requests by holders of Shares for |
| repurchase | or redemption; |
| 16) | In the case of a sale processed through the Underlying Transfer Agent of Underlying |
| Shares, | in accordance with Section 2.10 hereof; |
| 17) | For delivery as initial or variation margin in connection with futures or options on |
| futures | contracts entered into by the Fund on behalf of the Portfolio; and |
| 18) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on |
| behalf | of the applicable Portfolio specifying (a) the securities of the Portfolio to be |
| delivered | and (b) the person or persons to whom delivery of such securities shall be |
| made. |
SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the
appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be in street name or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts to timely collect income due the Fund on such securities and shall utilize its best efforts to timely notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
SECTION 2.4 BANK ACCOUNTS. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees or the Board of Directors of the Fund (as appropriate, and in each case, the Board). Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
SECTION 2.5 COLLECTION OF INCOME. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14) or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.
| SECTION 2.6 PAYMENT OF FUND MONIES. The Custodian shall pay out monies of a |
| Portfolio as provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the |
| applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, |
| the Custodian shall pay out monies of a Portfolio in the following cases only: |
| 1) | Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without |
| limitation, | delivering money to the seller thereof or to a dealer therefor (or an agent | |
| for | such seller or dealer) against expectation of receiving later delivery of such | |
| securities | or evidence of title to such options, futures contracts or options on futures | |
| contracts | to the Custodian (or any bank, banking firm or trust company doing | |
| business | in the United States or abroad which is qualified under the 1940 Act to act | |
| as | a custodian and has been designated by the Custodian as its agent for this purpose) | |
| registered | in the name of the Portfolio or in the name of a nominee of the Custodian | |
| referred | to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a | |
| purchase | effected through a U.S. Securities System, in accordance with the | |
| conditions | set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying | |
| Shares, | in accordance with the conditions set forth in Section 2.10 hereof; (d) in the | |
| case | of repurchase agreements entered into between the applicable Fund on behalf of | |
| a | Portfolio and the Custodian, or another bank, or a broker-dealer which is a member | |
| of | FINRA, (i) against delivery of the securities either in certificate form or through | |
| an | entry crediting the Custodians account at the Federal Reserve Bank with such | |
| securities | or (ii) against delivery of the receipt evidencing purchase by the Portfolio | |
| of | securities owned by the Custodian along with written evidence of the agreement | |
| by | the Custodian to repurchase such securities from the Portfolio; or (e) for transfer | |
| to | a time deposit account of the Fund in any bank, whether domestic or foreign; such | |
| transfer | may be effected prior to receipt of a confirmation from a broker and/or the | |
| applicable | bank pursuant to Proper Instructions from the Fund as defined herein; | |
| 2) | In connection with conversion, exchange or surrender of securities owned by the | |
| Portfolio | as set forth in Section 2.2 hereof; | |
| 3) | For the redemption or repurchase of Shares issued as set forth in Section 7 hereof; | |
| 4) | For the payment of any expense or liability incurred by the Portfolio, including but | |
| not | limited to the following payments for the account of the Portfolio: interest, taxes, | |
| management, | accounting, transfer agent and legal fees, and operating expenses of the | |
| Fund | whether or not such expenses are to be in whole or in part capitalized or treated | |
| as | deferred expenses; | |
| 5) | For the payment of any dividends on Shares declared pursuant to the Funds articles | |
| of | incorporation or organization and by-laws or agreement or declaration of trust, as | |
| applicable, | and Prospectus and Statement of Additional Information (collectively, | |
| Governing | Documents); | |
| 6) | For payment of the amount of dividends received in respect of securities sold short; | |
| 7) | Upon the purchase of domestic investments including, without limitation, repurchase | |
| agreement | transactions involving delivery of Portfolio monies to Repo Custodian(s), | |
| and | prior to receipt of such investments, as set forth in written Proper Instructions | |
| (such | payment in advance of delivery, along with delivery in advance of payment | |
| made | in accordance with Section 2.2(14), as applicable, shall each be referred to | |
| herein | as a Free Trade), provided that such Proper Instructions shall also set forth | |
| (a) | the amount of such payment and (b) the person(s) to whom such payment is | |
| made; | ||
| 8) | For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and |
| 9) | For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made. |
SECTION 2.7 APPOINTMENT OF AGENTS. The Custodian may at any time or times in its discretion appoint (and may at any time remove) agents to carry out such of the provisions of this Agreement as the Custodian may from time to time direct; provided, however, that the Custodian shall be fully responsible and liable for the actions and omissions of any agent (which shall not be deemed to be U.S. Securities Systems or Foreign Sub-Custodians and subcustodians and other agents of the Fund or Portfolio) appointed hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.
SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act, as amended from time to time.
SECTION 2.9 SEGREGATED ACCOUNT. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio, establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or or options thereon purchased or sold by the Portfolio, (c) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the SEC), or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (d) for any other purpose in accordance with Proper Instructions.
SECTION 2.10 DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT.
Underlying Shares beneficially owned by the Fund, on behalf of a Portfolio, shall be deposited and/or maintained in an account or accounts maintained with an Underlying Transfer Agent and the Custodians only responsibilities with respect thereto shall be limited to the following:
| 1) | Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio. |
| 2) | In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the Custodians books and records. |
| 3) | In respect of the sale or redemption of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall transfer such Underlying Shares as so directed, record such transfer from the account of such Portfolio on the Custodians books and records and, upon the Custodians receipt of the proceeds therefor, record such payment for the account of such Portfolio on the Custodians books and records. |
The Custodian shall not be liable to the Fund for any loss or damage to the Fund or any Portfolio resulting from the maintenance of Underlying Shares with an Underlying Transfer Agent except to the extent the loss or damage results directly from the fraud, negligence or willful misconduct of the Custodian or any of its agents or of any of its or their employees.
SECTION 2.11 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.
SECTION 2.12 PROXIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), the Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities.
SECTION 2.13 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Fund on behalf of the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer.The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with domestic securities or other property of the Portfolios held by it unless (i) the Custodian is in actual possession of such domestic securities or other property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with
respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.13.
Section 2.14 Securities Lending. To the extent that a Fund engages in a securities lending program other than with the Custodian, the Fund and the Custodian will agree to procedures that will apply to such securities lending program.
SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
Country Risk means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such countrys political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
Eligible Foreign Custodian has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.
Foreign Assets means any of the Portfolios investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios transactions in such investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.
Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.
Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.
SECTION 3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and
custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by each Fund, on behalf of the applicable Portfolio(s), of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by such Funds Board on behalf of such Portfolio(s) responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by each Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn, and such withdrawal shall be deemed to be effective, and the Custodian shall cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country as of the date that is ninety days (or such other period to which the parties may agree in writing) after receipt of any such Proper Instructions by the Foreign Custody Manager.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Ninety days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodians acceptance of delegation is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change. The Foreign Custody Manager will also provide the Fund with global market information bulletins on a timely basis.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. Each Boards delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party.
Termination will become effective ninety (90) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
SECTION 3.3
ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.
SECTION 4. |
DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES |
| SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set |
| forth below shall have the indicated meanings: |
Foreign Securities System means an Eligible Securities Depository listed on Schedule B hereto.
Foreign Sub-Custodian means a foreign banking institution serving as an Eligible Foreign Custodian.
SECTION 4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
| (i) | Upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System; |
| (ii) | In connection with any repurchase agreement related to foreign securities; |
| (iii) | To the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; |
| (iv) | To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; |
| (v) | To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; |
| (vi) | To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case, the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such foreign securities prior to receiving payment for such foreign securities except as may arise from the Foreign Sub-Custodians own negligence or willful misconduct; |
| (vii) | For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; |
| (viii) | In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; |
| (ix) | For delivery as security in connection with any borrowing by a Fund on behalf of a Portfolio requiring a pledge of assets by the Fund on behalf of such Portfolio; |
| (x) | In connection with trading in options and futures contracts, including delivery as original margin and variation margin; |
| (xi) | Upon the sale or other delivery of such foreign securities (including, without limitation, to one or more Special Sub-Custodians or Repo Custodians) as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be |
| made; | |
| (xii) | In connection with the lending of foreign securities; and |
| (xiii) | For any other purpose, but only upon receipt of Proper Instructions specifying (A) |
| the | foreign securities to be delivered and (B) the person or persons to whom delivery |
| of | such securities shall be made. |
4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:
| (i) | Upon the purchase of foreign securities for the Portfolio, unless otherwise directed | |
| by | Proper Instructions, by (A) delivering money to the seller thereof or to a dealer | |
| therefor | (or an agent for such seller or dealer) against expectation of receiving later | |
| delivery | of such foreign securities; or (B) in the case of a purchase effected through a | |
| Foreign | Securities System, in accordance with the rules governing the operation of | |
| such | Foreign Securities System; | |
| (ii) | In connection with the conversion, exchange or surrender of foreign securities of the | |
| Portfolio; | ||
| (iii) | For the payment of any expense or liability of the Portfolio, including but not limited | |
| to | the following payments: interest, taxes, investment advisory fees, transfer agency | |
| fees, | fees under this Agreement, legal fees, accounting fees, and other operating | |
| expenses; | ||
| (iv) | For the purchase or sale of foreign exchange or foreign exchange contracts for the | |
| Portfolio, | including transactions executed with or through the Custodian or its | |
| Foreign | Sub-Custodians; | |
| (v) | In connection with trading in options and futures contracts, including delivery as | |
| original | margin and variation margin; | |
| (vi) | Upon the purchase of foreign investments including, without limitation, repurchase | |
| agreement | transactions involving delivery of Portfolio monies to Repo Custodian(s), | |
| as | a Free Trade, provided that applicable Proper Instructions shall set forth (A) the | |
| amount | of such payment and (B) the person or persons to whom payment shall be | |
| made; | ||
| (vii) | For payment of part or all of the dividends received in respect of securities sold | |
| short; | ||
| (viii) | In connection with the borrowing or lending of foreign securities; and | |
| (ix) | For any other purpose, but only upon receipt of Proper Instructions specifying (A) | |
| the | amount of such payment and (B) the person or persons to whom such payment is | |
| to | be made. | |
| 4.4.3. | MARKET CONDITIONS. Notwithstanding any provision of this Agreement to | |
the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering
Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.
The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.
SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing provided that the use of a nominee is customary market practice. The applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. To the extent that the use of nominee names is not customary market practice, foreign securities shall not be registered in a nominee name, and the Funds shall not have any obligation to hold harmless any such nominee where the use is not customary market practice. Notwithstanding the foregoing, if the prior written consent of the applicable Fund is given the applicable Fund on behalf of such Portfolio shall hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
SECTION 4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. The foregoing constitutes the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.
SECTION 4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. Income on securities loaned other than from the Custodians securities lending program shall be credited as received.
SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, the Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints
that may exist in the country where such securities are issued, including but not limited to proxy services not being available in certain markets. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors, may have the effect of severely limiting the ability of a Fund to exercise shareholder rights.The Custodian shall, however, as soon as is reasonably practicable communicate information received as to the foregoing to the applicable Fund. In addition to the foregoing, the Custodian agrees to provide the Funds with annual and periodic market updates.
SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. . For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to a Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 4.9.
SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. The Custodian shall not employ a Foreign Sub-Custodian unless such employment is memorialized in a written agreement. Each such written agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible using best efforts, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodians performance of such obligations. At a Funds election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.
SECTION 4.11 TAX LAW. The Fund or its Portfolio shall be liable for all taxes, assessments, duties and other government charges, including any interest or penalty with respect thereto, with respect to any cash or securities held on behalf of the Fund or its Porfolios or any transaction related thereto. The Custodian shall withhold or cause to withhold the amount of tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution with respect to any domestic security or foreign security and proceeds or income from the sale or other transfer of any domestic security or foreign security in custody at the Custodian. The Custodian shall assist the Fund with respect to any claim for exemption or reclaim under the tax laws of the designated countries listed on Schedule A upon request by a Fund.
SECTION 4.12. LIABILITY OF CUSTODIAN. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from Country Risk, nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Foreign Sub-Custodian has otherwise acted with reasonable care.
SECTION 5. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)
SECTION 5.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on a contractual settlement basis (the Contractual Settlement Services).
SECTION 5.2 The Contractual Settlement Services shall be provided for such instruments and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services under this Agreement at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.
SECTION 5.3 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies would ordinarily be required to settle such transaction in the applicable market. The Custodian shall promptly recredit such amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that such transaction has been canceled.
SECTION 5.4 With respect to the settlement of a sale of securities, a provisional credit of an amount equal to the net sale price for the transaction (the Settlement Amount) shall be made to the account of the Portfolio as if the Settlement Amount had been received as of the close of business on the date that monies would ordinarily be available in good funds in the applicable market. Such provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agents having possession of the asset(s) (which shall exclude assets subject to any third party lending arrangement entered into by a Portfolio) associated with the transaction in good deliverable form and not being aware of any facts which would lead them to reasonably believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.
SECTION 5.5. Simultaneously with the making of such provisional credit, the Portfolio agrees that the Custodian shall have, and hereby grants to the Custodian, a security interest in any property at any time held for the account of the Portfolio to the full extent of the credited amount, and each Portfolio hereby pledges, assigns and grants to the Custodian a continuing security interest and a lien on any and all such property of such Portfolio under the Custodians possession, in
accordance with the terms of this Agreement. In the event that the applicable Portfolio fails to promptly repay any provisional credit, the Custodian shall have all of the rights and remedies of a secured party under the Uniform Commercial Code of The State of New York.
SECTION 5.6 The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio.
SECTION 5.7 In the event that the Custodian is unable to debit an account of the Portfolio, and the Portfolio fails to pay any amount due to the Custodian at the time such amount becomes payable in accordance with this Agreement, (i) the amount of any accrued dividends, interest and other distributions with respect to assets associated with such transaction may be set off against the credited amount, (ii) the provisional credit shall be considered an advance of cash for purposes of the Agreement and (iii) the Custodian shall have the right to setoff against any property and to sell, exchange, convey, transfer or otherwise dispose of any property at any time held for the account of the Portfolio to the full extent necessary for the Custodian to make itself whole.
SECTION 5A. ACTUAL SETTLEMENT SERVICES (PURCHASE / SALES)
SECTION 5A.1 With respect to each cash account designated in writing by a Portfolio, the Custodian shall, in accordance with the terms set out in this Section 5A, debit or credit the appropriate cash account of each Portfolio in connection with (i) the purchase of securities for such Portfolio, and (ii) proceeds of the sale of securities held on behalf of such Portfolio, on an actual settlement basis.
SECTION 5A.2 The consideration payable in connection with a purchase transaction shall be debited from the appropriate cash account of the Portfolio as of the time and date that monies are actually payable.
SECTION 5A.3 With respect to the settlement of a sale of securities, the Custodian shall credit the appropriate cash account of the Portfolio as of the time and date that the cash received as consideration for the transaction is actually received by Custodian.
SECTION 6.
SPECIAL SUB-CUSTODIANS
Upon receipt of Special Instructions (as such term is defined in Section 8 hereof), the Custodian shall, on behalf of one or more Portfolios, appoint one or more banks, trust companies or other entities designated in such Special Instructions to act as a sub-custodian for the purposes of effecting such transaction(s) as may be designated by a Fund in Special Instructions. Each such designated sub-custodian is referred to herein as a Special Sub-Custodian. Each such duly appointed Special Sub-Custodian shall be listed on Schedule D hereto, as it may be amended from time to time by a Fund, with the acknowledgment of the Custodian. In connection with the appointment of any Special Sub-Custodian, and in accordance with Special Instructions, the Custodian shall enter into a sub-custodian agreement with the Fund and the Special Sub-Custodian in form and substance
approved by such Fund, provided that such agreement shall in all events comply with the provisions of the 1940 Act and the rules and regulations thereunder and the terms and provisions of this Agreement.
SECTION 7. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES
The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.
SECTION 8. PROPER INSTRUCTIONS AND SPECIAL INSTRUCTIONS
Proper Instructions, which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Funds duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.
Special Instructions, as such term is used throughout this Agreement, means Proper Instructions countersigned or confirmed in writing by the Treasurer or any Assistant Treasurer of the applicable Fund or any other person designated in writing by the Treasurer of such Fund, which countersignature or confirmation shall be (a) included on the same instrument containing the Proper Instructions or on a separate instrument clearly relating thereto and (b) delivered by hand, by facsimile transmission, or in such other manner as the Fund and the Custodian agree in writing.
Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian, duly certified by such Funds Treasurer or Assistant Treasurer, a certificate setting forth: (i) the names, titles, signatures and scope of authority of all persons authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund and (ii) the names, titles and signatures of those persons authorized to give Special Instructions. Such certificate may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary.
SECTION 9.
EVIDENCE OF AUTHORITY
The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
SECTION 10. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:
| 1) | Surrender securities in temporary form for securities in definitive form; |
| 2) | Endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and |
| 3) | In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board. |
SECTION 11. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12 hereof; provided, however, that the Custodian shall be obligated to reconcile information
as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. Each Fund acknowledges that, in keeping the books of account of the Portfolio, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Funds counterparty(ies), or the agents of either of them.
SECTION 12.
RECORDS
The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the SEC. The Custodian shall, at a Funds request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. Each Fund acknowledges that, in creating and maintaining the records as set forth herein with respect to Portfolio property released and delivered pursuant to Section 2.2(14), or purchased pursuant to Section 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Funds counterparty(ies), or the agents of either of them.
| SECTION 13. | RESERVED. |
| SECTION 14. | REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS |
The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (either, a Securities System), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
SECTION 15.
COMPENSATION OF CUSTODIAN
The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian.
SECTION 16.
RESPONSIBILITY OF CUSTODIAN
So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received
by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement other than as may be specifically agreed to by the Fund or Portfolio in writing, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction without negligence or willful misconduct. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.
Except as may arise from the Custodians own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vi) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodians sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as such term is defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.
If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form to be mutually agreed upon between such Fund and Custodian if and when neceesary.
If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominees own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolios assets to the extent necessary to obtain reimbursement.
Except as may arise from the Custodians own negligence or willful misconduct, each Fund shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, charge, counsel fee, payment or liability resulting from the Custodians reasonable reliance upon information provided by the applicable Fund, such Funds counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to either of Section 2.2(14) or Section 2.6(7) hereof; (b) for the acts or omissions of any Special Sub-Custodian; or (c) for the acts or omissions of any Local Agent or Pledgee.
None of the parties shall be liable for indirect, special, incidental, punitive or consequential damages.
SECTION 17. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT
This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Portfolio and not sooner than one hundred twenty (120) days if termination is being sought by the Custodian; provided, however, that no Fund shall amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of such Funds Governing Documents, and further provided, that any Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
Termination of this Agreement with respect to any one particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Fund or Portfolio.
Upon termination of the Agreement, the applicable Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for the transaction costs of delivering out the securities of such
applicable Portfolio to the successor custodian appointed pursuant to Section 18 of this Agreement, if any.
SECTION 18.
SUCCESSOR CUSTODIAN
If a successor custodian for one or more Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination and receipt of Proper Instructions, deliver to such successor custodian at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio), duly endorsed and in the form for transfer, all securities, cash, and other assets of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System or at the Underlying Transfer Agent.
If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian (or such other location as shall mutually be agreed upon by the Custodian and the applicable Fund on behalf of such Portfolio) and transfer such securities, funds and other properties in accordance with such resolution.
In the event that no Proper Instructions designating a successor custodian or alternative arrangements shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System or at the Underlying Transfer Agent. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of any Fund to provide Proper Instructions as aforesaid, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
SECTION 19. GENERAL
SECTION 19.1 NEW YORK LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The State of New York.
SECTION 19.2 PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of such Funds assets.
SECTION 19.3 ASSIGNMENT. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) by the Custodian without the written consent of each applicable Fund.
SECTION 19.4 INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement.
SECTION 19.5 ADDITIONAL FUNDS. In the event that any management investment company in addition to those listed on Appendix A hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 19.7 below.
