Form 485BPOS VANGUARD TRUSTEES' EQUIT
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 2-65955-99) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 84 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-02968-99) UNDER THE INVESTMENT COMPANY | |
| ACT OF 1940 | |
| Amendment No. 84 | [X] |
| VANGUARD TRUSTEES EQUITY FUND | |
| (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 Robinson, Esquire |
| P.O. Box 876 |
| Valley Forge, PA 19482 |
| Approximate Date of Proposed Public Offering: | |
| It is proposed that this filing will become effective (check appropriate box) | |
| [ ] | immediately upon filing pursuant to paragraph (b) |
| [X] | on February 27, 2019 pursuant to paragraph (b) |
| [ ] | 60 days after filing pursuant to paragraph (a)(1) |
| [ ] | on (date), pursuant to paragraph (a)(1) |
| [ ] | 75 days after filing pursuant to paragraph (a)(2) |
| [ ] | on (date) pursuant to paragraph (a)(2) of rule 485 |
| If appropriate, check the following box: | |
| [ ] | This post-effective amendment designates a new effective date for a |
| previously filed post-effective amendment. | |
| Vanguard International Value Fund |
| Prospectus |
| February 27, 2019 |
| Investor Shares |
| Vanguard International Value Fund Investor Shares (VTRIX) |
| This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Fund Summary | 1 | Investing With Vanguard | 23 |
| More on the Fund | 7 | Purchasing Shares | 23 |
| The Fund and Vanguard | 15 | Redeeming Shares | 26 |
| Investment Advisors | 16 | Exchanging Shares | 30 |
| Dividends, Capital Gains, and Taxes | 18 | Frequent-Trading Limitations | 30 |
| Share Price | 20 | Other Rules You Should Know | 32 |
| Financial Highlights | 22 | Fund and Account Updates | 37 |
| Employer-Sponsored Plans | 38 | ||
| Contacting Vanguard | 39 | ||
| Additional Information | 40 | ||
| Glossary of Investment Terms | 41 | ||
Fund Summary
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 shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Account Service Fee (for certain fund account balances below $10,000) | $20/year |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.35% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Fund Operating Expenses | 0.38% |
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Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $39 | $122 | $213 | $480 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 28% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests mainly in common stocks of companies located outside the United States that are considered by an advisor to be undervalued. Such stocks, called value stocks, often are out of favor in periods when investors are drawn to companies with strong prospects for growth. The prices of value stocks, therefore, may be below average in relation to measures such as earnings and book value. The Fund invests in large-, mid-, and small-capitalization companies and is expected to diversify its assets in countries across developed and emerging markets. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of equity securities of foreign companies for the Funds.
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Principal Risks
An investment in the Fund could lose money over short or long periods of time. You should expect the 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. The Funds investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
Country/regional risk, which 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 or regions. Because the Fund may invest a large portion of its assets in securities of companies located in any one country or region, including emerging markets, the Funds performance may be hurt disproportionately by the poor performance of its investments in that area. Country/ regional risk is especially high in emerging markets.
Currency risk, which 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. Currency risk is especially high in emerging markets.
Investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from global stock markets. Small-, mid-, and large-cap stocks, as well as non-U.S. value stocks, each tend to go through cycles of doing betteror worsethan other segments of the stock market or the global market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks.
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. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of the Fund‘s benchmark index and other comparative indexes, which have investment characteristics similar to those of the Fund. The Spliced International Index is an index that reflects performance of the MSCI EAFE Index through May 31, 2010, and the MSCI ACWI ex USA Index thereafter. Returns for the indexes shown are adjusted for withholding taxes. 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 International Value Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 24.94% (quarter ended June 30, 2009), and the lowest return for a quarter was –20.73% (quarter ended September 30, 2011).
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| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard International Value Fund Investor Shares | |||
| Return Before Taxes | –14.52% | –0.05% | 6.03% |
| Return After Taxes on Distributions | –15.74 | –0.73 | 5.44 |
| Return After Taxes on Distributions and Sale of Fund Shares | –7.77 | –0.03 | 4.89 |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI ACWI ex USA Index | –14.20% | 0.68% | 6.57% |
| MSCI EAFE Index | –13.79 | 0.53 | 6.32 |
| Spliced International Index | –14.20 | 0.68 | 5.53 |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisors
ARGA Investment Management, LP (ARGA) Edinburgh Partners Limited (Edinburgh Partners) Lazard Asset Management LLC (Lazard)
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Portfolio Managers
A. Rama Krishna, CFA, Founder and Chief Investment Officer of ARGA. He has co-managed a portion of the Fund since 2012.
Steven Morrow, CFA, Director of Research at ARGA. He has co-managed a portion of the Fund since 2012.