SECTION 19.6 ADDITIONAL PORTFOLIOS. In the event that any Fund establishes one or more series of Shares in addition to those set forth on Appendix A hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
SECTION 19.7 THE PARTIES. All references herein to the Fund are to each of the management investment companies listed on Appendix A hereto, and each management investment company made subject to this Agreement in accordance with Section 19.5 above, individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series corporation, trust or other entity, all references herein to the Portfolio are to the individual series or portfolio of such corporation, trust or other entity, or to such corporation, trust or other entity on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to the parties shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its Governing Documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. The Custodian hereby represents and warrants that (a) it is duly incorporated or organized and is validly existing in good standing in its jurisdiction of incorporation or organization; (b) it has the requisite power and authority under applicable law and its declaration of trust or other governing documents to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) this Agreement constitutes its legal, valid, binding and enforceable agreement; and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it. The Custodian hereby represents to each of the Funds, on behalf of each of such Funds Portfolios, that it (a) has and shall maintain a disaster recovery and business continuation plan in general is reasonably designed to enable the Custodian to perform its duties and obligations set forth under this Agreement; (b) shall test the operability of
such plan at least once every twelve (12) months and revise such plan as Custodian reasonably believes is necessary to ensure that the plan, in general, continues to be reasonably designed to enable the Custodian to perform its duties and obligations as set forth under this Agreement; and (c) shall activate such plan if Custodian reasonably believes (i) an event has occurred which would materially affect the Custodians timely discharge of its duties and performance of its obligations under this Agreement and (ii) activation of such plan would allow Custodian to discharge its duties hereunder.
SECTION 19.8 REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
SECTION 19.9 NOTICES. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To any Fund: |
c/o THE VANGUARD GROUP, INC. 100 Vanguard Boulevard Malvern, Pennsylvania 19355 Attention: Thomas J. Higgins Telephone: (610) 669-8573 Telecopy: (610) 669-6112 |
With a copy to: |
THE VANGUARD GROUP, INC. 100 Vanguard Boulevard Malvern, Pennsylvania 19355 Attention: General Counsel Telephone: (610) 669-1000 Telecopy: (610) 669-6600 |
To the Custodian: |
STATE STREET BANK AND TRUST COMPANY 2 Avenue de Lafayette Boston, MA 02111 Attention: Custody Only NACC2 Fund Manager Telephone: 617- 664- 9952 Telecopy: 617- 786-2002 |
With a copy to: |
STATE STREET BANK AND TRUST COMPANY 2 Avenue de Lafayette Boston, MA 02111 Attention: Legal Department Investor Services Telephone: 617- 662- 1783 Telecopy: 617- 662- 2702 |
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four
hours after dispatch and, in the case of facsimile, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, facsimile or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
SECTION 19.10 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement.
SECTION 19.11 SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
SECTION 19.12 REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
SECTION 19.13 SHAREHOLDER COMMUNICATIONS ELECTION. Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended, requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Funds name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian no, the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Funds protection, the Rule prohibits the requesting company from using the Funds name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
| YES [ ] | The Custodian is authorized to release the Funds name, address, and share positions. |
| NO [X] | The Custodian is not authorized to release the Funds name, address, and share |
| positions. | |
SECTION 19.14 SAS 70 AUDIT REPORTS . The Custodian shall complete a Type II SAS 70 audit (SAS Audit) at least once every fiscal year of the Custodian and shall provide to the Funds a copy of the results of such SAS Audit (including the independent auditors opinion thereto) as soon as reasonably practicable after the date of publication.
SECTION 19.15 REGULATION GG. The Funds are hereby notified that restricted transactions, as such term is defined in Section 233.2(y) of Federal Reserve Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.
[Signature page to follow.]
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative under seal as of the date first above-written.
FUND SIGNATURE ATTESTED TO BY: |
EACH OF THE ENTITIES SET FORTH ON APPENDIX A HERETO |
By: /s/ Heidi Stam
Name: Heidi Stam
Title: Secretary
By: /s/ Thomas J. Higgins
Name: Thomas J. Higgins
Title: Chief Financial Officer
SIGNATURE ATTESTED TO BY:
STATE STREET BANK AND TRUST COMPANY
By: /s/ Christopher J. Meyers
Name: Christopher J. Meyers
Title: Vice President
By: /s/ Neal J. Chansky
Name: Neal J. Chansky
Title: Senior Vice President
APPENDIX A
TO
MASTER CUSTODIAN AGREEMENT
VANGUARD CALIFORNIA TAX-FREE FUNDS
- Vanguard California Intermediate-Term Tax-Exempt Fund
- Vanguard California Long-Term Tax-Exempt Fund
- Vanguard California Tax-Exempt Money Market Fund
VANGUARD CMT FUNDS
· Vanguard Municipal Cash Management Fund
VANGUARD CONVERTIBLE SECURITIES FUND
VANGUARD FENWAY FUNDS
· Vanguard Growth Equity Fund
VANGUARD FLORIDA TAX-FREE FUNDS
· Vanguard Florida Long-Term Tax-Exempt Fund
VANGUARD INSTITUTIONAL INDEX FUNDS· Vanguard Institutional Index Fund
VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS· Vanguard Massachusetts Tax-Exempt Fund
VANGUARD MUNICIPAL BOND FUNDS
- Vanguard High-Yield Tax-Exempt Fund
- Vanguard Intermediate-Term Tax-Exempt Fund
- Vanguard Limited-Term Tax-Exempt Fund
- Vanguard Long-Term Tax-Exempt Fund
- Vanguard Short-Term Tax-Exempt Fund
- Vanguard Tax-Exempt Money Market Fund
VANGUARD NEW JERSEY TAX-FREE FUNDS
- Vanguard New Jersey Long-Term Tax-Exempt Fund
- Vanguard New Jersey Tax-Exempt Money Market Fund
VANGUARD NEW YORK TAX-FREE FUNDS
- Vanguard New York Long-Term Tax-Exempt Fund
- Vanguard New York Tax-Exempt Money Market Fund
VANGUARD OHIO TAX-FREE FUNDS
- Vanguard Ohio Long-Term Tax-Exempt Fund
- Vanguard Ohio Tax-Exempt Money Market Fund
VANGUARD PENNSYLVANIA TAX-FREE FUNDS
- Vanguard Pennsylvania Long-Term Tax-Exempt Fund
- Vanguard Pennsylvania Tax-Exempt Money Market Fund
VANGUARD QUANTITATIVE FUNDS
· Vanguard Growth and Income Fund
VANGUARD STAR FUNDS
- Vanguard STAR Fund
VANGUARD VARIABLE INSURANCE FUNDS
- Balanced Portfolio
- Diversified Value Portfolio
- Equity Index Portfolio
- High Yield Bond Portfolio
- Mid-Cap Index Portfolio
- REIT Index Portfolio
- Small Company Growth Portfolio
VANGUARD WORLD FUND
- FTSE Social Index Fund
SCHEDULE D
TO
MASTER CUSTODIAN AGREEMENT
SPECIAL SUB-CUSTODIANS
*[None/Name of Special Sub-Custodian(s)]
SCHEDULE II AMENDMENT #13
The following is an amended and restated Schedule II (Amendment) to the Amended and Restated Custody Agreement, dated June 19, 2001 (the Agreement), by and between The Bank of New York Mellon (previously The Bank of New York) (Custodian) and each open-end management investment company listed on Schedule II thereto (each, a Fund). This Amendment serves to update Schedule II. Custodian and the Funds hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.
Schedule II is hereby amended as follows:
Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: |
Vanguard Admiral Funds Vanguard Treasury Money Market Fund/23-2696041 Vanguard Chester Funds Vanguard PRIMECAP Fund/23-2311358 Vanguard CMT Funds Vanguard Market Liquidity Fund/20-0961056 Vanguard Fenway Funds Vanguard PRIMECAP Core Fund/20-1689237 Vanguard Fixed Income Securities Funds Vanguard Intermediate-Term Investment-Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short-Term Investment-Grade Fund/23-2439153 Vanguard Short-Term Federal Fund/23-2483049 Vanguard Short-Term Treasury Fund/23-2659567 |
68280, v0.9 68280, 3/7/2016
Fund: Series/Tax Identification No.: |
Vanguard Horizon Funds Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small-Cap Equity Fund/20-4234046 |
Fund: Series/Tax Identification No.: |
Vanguard Malvern Funds Vanguard Core Bond Fund/81-1029058 Vanguard Emerging Markets Bond Fund/81-1040527 |
Fund: Series/Tax Identification No.: |
Vanguard Money Market Reserves Vanguard Prime Money Market Fund/23-6607979 Vanguard Federal Money Market Fund/23-2439136 |
Fund: Series/Tax Identification No.: |
Vanguard Quantitative Funds Vanguard Structured Large-Cap Equity Fund/20-4457289 Vanguard Structured Broad Market Fund/20-5380815 |
Fund: Series/Tax Identification No.: |
Vanguard Scottsdale Funds Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873 Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415 |
Fund: Series/Tax Identification No.: |
Vanguard Trustees Equity Fund Vanguard Emerging Markets Select Stock Fund/45-1137578 |
68280, v0.9
Fund: Series/Tax Identification No.: |
Vanguard Variable Insurance Funds Capital Growth Portfolio/55-0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135 Short-Term Investment-Grade Portfolio/23-2980466 |
Fund: Series/Tax Identification No.: |
Vanguard Whitehall Funds Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733 Vanguard International Dividend Appreciation Index Fund/ 47-5192304 Vanguard International High Dividend Yield Index Fund/ 47-5195802 |
AGREED TO as of the _____ day of February, 2016, BY:
THE BANK OF NEW YORK MELLON By: Name: Title: |
Each Fund Listed on Schedule II By: Name: Thomas J. Higgins Title: Chief Financial Officer |
68280, v0.9
SCHEDULE II AMENDMENT #13
The following is an amended and restated Schedule II (Amendment) to the Amended and Restated Custody Agreement, dated June 19, 2001 (the Agreement), by and between The Bank of New York Mellon (previously The Bank of New York) (Custodian) and each open-end management investment company listed on Schedule II thereto (each, a Fund). This Amendment serves to update Schedule II. Custodian and the Funds hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.
Schedule II is hereby amended as follows:
Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: |
Vanguard Admiral Funds Vanguard Treasury Money Market Fund/23-2696041 Vanguard Chester Funds Vanguard PRIMECAP Fund/23-2311358 Vanguard CMT Funds Vanguard Market Liquidity Fund/20-0961056 Vanguard Fenway Funds Vanguard PRIMECAP Core Fund/20-1689237 Vanguard Fixed Income Securities Funds Vanguard Intermediate-Term Investment-Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short-Term Investment-Grade Fund/23-2439153 Vanguard Short-Term Federal Fund/23-2483049 Vanguard Short-Term Treasury Fund/23-2659567 |
68280, v0.9 68280, 3/7/2016
Fund: Series/Tax Identification No.: |
Vanguard Horizon Funds Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small-Cap Equity Fund/20-4234046 |
Fund: Series/Tax Identification No.: |
Vanguard Malvern Funds Vanguard Core Bond Fund/81-1029058 Vanguard Emerging Markets Bond Fund/81-1040527 |
Fund: Series/Tax Identification No.: |
Vanguard Money Market Reserves Vanguard Prime Money Market Fund/23-6607979 Vanguard Federal Money Market Fund/23-2439136 |
Fund: Series/Tax Identification No.: |
Vanguard Quantitative Funds Vanguard Structured Large-Cap Equity Fund/20-4457289 Vanguard Structured Broad Market Fund/20-5380815 |
Fund: Series/Tax Identification No.: |
Vanguard Scottsdale Funds Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873 Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415 |
Fund: Series/Tax Identification No.: |
Vanguard Trustees Equity Fund Vanguard Emerging Markets Select Stock Fund/45-1137578 |
68280, v0.9
Fund: Series/Tax Identification No.: |
Vanguard Variable Insurance Funds Capital Growth Portfolio/55-0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135 Short-Term Investment-Grade Portfolio/23-2980466 |
Fund: Series/Tax Identification No.: |
Vanguard Whitehall Funds Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733 Vanguard International Dividend Appreciation Index Fund/ 47-5192304 Vanguard International High Dividend Yield Index Fund/ 47-5195802 |
AGREED TO as of the _____ day of February, 2016, BY:
THE BANK OF NEW YORK MELLON By: Name: Title: |
Each Fund Listed on Schedule II By: Name: Thomas J. Higgins Title: Chief Financial Officer |
68280, v0.9
| CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional |
| Information constituting parts of this Post-Effective Amendment No. 55 to the registration statement on |
| Form N-1A (the Registration Statement) of our report dated November 10, 2016, relating to the financial |
| statements and financial highlights appearing in the September 30, 2016 Annual Report to Shareholders of |
| Vanguard Growth and Income Fund, and of our report dated November 18, 2016, relating to the financial |
| statements and financial highlights appearing in the September 30, 2016 Annual Report to Shareholders of |
| Vanguard Structured Broad Market Fund and Vanguard Structured Large-Cap Equity Fund (comprising |
| Vanguard Quantitative Funds), which reports are also incorporated by reference into the Registration |
| Statement. We also consent to the references to us under the heading Financial Highlights in the |
| Prospectuses and under the headings Financial Statements and Service ProvidersIndependent |
| Registered Public Accounting Firm in the Statement of Additional Information. |
| /s/PricewaterhouseCoopers LLP |
| Philadelphia, PA |
| January 24, 2017 |
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 (collectively the Funds, individually a Fund). The Plan explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group (Vanguard). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund, 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
AdmiralShares
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 Vanguard business line depending on the eligibility of the client segments to whom they market. Vanguard retains sole discretion in determining share class availability, and 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
1
from time to time. It is expected that the minimum investment amount for Investor Shares will be substantially lower than the amount required for any other class of shares. Investor Shares are typically distributed by all Vanguard business lines.
B. Admiral Shares
Admiral Shares generally will be available to individual, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested the Fund; or (ii) any other factors deemed appropriate by a Funds Board of Trustees. Admiral Shares are typically distributed by all Vanguard 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 Vanguards 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 Vanguards 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 Vanguard share classes. Institutional Select Shares are typically distributed by Vanguards institutional business line.
2
F. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who pay for their ETF shares by depositing a prescribed basket of securities rather than paying cash. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all Vanguard business lines.
G. Transition Shares
Transition Shares generally will be available solely to Vanguard funds-of-funds that meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
All share classes will receive a range of services provided by Vanguard on a per account basis. These account-based services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:
A. Investor Shares
Investor Shares generally will receive the most basic level of service from Vanguard. Investor Shares generally will be serviced through a pool of Vanguard client service representatives.
B. Admiral Shares
Admiral Shares will receive a different level of service from Vanguard as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.
3
C. Institutional Shares
Institutional Shares will receive from Vanguard a level of service that differs from the service provided to the holders of shares of other classes. Such services may include special client service representatives who will be assigned to service Institutional Shares. Most holders of Institutional Shares periodically will receive special investment updates from Vanguards investment staff. Holders of Institutional Shares also may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
D. Institutional Plus Shares
Institutional Plus Shares generally will receive a very high level of service from Vanguard as compared to any other share classes. Special client service representatives will be assigned to service Institutional Plus Shares, and most holders of such shares periodically, but more than the holders of all other shares, will receive special updates from Vanguards investment staff. Holders of Institutional Plus Shares may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
E. Institutional Select Shares
Institutional Select Shares generally will receive a customized level of service. Holders of Institutional Select Shares may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
F. ETF Shares
A Fund is expected to maintain only one shareholder of record for ETF
Shares¾DTC or its nominee. Special client service representatives will be assigned to the DTC account, and all transactions on this account will be handled electronically. Due to the nature and purpose of the DTC account, ETF Shares will not receive any special updates from Vanguards investment staff.
G. Transition Shares
The only investors eligible to own Transition Shares are Vanguard funds-of-funds, and it is expected that such funds, because of the nature of Transition Shares, will own the shares only for the brief periods necessary to complete the relevant portfolio transitions. The level of service provided will be commensurate
4
| with | the needs of a fund-of-funds transitioning from one underlying fund to | ||
| another. | |||
| V. | CONVERSION FEATURES | ||
| A. | Self-Directed Conversions | ||
| 1. | Conversion into Investor Shares, Admiral Shares, | ||
| Institutional Shares, and Institutional Plus 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 shareholders accounts, such conversions may require the assistance of a Vanguard representative. Shareholders may convert from one share class into another share class | |||
| provided | that following the conversion the shareholder: (i) meets the then | ||
| applicable eligibility requirements for the share class into which they are converting; and (ii) receives services consistent with such new share class. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguards receipt of the shareholders 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 | ||
| Vanguards | receipt of the shareholders request in good order. Vanguard | ||
| or | the Fund may charge an administrative fee to process conversion | ||
| transactions. | |||
| B. | Automatic Conversions | ||
| 1. | Automatic conversion into Admiral Shares. Vanguard may | ||
| automatically | convert Investor Shares into Admiral Shares of the same | ||
| fund | (if available), provided that following the conversion the shareholder: | ||
| (i) | meets the eligibility requirements for Admiral Shares; and (ii) receives | ||
| services | consistent with Admiral Shares. Any such conversion will occur | ||
| at | the respective net asset values of the share classes next calculated after | ||
| Vanguards | conversion without the imposition of any charge. Such | ||
| automatic | conversions may occur on a periodic, or one-time basis. | ||
| Automatic | conversions may occur at different times due to the differing | ||
5
mechanisms through which an account is funded or meets the required investment minimum. Automatic conversions do not apply to certain types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by Vanguard management).
2. Automatic conversion into Institutional Shares or Institutional Plus Shares. Vanguard may conduct automatic conversions of any share class into either Institutional Shares or Institutional Plus Shares in accordance with then-current eligibility requirements.
| C. | Involuntary Conversions and Cash Outs | |
| 1. | Cash Outs. If a shareholder in any class of shares no longer | |
| meets the eligibility requirements for such shares, the Fund may cash out the shareholders remaining account balance. Any such cash out will be | ||
| preceded | by written notice to the shareholder and will be subject to the | |
| Funds 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 shareholders 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 | |
| Vanguard is a jointly-owned subsidiary of the Funds. Vanguard provides | ||
| the | Funds, on an at-cost basis, virtually all of their corporate management, | |
| administrative | and distribution services. Vanguard also may provide investment | |
| advisory | services on an at-cost basis to the Funds. Vanguard 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). Vanguards direct | |
| and | indirect expenses of providing corporate management, administrative and | |
6
distribution services to the Funds are allocated among such funds in accordance with methods specified in the Agreement.1
| B. | Class Specific Expenses | |
| 1. | Expenses for Account-Based Services. Expenses associated | |
| with Vanguards 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 Funds share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; (ii) the percentage of total account transactions performed by Vanguard for each class; and (iii) the percentage of new accounts opened for each class.
(b) Expenses of special servicing arrangements.
Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Funds 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 Funds share classes based upon the number of such items produced and mailed for each class.
2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
| C. | Fund-Wide Expenses |
| 1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based |
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying funds share class.
7
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 Funds Board of Trustees under paragraph (c)(1)(v) of Rule 18f-3 under the Investment Company Act of 1940.
2. Asset Management Expenses. Expenses associated with management of a Funds assets (including all advisory, tax preparation and custody fees) will be allocated among the Funds 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 Funds 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.
8
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 Vanguard.