Sandy Nairn, Investment Partner, Director, and Chief Executive of Edinburgh Partners. He has managed a portion of the Fund since 2008.
Michael A. Bennett, CPA, Managing Director of Lazard. He has co-managed a portion of the Fund since 2010.
Michael G. Fry, Managing Director of Lazard. He has co-managed a portion of the Fund since 2010.
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 is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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 principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a fund’s gross income, are expressed as a percentage of the net assets of |
| the fund. Assuming that operating expenses remain as stated in the Fees and |
| Expenses section, Vanguard International Value Fund’s expense ratio would be |
| 0.38%, or $3.80 per $1,000 of average net assets. The average expense ratio for |
| international funds in 2017 was 1.31%, or $13.10 per $1,000 of average net |
| assets (derived from data provided by Lipper, a Thomson Reuters Company, |
| which reports on the mutual fund industry). |
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a fund‘s performance. |
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The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The 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 is a value-oriented fund that invests primarily in the common stocks of foreign companies in a number of different countries throughout the world, without regard for the size (capitalization) of the companies. The asset-weighted median market capitalization of the Funds stock holdings as of October 31, 2018, was $33.5 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. The Funds investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
| Plain Talk About International Investing |
| U.S. investors who invest in foreign securities will encounter risks not typically |
| associated with U.S. companies because foreign stock and bond markets operate |
| differently from the U.S. markets. For instance, foreign companies and |
| governments may not be subject to the same or similar accounting, auditing, |
| legal, tax, and financial reporting standards and practices as U.S. companies and |
| the U.S. government, and their stocks and bonds may not be as liquid as those of |
| similar U.S. entities. In addition, foreign stock exchanges, brokers, companies, |
| bond markets, and dealers may be subject to less government supervision and |
| regulation than their counterparts in the United States. These factors, among |
| others, could negatively affect the returns U.S. investors receive from foreign |
| investments. |
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The Fund is subject to country/regional risk and currency risk. Country/regional 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 or regions. Because the Fund may invest a large portion of its assets in securities of companies located in any one country or region, including emerging markets, the Funds performance may be hurt disproportionately by the poor performance of its investments in that area. 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. Country/regional risk and currency risk are especially high in emerging markets.
| Plain Talk About Growth Funds and Value Funds |
| Growth investing and value investing are two styles employed by stock-fund |
| managers. Growth funds generally invest in stocks of companies believed to have |
| above-average potential for growth in revenue, earnings, cash flow, or other |
| similar criteria. These stocks typically have low dividend yields, if any, and above- |
| average prices in relation to measures such as earnings and book value. Value |
| funds typically invest in stocks whose prices are below average in relation to |
| those measures; these stocks often have above-average dividend yields. Value |
| stocks also may remain undervalued by the market for long periods of time. |
| Growth and value stocks have historically produced similar long-term returns, |
| though each category has periods when it outperforms the other. |
The Fund is subject to investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from global stock markets. Small-, mid-, and large-cap stocks, as well as non-U.S. value stocks, each tend to go through cycles of doing betteror worsethan other segments of the stock market or the global market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks.
Security Selection
The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of equity securities of foreign companies for the Fund. Equity securities may include common stock, preferred stock, depositary receipts, convertible securities, and rights to purchase common stock.
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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.
Lazard employs a research-driven, bottom-up, relative value approach in selecting stocks. Lazard seeks to identify individual stocks that offer an appropriate trade-off between valuation and financial productivity. The portfolio management team uses return on equity as the primary measure of financial productivity, while secondary measures include return on assets, cash return on equity, and operating margin. Lazards research analysts utilize a global sector approach to fundamental analysis. Stock selection is the result of the bottom-up process, regardless of sector and regional boundaries. Holdings and sector weightings may differ from the benchmark.