Original Board Approval: July 21, 2000
Last Approved by Board: December 18, 2015
9
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Admiral Funds | ||
| · | Treasury Money Market Fund | Investor |
| · | S&P 500 Value Index Fund | Institutional, ETF |
| · | S&P 500 Growth Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Value Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
| Vanguard Bond Index Funds | ||
| · | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Long-Term Bond Index Fund | Investor, Institutional, Institutional Plus, |
| ETF | ||
| · | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Total Bond Market II Index Fund | Investor, Institutional |
| · | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
| Vanguard California Tax-Free Funds | ||
| · | Tax-Exempt Money Market Fund | Investor |
| · | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Charlotte Funds | ||
| · | Total International Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Select, ETF | ||
1
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Chester Funds | ||
| · | PRIMECAP Fund | Investor, Admiral |
| · | Target Retirement Income Fund | Investor |
| · | Target Retirement 2010 Fund | Investor |
| · | Target Retirement 2015 Fund | Investor |
| · | Target Retirement 2020 Fund | Investor |
| · | Target Retirement 2025 Fund | Investor |
| · | Target Retirement 2030 Fund | Investor |
| · | Target Retirement 2035 Fund | Investor |
| · | Target Retirement 2040 Fund | Investor |
| · | Target Retirement 2045 Fund | Investor |
| · | Target Retirement 2050 Fund | Investor |
| · | Target Retirement 2055 Fund | Investor |
| · | Target Retirement 2060 Fund | Investor |
| · | 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 |
| Vanguard Convertible Securities Fund | Investor | |
| Vanguard Explorer Fund | Investor, Admiral | |
| Vanguard Fenway Funds | ||
| · | Equity Income Fund | Investor, Admiral |
| · | Growth Equity Fund | Investor |
| · | PRIMECAP Core Fund | Investor |
| Vanguard Fixed Income Securities Funds | ||
| · | Ultra-Short-Term Bond Fund | Investor, Admiral |
| · | 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 |
| · | Long-Term Treasury Fund | Investor, Admiral |
| · | Long-Term Investment-Grade Fund | Investor, Admiral |
| · | High-Yield Corporate Fund | Investor, Admiral |
2
| Vanguard Fund | Share Classes Authorized | |
| 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 International Equity Index Funds | ||
| · | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| · | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| · | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| · | Total World Stock Index Fund | Investor, Institutional, ETF |
| · | FTSE All World ex-US Small-Cap Index Fund | Investor, Institutional, ETF |
| · | Global ex-U.S. Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
3
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Malvern Funds | ||
| · | Capital Value Fund | Investor |
| · | Short-Term Inflation-Protected Securities | |
| Index Fund | Investor, Admiral, Institutional, ETF | |
| · | U.S. Value Fund | Investor |
| · | Institutional Short-Term Bond Fund | Institutional Plus |
| · | Institutional Intermediate-Term Bond Fund | Institutional Plus |
| · | Core Bond Fund | Investor, Admiral |
| · | Emerging Markets Bond Fund | Investor, Admiral |
| Vanguard Massachusetts Tax-Exempt Funds | ||
| · | Massachusetts Tax-Exempt Fund | Investor |
| Vanguard Money Market Funds | ||
| · | Prime Money Market Fund | Investor, Admiral |
| · | Federal Money Market Fund | Investor |
| Vanguard Morgan Growth Fund | Investor, Admiral | |
| Vanguard Montgomery Funds | ||
| · | Market Neutral Fund | Investor, Institutional |
| Vanguard Municipal Bond Funds | ||
| · | Tax-Exempt 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 | ||
| · | Tax-Exempt Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard New York Tax-Free Funds | ||
| · | Tax-Exempt Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Ohio Tax-Free Funds | ||
| · | Tax-Exempt Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor |
| Vanguard Pennsylvania Tax-Free Funds | ||
| · | Tax-Exempt Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
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| Vanguard Fund | Share Classes Authorized | |
| Vanguard Quantitative Funds | ||
| · | Growth and Income Fund | Investor, Admiral |
| Vanguard Scottsdale Funds | ||
| · | Short-Term Government Bond Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Government Bond Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Government Bond 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 |
| Vanguard Specialized Funds | ||
| · | Energy Fund | Investor, Admiral |
| · | Precious Metals Fund | Investor |
| · | Health Care Fund | Investor, Admiral |
| · | Dividend Growth Fund | Investor |
| · | REIT 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 |
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| 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 |
| · | 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 |
| · | REIT Index Portfolio | Investor |
| · | Short-Term Investment Grade Portfolio | Investor |
| · | Small Company Growth Portfolio | Investor |
| · | Capital Growth Portfolio | Investor |
| · | Total Stock Market Index Portfolio | Investor |
| Vanguard Wellesley Income Fund | Investor, Admiral | |
| Vanguard Wellington Fund | Investor, Admiral | |
| Vanguard Whitehall Funds | ||
| · | Selected Value Fund | Investor |
| · | Mid-Cap Growth Fund | Investor |
| · | International Explorer Fund | Investor |
| · | High Dividend Yield Index Fund | Investor, ETF |
| · | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| · | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| · | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| · | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
| Vanguard Windsor Funds | ||
| · | Windsor Fund | Investor, Admiral |
| · | Windsor II | Investor, Admiral |
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Vanguard Fund
Share Classes Authorized
Vanguard World Fund
- Extended Duration Treasury Index Fund
- FTSE Social Index 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
- Telecommunication Services Index Fund
- Utilities Index Fund
Original Board Approval: July 21, 2000 Last Updated: March 10, 2016
Institutional, Institutional Plus, ETF Investor, Institutional 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
7
SCHEDULE B to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Vanguard has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plans eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with Vanguards Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $10,000 for retail clients in index funds and $50,000 for retail clients in actively managed funds. Retail managed clients and financial intermediary and other institutional clients may hold Admiral Shares of both index and actively managed funds without restriction. Vanguard Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares and Vanguard reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
- Certain Retirement Plans Admiral Shares generally are not available for SIMPLE IRAs, Vanguard Individual 401(k) Plans, and retail serviced Individual 403(b)(7) custodial accounts held directly with Vanguard.
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, Vanguard also reserves 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:
- Individual clients. Individual clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund.
2 The eligibility of a Vanguard Fund of Funds to invest in a particular share class of an underlying Vanguard fund is determined by Vanguard and the Board in accordance with the allocation methodology referenced in Section VI.
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| Financial intermediary clients. Financial intermediaries generally may hold | ||
| Institutional | Shares for the benefit of their underlying clients provided that: | |
| (1) | each underlying investor individually meets the investment minimum | |
| amount | described above; and | |
| (2) | the financial intermediary agrees to monitor ongoing compliance of the | |
| underlying | investor accounts with the investment minimum amount; or | |
| (3) | a sub-accounting arrangement between Vanguard and the financial | |
| intermediary | allows Vanguard to monitor compliance with the eligibility | |
| requirements | established by Vanguard. | |
| Institutional clients. Institutional clients, including but not limited to defined | ||
| benefit | and contribution plan clients, endowments, and foundations may hold | |
| Institutional | Shares if the total amount aggregated among all accounts held by | |
| such | client (including accounts held through financial intermediaries) and | |
| invested | in the Fund is at least $5 million (or such higher minimum required | |
| by | the individual fund). Such institutional clients must disclose to Vanguard | |
| on | behalf of their accounts the following: (1) that each account has a common | |
| decision-maker; | and (2) the total balance in each account held by the client in | |
| the | Fund. | |
| Investment by Vanguard Target Retirement Collective Trust. A Vanguard | ||
| Target | Retirement Trust that is a collective trust exempt from regulation under | |
| the | Investment Company Act and that seeks to achieve its investment | |
| objective | by investing in underlying Vanguard Funds (a TRT) may hold | |
| Institutional | Shares of an underlying Fund whether or not its investment meets | |
| the | minimum investment threshold specified above. | |
| Accumulation Period ¾Accounts 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 Vanguard 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 Vanguard management. | |
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Plus Share class eligibility also is subject to the following special rules:
- Individual clients. Individual clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, Vanguard management is
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| authorized | to permit aggregation of a greater number of accounts in the case | |
| of | clients whose aggregate assets within the Vanguard Funds are expected to | |
| generate | substantial economies in the servicing of their accounts. | |
| Institutional clients. Institutional clients, including but not limited to defined | ||
| benefit | and contribution plan clients, endowments, and foundations may hold | |
| Institutional | Plus Shares if the total amount aggregated among all accounts | |
| held | by such client (including accounts held through financial intermediaries) | |
| and | invested in the Fund is at least $100 million (or such higher or lower | |
| minimum | required by the individual fund). Such institutional clients must | |
| disclose | to Vanguard on behalf of their accounts the following: (1) that each | |
| account | has a common decision-maker; and (2) the total balance in each | |
| account | held by the client in the Fund. | |
| Financial intermediary clients. Financial intermediaries generally may hold | ||
| Institutional | Plus Shares for the benefit of their underlying clients provided | |
| that: | ||
| (1) | each underlying investor individually meets the investment minimum | |
| amount | described above; and | |
| (2) | the financial intermediary agrees to monitor ongoing compliance of the | |
| underlying | investor accounts with the investment minimum amount; or | |
| (3) | a sub-accounting arrangement between Vanguard and the financial | |
| intermediary | allows Vanguard to monitor compliance with the eligibility | |
| requirements | established by Vanguard. | |
| 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 Vanguard 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 Vanguard management. | |
| Asset Allocation Models - Vanguard clients with defined asset allocation | ||
| models | whose assets meet eligibility requirements may qualify for | |
| Institutional | Plus Shares if such models comply with policies and procedures | |
| that | have been approved by Vanguard 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, Vanguard also reserves 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:
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| Institutional clients. Institutional clients, including but not limited to defined | ||
| benefit | and contribution plan clients, endowments, foundations, and Section | |
| 529 | college savings plans may hold Institutional Select Shares if the total | |
| amount | aggregated among all accounts held by such client (including accounts | |
| held | through financial intermediaries) and invested in the Fund is at least $3 | |
| billion | (or such higher or lower minimum required by the individual fund). | |
| Such | institutional clients must disclose to Vanguard on behalf of their | |
| accounts | the following: (1) that each account has a common decision-maker; | |
| and | (2) the total balance in each account held by the client in the Fund. | |
| Financial intermediary clients. Financial intermediaries generally may hold | ||
| Institutional | Select Shares for the benefit of their underlying clients provided | |
| that: | ||
| (1) | each underlying investor individually meets the investment minimum | |
| amount | described above; and | |
| (2) | the financial intermediary agrees to monitor ongoing compliance of the | |
| underlying | investor accounts with the investment minimum amount; or | |
| (3) | a sub-accounting arrangement between Vanguard and the financial | |
| intermediary | allows Vanguard to monitor compliance with the eligibility | |
| requirements | established by Vanguard. | |
| 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 Vanguard 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 Vanguard management. | |
| Investment by Vanguard collective investment trusts with a similar mandate. | ||
| A | Vanguard 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 Funds Registration Statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized DTC Participant, as defined in Paragraph III.D of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the
4
relevant prospectus. The value of a Fund's Creation Unit will vary with the net asset value of the Funds ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket of securities with the Fund, rather than paying cash.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Vanguard funds-of-funds and only by an underlying fund of a Vanguard fund-of-funds (i) that is receiving assets in kind from one or more funds-of-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: January 29, 2016
5
LOS ANGELES CAPITAL
Code of Ethics
Confidential
Effective: December 30, 2016
| Table of Contents | |
| Introduction | 1 |
| General Principles | 1 |
| Scope of the Code | 2 |
| Persons Covered by the Code | 2 |
| Family Members of Access Persons | 2 |
| Standards of Business Conduct | 2 |
| Conflicts of Interest | 2 |
Outside Business Interests 4
| Record of Conflicts | 4 |
| Transactions with Affiliates | 4 |
| Disciplinary Events | 5 |
| Prohibited Activities | 5 |
| Gifts and Entertainment | 5 |
| Limits to Gifts and Entertainment Received by Employees | 6 |
| Limits to Gifts and Entertainment Given by Employees | 6 |
| Broker/Dealer Entertainment | 7 |
| Pre-Clearing and Reporting Gifts and Entertainment | 7 |
| Personal Trading Procedures | 8 |
| Disclosure of Personal Accounts and Security Holdings | 8 |
| Exempt Reporting Requirements | 9 |
| Restricted Securities | 9 |
| Pre-Clearance Procedures | 9 |
| Exemptions from Pre-Clearance | 10 |
| Quarterly Transaction Reports | 10 |
| Quarterly Personal Brokerage Statements | 11 |
| Confidentiality | 11 |
| Certification of Compliance with Code of Ethics | 11 |
| Administration and Enforcement of Code | 11 |
| Annual Review | 11 |
| Recordkeeping | 12 |
| Violations of the Code | 12 |
| Sanctions | 12 |
| Sanctions for Personal Trading Violations | 12 |
| Whistleblower Policy | 13 |
| Definitions | 15 |
| Pre-Clearance Matrix | Appendix A |
Introduction
This Code of Ethics (the Code) establishes the rules of conduct for Los Angeles Capital Management and Equity Research, Inc. (Los Angeles Capital) and LACM Global, Ltd. (together with Los Angeles Capital the Firm) under Section 204 and Rule 204A-1 of the Investment Advisers Act of 1940, rule 17j-1 of the Investment Company Act of 1940, and the Financial Conduct Authority Principles for Business and Conduct of Business.
General Principles
The Firm acts as a fiduciary to its clients and/or investors (clients) and therefore has an affirmative duty of care, loyalty, honesty, and good faith to act in their best interests. The Firms personnel have an obligation to uphold these duties. At a minimum, the Firm and its employees must conduct themselves in accordance with the following principles:
| 1. | You must place the interests of the client before the Firm at all times; |
| 2. | You must conduct business with integrity; |
| 3. | You must act in a professional and ethical manner at all times; |
| 4. | You have a duty to act with skill, competence, and diligence; |
| 5. | You have a duty to communicate with clients in a timely and accurate manner; |
| 6. | You must conduct all personal securities transactions in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employees position of trust and responsibility; |
| 7. | You must adequately protect client assets; |
| 8. | You must take reasonable care to organize and control the Firms affairs responsibly and effectively, with adequate risk management; |
| 9. | You must adhere to the fundamental standard that investment advisory personnel not take inappropriate advantage of their positions; |
| 10. | You must adhere to the principle that information concerning the identity of security holdings and financial circumstance of a client is confidential; |
| 11. | Decisions affecting clients are to be made with the goal of providing suitable advice and equitable and fair treatment among clients; |
| 12. | Communications with clients or prospective clients should be candid and fulsome. They should be true and complete and not mislead or misrepresent. This applies to all marketing and promotional materials; |
| 13. | You must adhere to the principle that independence and objectivity in the investment decision making process is paramount; and |
| 14. | You must report any violations of the code to Los Angeles Capitals Chief Compliance Officer (CCO). If it would not be appropriate to report to the CCO, then violations should be brought to the attention of Los Angeles Capitals General Counsel. |
1
All employees must comply with applicable federal securities laws and Firm policies issued from time to time that are applicable to you, and, as an adviser the Firm and its employees are prohibited from the following:
| 1. | Employing a device, scheme or artifice that would defraud an investment advisory client; |
| 2. | Making to a client or potential client any untrue statement of a material fact or omitting a material fact necessary in order to make the statements made not misleading; |
| 3. | Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client; |
| 4. | Engaging in a manipulative practice with respect to a client; |
| 5. | Engaging in any manipulative practice with respect to securities, including price manipulation, acting on or spreading false market rumors; or |
| 6. | Making use of any information that an employee may have become aware of by virtue of his/her relationship with a client organization. Access persons may not conduct a transaction while aware of such inside information if the information is indeed non- public in nature and comes about through dialogue and/or interaction with an official at a publicly traded organization. (Please see the Firms Insider Trading Policy for further information). |
Scope of the Code
Persons Covered by the Code
Every employee of the Firm is considered an access person, unless otherwise exempted by the Firms Approving Officers. Consultants, interns, or other temporary employees may be considered an access person depending on certain factors such as length of service, nature of duties, and access to the Firms information. Such persons will be notified if they are considered to be an access person.
Family Members of Access Persons
Certain family members of access persons are subject to the specific reporting requirements detailed in the Personal Trading Procedures section.
Standards of Business Conduct
Conflicts of Interest
The Firm recognises that, from time to time, a conflict of interest may arise between its own interests and those of a client(s). The Firm requires that its clients interests take precedence and that its access persons disregard any other relationship, arrangement, material interest or conflict of interest which may serve to influence, or appear to influence its discretionary management.
2
From time to time the Firm may have an interest or relationship to a transaction that either gives, or may give, rise to a conflict of interest. As a fiduciary, the Firm must not knowingly advise or deal in the exercise of discretion in relation to that transaction unless reasonable steps are taken to manage the conflict of interest to avoid impairment of a client transaction. Where the Firm faces a material conflict that it is unable to manage, this fact must be disclosed to the client(s) concerned.
All conflicts and potential conflicts of interest, including interest in a transaction, should be reported to Los Angeles Capitals Compliance department upon hire or upon entering into any such relationship, whichever may come first. Each reported conflict will be examined by the CCO or General Counsel to determine whether the conflict would be inconsistent with the interests of the Firm and subject to the implementation of appropriate information barriers or other procedures to isolate the involved investment personnel from investment-making decisions regarding the companys securities.
In determining whether a conflict of interest exists, the Firm must specifically take into account where it: (i) is likely to make a financial gain or avoid a financial loss at the expense of the client; (ii) has an interest in the outcome of the service provided to the client, or the transaction carried out on behalf of its client, which is distinct from the clients interest in that outcome;
(iii) carries on the same business as the client; or (iv) receives, or will receive, from a person other than the client, an inducement in relation to a service provided to the client in the form of monies, goods or services, other than the standard commission or fee for that service. The following list includes, but is not limited to, possible conflicts:
- Immediate family member is employed by a:
| o | broker-dealer |
| o | publicly traded company |
| o | critical service provider (see Compliance for a full list of Critical Service Providers) |
| o | client |
| o | regulatory agency |
| o | investment adviser |
- Employee or family member serves on the board of directors or committee of any of the above.
- Any material, beneficial ownership or interest in any of the above.
- Executorship, trusteeship, or power of attorney privileges other than with respect to a family member.
3
Outside Business Interests
The Firm is required to maintain and operate effective organizational and administrative arrangements and to take all reasonable steps to prevent conflicts of interest that will, or would, give rise to a material risk of damage to the interests of its clients.
Therefore, no employee may serve as a director or in a similar capacity of any non-Firm company or institution without prior approval from Los Angeles Capitals CEO and CCO. Approval will be subject to the implementation of procedures to safeguard against potential conflicts of interest such as establishing information barriers, placing securities of the company on the Firms restricted list, or recusing yourself if the entity ever considers doing business with the Firm. Approval may be withdrawn if the Firms senior management concludes that withdrawal is in the Firms interest. You do not need approval to serve on the board of a private family corporation for your family or any charitable, professional, civic, or nonprofit entity that is not a client of the Firm or has no business relations with the Firm. If circumstances later change such that you would need approval (e.g., a charity becomes a client of the Firm), you must then get approval.
No Firm employee may accept an appointment as an executor, trustee, guardian, conservator, general partner or other fiduciary, or any appointment as a consultant in connection with fiduciary or active money management matters, without obtaining approval from Los Angeles Capitals CCO. This does not apply to appointments involving personal estates or service on the board of a charitable, civic or nonprofit company where the employee does not act as an investment adviser for the entitys assets. Securities traded by you as a fiduciary will be subject to the Firms Personal Trading Procedures.
Please notify Compliance if you are unsure of your reporting obligations.
Record of Conflicts
As its principal mechanism for identifying, managing, monitoring and mitigating conflicts of interest, the Firm maintains a record of conflicts of interests, which itemizes conflicts, mitigating controls and responsibilities.
Identified material conflicts are disclosed to clients in Form ADV Part 2A.
Transactions with Affiliates
Los Angeles Capital has one affiliate, LACM Global, Ltd. that provides advisory and marketing services in Europe. Any new arrangements between the entities must be reviewed by Compliance, Legal, and Los Angeles Capitals Board of Directors to account for any potential conflicts of interest.
4
Disciplinary Events
All employees are to promptly notify Los Angeles Capitals CCO of his/her disciplinary history upon hire and in the event of notice of or commencement of any regulatory, legal, or disciplinary action even if such action relates to your prior employment. The CCO is responsible for determining whether the information is material and must be reported to regulators and/or clients.
Prohibited Activities
Employees are prohibited from all of the following activities:
- Using or sharing knowledge about pending, currently considered, or recent securities transactions for clients to profit personally, directly or indirectly, as a result of such transaction, including purchasing or selling such securities.
- Disclosing to other persons any information about a client and/or former clients, including financial circumstances, security holdings, identity (unless the client has previously consented), and any advice furnished by the Firm.
- Engaging in frequent trading of a mutual fund where the Firm serves as an adviser or sub-adviser. Frequent trading is defined as selling or repurchasing a position that was taken or sold, respectively, less than sixty days prior to the transaction. Certain mutual funds may have more restrictive frequent trading policies. The Firm maintains a list of the mutual funds for which it serves as adviser or sub-adviser.
- Engaging in day trading as it may be a potential distraction from servicing clients.
- Borrowing from clients or providers of goods or services with whom the Firm deals, except those who engage in lending in the usual course of business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.
- Giving advice to clients that may be interpreted as giving legal advice. All questions in this area should be referred to Los Angeles Capitals General Counsel. Employees should also avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, with the exception of situations that may be appropriate in the performance of an official fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.
- Entering into uncovered short sales, writing uncovered options, acquiring securities in an IPO and transacting in securities offered in a hedge fund, private placement or other limited offering without prior approval from the CCO.
Gifts and Entertainment
A conflict of interest may occur when an employees personal interests interfere or potentially interfere with his/her responsibilities to the Firm and its clients. The overriding principle is to
5
eliminate any conflict of interest. Accordingly, employees should not solicit, give, or accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could be viewed as overly generous, aimed at influencing decision-making, or making either party feel beholden to a person or a firm or that in any manner would conflict with the best interests of the Firms clients.
Limits to Gifts and Entertainment Received by Employees
| No employee may receive any gift, service, or other thing valued greater than $100 (a | ||
| Prohibited | Gift) from any person or entity, that does or hopes to do business with the | |
| Firm, | in aggregate within a calendar year. The receipt of cash gifts is prohibited. Los | |
| Angeles | Capitals CCO is authorized to make a final determination as to whether the | |
| thing | of value should be considered a Prohibited Gift within the context of the policy | |
| and | conflict of interest principles and may approve or deny requests to be able to | |
| accept | any gift. An example of something that would not be considered a Prohibited | |
| Gift | would be receipt from a sponsoring law firm that advises the Firm of a free | |
| admission | to a legal conference sponsored by such firm. | |
| No employee may accept extravagant or excessive entertainment from a client, | ||
| prospective | client, or any other person or entity that does or hopes to do business with | |
| the | Firm. Employees may accept a business entertainment event, such as dinner or a | |
| sporting | event, of reasonable value, if the person or entity providing the entertainment | |
| (i) | is present, (ii) the entertainment is not provided as part of a quid pro quo | |
| arrangement, | and (iii) the entertainment does not create a conflict of interest in relation | |
| to | any client account. Employees are required to receive pre-clearance approval prior | |
| to | accepting any entertainment from a broker/dealer. | |
Limits to Gifts and Entertainment Given by Employees
| No employee may give or offer to give any gift, service, or other thing valued greater | ||
| than | $100 in aggregate within a calendar year to existing clients, prospective clients, or | |
| any other person or entity that does or hopes to do business with the Firm, including brokers and service providers, without the prior consent of Los Angeles Capitals Compliance department. Cash gifts are prohibited. | ||
| o | There are more restrictive rules and limitations for gifts and entertainment provided to certain state or local government plans, ERISA plans, unions and union officials, and foreign officials. Please see Compliance or Legal regarding specific gift giving limitations. Please note that for some clients or prospects entertainment and gifts may be required to be reported to a third party and could reflect unfavorably on the Firm or disqualify the Firm from being able to provide management services. | |
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| o | State and local governments increasingly limit or prohibit gifts and entertainment to the employees, officers, board members and consultants of their pension and other investing funds. Some prohibit providing anything of value, including any food, whether provided at a Firm facility or event or elsewhere, or transportation to and from airports by cab or private car. Failure to comply with these requirements by the Firm or its employees can lead to disqualification of the Firm from managing assets for the client, loss of management fees, or other penalties. | |
| o | You must always obtain pre-approval under the procedures set out above of any proposed gift or entertainment involving an employee, officer, board member, or consultant of an existing or prospective government fund, government pension plan, ERISA plan, or union client/prospect. | |
| o | Gifts and contributions to elected political officials and candidates for political office are covered by special rules. See the Pay to Play Policy. | |
| No employee may provide extravagant or excessive entertainment to a client, prospective client, or any other person or entity that does or hopes to do business with the Firm. Employees may provide a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present and it is both necessary and incidental to the performance of the Firms business. | ||
Broker/Dealer Entertainment
All employees are required to obtain written pre-clearance from Compliance prior to accepting any entertainment from a broker/dealer. A Broker Entertainment Pre-Clearance Form can be obtained from the Compliance department and requires the signature(s) of EACH Firm attendee/representative and an approving signature from a member of the Compliance department. Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. In the event that a member of the Compliance department requires pre-clearance, signatures must be obtained from an alternate member of the department who is authorized to provide approval. All Broker Entertainment Pre-Clearance Forms must be submitted to the Compliance department in advance of the event.
Pre-Clearing and Reporting Gifts and Entertainment
Regardless of value or giver, all gifts and entertainment received are required to be reported to the Compliance department. Written notification should specify all relevant details, including the giving person or entity, the receiving person or entity, and a description of the gift or entertainment. You are advised to seek pre-approval if you are not certain whether the entertainment would be considered excessive, if you are providing a gift or entertainment to a
7
Union or Union Official, or if you cannot judge whether a gift has a value over $100. If any unapproved gift is received, the recipient should either reject the gift, give the gift to Compliance who will return the gift to the giver, or if returning the gift would harm relations with the giver, Compliance will donate the gift to charity.
Personal Trading Procedures
Disclosure of Personal Accounts and Security Holdings
Each access person must disclose to Compliance all reportable security holdings where he/she has direct or indirect beneficial ownership within 10 days of being hired and annually thereafter. Under the SEC Rules, a person is regarded as having beneficial ownership when they can either directly or indirectly benefit economically from the account OR if the securities are held in the name of a Related Party:
| A husband, wife, or domestic partner | ||
| A minor child | ||
| A relative or significant other sharing the same house, and | ||
| Anyone else if the access person: | ||
| o | Obtains benefits substantially equivalent to ownership of the securities | |
| o | Can obtain ownership of the securities immediately or within 60 days, or | |
| o | Can vote the securities | |
Another example of an access person having beneficial ownership includes trades in any relatives brokerage account (not just those living in the same household) if the access person is authorized to make or direct trades AND can benefit economically from the account, regardless of whether the access person actually makes or directs the trades.
Whether you have beneficial ownership in the securities of a spouse, domestic partner, minor child, or relative or significant other sharing the same house can be rebutted only under very limited facts and circumstances. If you believe your situation is unique and therefore rebuts the presumption of beneficial ownership, you must contact the CCO for written approval.
Access persons must make sure that persons covered by this policy as described above are familiar with the requirements of this Code. A violation by such person constitutes a violation by the related access person.
If you act as a fiduciary with respect to funds and accounts managed outside of the Firm (e.g., if you act as the executor of an estate for which you make investment decisions), you will have beneficial ownership in the assets of that fund or account. Accordingly, any securities transactions you make on behalf of that fund or account will be subject to the general trading restrictions applicable to you under this Policy.
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Securities of privately owned companies require pre-clearance and need to be reported on your Annual Report. If the company notifies you of their intent to go public, you must immediately notify Compliance.
All access persons must submit upon hire and annually thereafter a listing of (i) all investment accounts together with all investment accounts of the employees Related Parties and (ii) any directly held reportable securities. The Compliance department will review all submitted reports for accuracy and completeness, cross checking against other required documentation.
Exempt Reporting Requirements
Employees do not need to report holdings or transactions in compliance approved non-discretionary accounts where he/she has no direct or indirect influence or control, including securities held in accounts where the employee may have signed over ALL investment discretion to an adviser, broker, or other trustee. However, you are required to report the existence of the account on the Annual Report. The access person must submit acceptable proof of the accounts non-discretionary status to Compliance. If you are uncertain as to whether this exclusion applies to you, please see Compliance for further clarification.
Ownership of shares of Los Angeles Capital Management and Equity Research, Inc. allocated pursuant to periodic share offerings, investments through Los Angeles Capitals 401(k) Profit Sharing plan, and 529 College Savings Plans are exempt from all reporting requirements.
Restricted Securities
The Firm does not allow:
- Purchases of a publicly traded client security (stock, bond, etc. Please see the Firms restricted list);
- Purchase of shares through an Initial Public Offering (IPO);
- Entering into an uncovered (naked) short sale; and
- Writing an uncovered option.
In the event that a restricted security was held prior to your employment with the Firm or prior to the addition to the Firms restricted list, the Firm will not require you to liquidate your position but instead require pre-clearance and reporting.
Pre-Clearance Procedures
Certain transactions must be pre-cleared in writing prior to their execution. Please see Appendix B for examples of the types of trades that require pre-clearance. A personal trade pre-clearance form can be obtained from Los Angeles Capitals Compliance department and requires the signatures of a member of the Trading department AND a member of the Compliance department. A standard approval is valid only until the end of the trading day on which approval was granted, or such shorter time as may be specified on the approved pre-clearance form. If the trade is not executed by the end of the current trading day, the
9
Compliance department should be notified and a new pre-clearance form would need to be completed for any subsequent trading days. Whether buying or selling, access persons may not execute any transaction that exceeds the number of shares permitted on the pre-clearance approval form, including fractional shares.
All personal trade pre-clearance forms must be submitted to the Compliance department prior to execution and are retained by Compliance.
Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. In the event that a member of the Trading department or a member of the Compliance department requires pre-clearance, signatures must be obtained from an alternate member of the respective department who is authorized to provide approval.
For a summary of pre-clearance obligations please see Appendix B.
Exemptions from Pre-Clearance
- Transactions pursuant to an automatic investment plan (dividend reinvestment plans, etc.). The initial automatic investment transaction must be pre-cleared in accordance with its security type. All subsequent automatic investments are exempt from pre-clearance provided the schedule and criteria remain the same.
- Purchases effected upon the exercise of rights issued pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired.
- Non-directed acquisition or sales of securities due to corporation actions, including stock dividends, stock splits, mergers, spin offs, etc.
- Gifts of securities.
- Purchases or sales held in compliance approved non-discretionary accounts where the employee has no direct or indirect influence or control. This includes accounts where the employee has signed over-all investment discretion to an adviser, broker, or other trustee.
- Acquisition of Los Angeles Capital Management and Equity Research, Inc. shares by Access Persons pursuant to periodic share offerings.
- Subsequent investments in a limited offering where the initial investment received pre-clearance approval.
Quarterly Transaction Reports
Each employee must report to Compliance within 30 days of each calendar quarter-end all transactions in directly held reportable securities and any new investment accounts for the access person or their Related Parties. In addition employees will be required to respond to any additional requests or certifications deemed necessary by Compliance. The Compliance
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department will review all submitted reports for accuracy and completeness, cross checking with other required documentation.
Quarterly Personal Brokerage Statements
Employees will provide the Compliance department with investment confirms and/or duplicate copies of all statements for accounts holding reportable securities where he/she has either direct or indirect beneficial ownership AND direct/indirect influence or control. This includes the securities accounts of all Related Parties, as defined by the Code. This may include such reports as traditional brokerage accounts, IRAs, former employer 401(k)s, etc. and must reflect all activity within the account during the quarterly period under review.
Confidentiality
All reports submitted to Los Angeles Capitals Compliance department pursuant to the Code will remain confidential, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from regulatory and law enforcement agencies.
Certification of Compliance with Code of Ethics
Upon hire and annually thereafter, each employee will certify in writing that (i) he/she received, read, and understands the Code and any applicable amendments; (ii) recognizes that he/she is subject to the Code; (iii) that he/she has complied with the requirements of the Code; and (iv) that he/she has disclosed all personal securities and transactions required to be reported pursuant to the requirements of the Code.
This certification will be made within the Annual Report each year. The Compliance department will provide each employee with a current copy of the Code upon hire, request, material change, and annually for training purposes.
Administration and Enforcement of Code
Annual Review
Compliance will review the Code at least annually for its adequacy and effectiveness. Any material amendments to the Code must be approved by Los Angeles Capitals Board of Directors and the Board of Directors of any mutual fund that Los Angeles Capital currently serves as a sub-adviser. All material amendments and updates to the list of restricted securities will be promptly communicated to Firm employees.
As a fund adviser or sub-adviser, Los Angeles Capital will provide a written annual report to the Board of Directors of each fund that describes any issues arising under the Code since the last report, including information about material violations of the Code and sanctions imposed in response. This report will also include discussion of any waivers that might be considered
11
important by the funds Board of Directors and will certify that the Firm has adopted policies and procedures reasonably designed to prevent access persons from violating the Code.
Recordkeeping
All required documentation will be retained in accordance with Rule 204-2 of the Investment Advisers Act. Please see the Firms Books and Records policy for further information.
Violations of the Code
All Access Persons must report immediately to Compliance if they: (i) they suspect that another employee or anyone else working on behalf of the Firm has breached any of the General Principles outlined in this Code; (ii) believe that any of the Firms procedures are inconsistent with the Firms fiduciary duty or regulations; or (iii) are asked, directly or indirectly, to act in any manner inconsistent with the General Principles of the Code.
Material violations of the Code include violations that impact a client, or are egregious, malicious, or repetitive in nature. A violation may include, but is not limited to: failure to receive pre-clearance when obligated; trading in restricted securities; fraudulent misrepresentation of personal securities holdings or conflicts of interest; receipt of or gifting an excessive gift or entertainment event to a client, prospective client or any individual or entity who does business or hopes to do business with the Firm, or failing to receive pre-clearance for broker entertainment; repetitive non-material violations for the same offense; non-compliance with applicable laws, rules and regulations; fraud or illegal acts involving any of the Firms business; material misrepresentation in regulatory filings, internal books and records, clients records or reports; activity that is harmful to clients, including shareholders; and deviations from required controls and procedures that safeguard clients and the Firm.
Sanctions
Any violations of the Code may result in disciplinary action that Los Angeles Capitals Board of Directors and the CCO deem appropriate, including, but not limited to, a warning, fines, disgorgement, suspension, demotion, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.
Sanctions for Personal Trading Violations
Personal trading violations, including, but not limited to, trading without the required pre-clearance or trading restricted securities may result in the immediate unwinding of the trade and a fine. If required, the amount of the fine will be determined by members of Los Angeles Capitals Board of Directors and the CCO. It may include the disgorgement of any profits from the trade to a mutually agreed upon charity. The trade(s) may be unwound as soon as possible upon discovery and notification of the violation. Profits will be determined by the Trading department.
12
Whistleblower Policy
The Firm is committed to high ethical standards and compliance with the law in all of its operations and will deal with its regulators in an open and cooperative way. The Firm must disclose to regulators anything relating to the Firm of which a regulator would reasonably expect notice. The Firm believes that its employees are in the best position to provide early identification of significant issues that may arise with compliance with these standards and the law. The Firms policy is to create an environment in which its employees can report these issues in good faith without the fear of reprisal.
The Firm requires employees to report illegal activity or activities that are not in compliance with the Firms formal written policies and procedures, including the Firms Code of Ethics, to assist the Firm in detecting and putting an end to fraud or unlawful conduct. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.
The Firm expects the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is merely being overlooked, the normal first recourse should be to bring the issue to the attention of the party charged with the operation of the policy. In most cases, an employee should be able to resolve the issue with his or her manager, or, if appropriate, another senior member of the Firm. However, instances may occur when this recourse fails or you have legitimate reason to not notify management. In such cases the Firm has established a system for employees to report illegal activities or non-compliance with the Firms formal policies and procedures.
An employee who has good faith belief that a violation of law or failure of compliance may occur or is occurring has a right to come forward and report under this Whistleblower Policy.
Good faith does not mean that a reported concern must be correct, but it does require that the reporting employee believe that he or she is fully disclosing information that is truthful.
Reports may be oral, by telephone or interview, or in writing by letter, memorandum, instant message, or e-mail. The employee making the report must identify himself or herself. The employee should also clearly identify that the report is being made pursuant to the Whistleblower Policy and in a context commensurate with the fact that the Policy is being invoked. The report should be made to the following parties, in the order shown:
- The Chief Compliance Officer, unless it would not be appropriate or that officer fails to respond;
- The General Counsel
The Chief Compliance Officer and/or General Counsel, as appropriate, will consult about the investigation as required. Depending on the nature of the matters covered by the report, an
13
officer or manager may conduct the investigation or it may be conducted by the Chief Compliance Officer, the General Counsel, or by an external party.
The investigation will be conducted diligently by any appropriate action.
The Firm understands the importance of maintaining confidentiality of the reporting employee to make the Whistleblower right effective. Therefore, the identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, or by self-regulatory organization, or as an essential part of completing the investigation determined by the Chief Compliance Officer or General Counsel. Any disclosure shall be limited to the minimum required. The employee making the report will be advised if confidentiality cannot be maintained.
The Chief Compliance Officer will follow up on the investigation to make sure that it is completed, that any non-compliance issues are addressed, and that no acts of retribution or retaliation occur against the person(s) reporting violations or cooperating in an investigation in good faith.
The Chief Compliance Officer or General Counsel will report to the Firms Board of Directors concerning the findings of any investigation they determine involved a significant non-compliance issue.
If an employee elects not to report suspected unlawful activity to the Firm, the employee may contact the appropriate governmental authority for review and possible investigation. The
California Attorney Generals whistleblower hotline is 800-952-5225, the SECs whistleblower hotline is 202-551-4790, and the UKs Whistleblowing Advice Line is +44 (0)20 7066 9200 or [email protected].
Note that submitting a report that is known to be false is a violation of this Policy.
Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.
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Definitions
Access Persons any supervised person who has access to non-public information regarding any clients purchase or sale of securities, or non-public information regarding the portfolio holdings of a reportable fund; or who is involved in the investment decision making process for a client, or who has access to such investment decisions for a client. Each employee of Los Angeles Capital is considered an Access Person.
Approving Officers Chief Compliance Officer and General Counsel or Chief Compliance Officer and President.
Automatic Investment Plan a program in which regular periodic purchases or withdrawals are made automatically in to or from investment accounts in accordance with a pre-determined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial Ownershipgenerally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security or can obtain ownership of the securities immediately or within 60 days, or can vote or dispose of the securities. A person is normally regarded as the beneficial owner of securities held in the name of his or her spouse or minor children living in his or her household.
Closed End Fund a fund which does not continuously offer their shares for sale, but rather, sells a fixed number of shares at one time (in an initial public offering), after which the shares typically trade on a secondary market. The price is determined by the market and may be greater or less than the shares net asset value.
Foreign Official - includes governmental officials, political party leaders, candidates for office, employees of state owned enterprises (such as state owned banks or pension plans), and relatives or agents of such persons if a payment is made to such relative or agent of a foreign official with the knowledge or intent that it ultimately would benefit the foreign official.
Fund an investment company registered under the Investment Company Act of 1940.
Initial Public Offering (IPO) an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of sections 13 and 15 of the Securities Exchange Act of 1934.
Limited Offering an offering made to a few, select individuals that is exempt from registration under the Securities Act of 1933 (e.g., Hedge Funds, Private Placements, etc.)
Non-Discretionary Account an account over which the access person had no direct or indirect influence or control
Reportable Security any security as defined in Section 202(a)(18) of the Act, except that it does NOT include: (i)
Direct obligations of the Government of the United States; (ii) Bankers acceptances, back certificates of deposit, commercial paper and high quality short term debt instruments, including repurchase agreements, (iii) shares issued by money market funds; (iv) Shares issued by open-end funds other than reportable funds (any fund in which you serve as the investment adviser); and (v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.
Supervised Persons directors, officers, partners or other persons occupying similar status or performing similar functions, employees of the Firm, and any other person who provides advice on behalf of the adviser and is subject to the advisers supervision and control.
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| Appendix A | Los Angeles Capital Management and Equity Research, Inc. |
| Code of Ethics Pre-Clearance Matrix |
If a security type you would like to trade is not listed below, please see Compliance for additional guidance.
Security Type 529 College-Savings Plans Bank CDs Bankers Acceptances Bonds Bonds from Issuer on List A^ Closed End Funds Commercial Paper Direct Obligations of U.S. Government ETFs (Not on List B)^ ETFs (On List B)^ Futures High Quality, Short-Term Debt Instruments IPO Allocations |
Pre-Clearance Approval Not Required Not Required Not Required Not Required PROHIBITED* Not Required Not Required Not Required Not Required Required Required Not Required PROHIBITED Required at time of initial investment; Not required for |
Limited Offerings (Hedge Funds, Privately Owned Companies, etc.) Money Market Funds Mutual Funds (Not on List B)^ Mutual Funds (On List B)^ Options on ETFs (Not on List B)^ Options on ETFs (On List B)^ Options on stocks Options on stocks (On List A)^ Options on indices Repurchase Agreements Securities issued by Los Angeles Capital |
all subsequent investments provided in same Limited Offering Not Required Not Required Required Not Required Required Required PROHIBITED* Not Required Not Required Not Required Required at time of initial investment or if any changes |
Securities transacted pursuant to an automatic investment plan |
made to the investment plan (if security is reportable); Not required for all subsequent investments provided the schedule and criteria remain the same |
Securities held in a non-discretionary account Stocks (Not on List A)^ Stocks (On List A)^ |
Not Required Required* PROHIBITED* |
-
List A = Restricted Securities List
List B = Firms list of ETFs and Sub-Advised Mutual Funds
Lists A and B are located at: \\lacapm\datafile\Public\Policy\Compliance\.
*If security is on either List A or List B and acquired prior to employment or addition to either list, AP will not be required to liquidate position. However, pre-clearance, reporting of trades and holdings disclosure on initial holdings report are required. See Compliance.
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