Edinburgh Partners employs a disciplined, value-oriented, global investment strategy to select stocks. The firms investment philosophy is based on the belief that a portfolio of companies with below-average five-year forward price/earnings (P/E) ratios will outperform the market over the long run. Therefore, the firms research focuses primarily on seeking to accurately forecast five-year forward P/E ratios. The security selection process is unconstrained, portfolio holdings are concentrated, and turnover is expected to be low.
The investment process begins with a research screening designed to eliminate companies that Edinburgh Partners considers overvalued. Following this initial screening, a research template is compiled for companies that are considered undervalued. The template includes five years of historical data (e.g., sales growth, margins, and capital expenditures); five years of forecast data; and a written review of the investment case, positioning, and financial structure of the company. Next, a scenario analysis (best-case, central-case, worst-case) of the long-term valuation is used to properly assess the risk/reward of a given security. In general, Edinburgh Partners management style is collaborative and decision-making is team-oriented.
ARGA invests in businesses that it believes are undervalued based on long-term earnings power and dividend-paying capability. ARGAs investment philosophy is based on the belief that investors overreact to short-term developments, leading to opportunities to generate gains from investing in good businesses at great prices. Its valuation-focused process uses a dividend discount model (DDM) to select stocks that trade at a discount to intrinsic value based upon the companys long-term earnings power and dividend-paying capability. The process begins with a quantitative screen that sorts the universe into valuation quintiles. Comprehensive fundamental company research then focuses on operational expertise, financial stability, and
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corporate governance, with stress tests performed to determine potential downside risk. The end result seeks a portfolio of businesses at a substantial discount to intrinsic value, with expected holding periods of generally three to five years. Holdings are continually evaluated based on their discount to intrinsic value. Position sizes are influenced by the discount and perceived risk, and sales tend to occur when holdings fall into the bottom half of the valuation universe or when changing fundamentals alter the investment thesis.
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. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in equity securities of foreign companies, the Fund may make other kinds of investments to achieve its objective.
The Fund may invest in preferred stocks and convertible bonds. With preferred stocks, holders receive set dividends from the issuer; their claim on the issuers income and assets ranks before that of common-stock holders, but after that of bondholders. Convertible bonds can be converted into, or exchanged for, common stocks.
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, or a reference rate. 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. The Fund may also invest in equity futures and options contracts, which are types of derivatives.
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| Plain Talk About Derivatives |
| Derivatives can take many forms. Some forms of derivativessuch as exchange- |
| traded futures and options on securities, commodities, or indexeshave been |
| trading on regulated exchanges for decades. These types of derivatives are |
| standardized contracts that can easily be bought and sold and whose market |
| values are determined and published daily. On the other hand, non-exchange- |
| traded derivativessuch as certain swap agreements and foreign currency |
| exchange forward contractstend to be more specialized or complex and may be |
| more difficult to accurately value. |
The Vanguard Group, Inc. (Vanguard) administers a small portion of the Funds assets to facilitate cash flows to and from the Funds advisors. The Fund may invest these 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 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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, 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 CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to first meet redemptions from a cash or cash equivalent reserve. Alternatively, Vanguard may instruct the advisors to sell a cross section of the Funds holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see Potentially disruptive redemptions under Redeeming Shares in the
Investing With Vanguard section.
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Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see Emergency circumstances under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Funds best interest, so long as the strategy or policy employed 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 investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and 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 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 Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period.
| Plain Talk About Turnover Rate |
| Before investing in a mutual fund, you should review its turnover rate. This rate |
| gives an indication of how transaction costs, which are not included in the 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 Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is owned jointly by the funds it oversees and thus indirectly |
| by the shareholders in those funds. Most other mutual funds are operated by |
| management companies that are owned by third partieseither public or private |
| stockholdersand not by the funds they serve. |
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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.
ARGA Investment Management, LP, 1010 Washington Boulevard, 6th Floor, Stamford, CT 06901, is an investment management firm. As of October 31, 2018, ARGA managed approximately $3.9 billion in assets.
Edinburgh Partners Limited, 2731 Melville Street, Edinburgh, EH3 7JF, Scotland, is an investment management firm and a wholly owned subsidiary of Franklin Resources, Inc., a global investment management organization headquartered in San Mateo, California operating as Franklin Templeton Investments. As of October 31, 2018, the Edinburgh Partners investment advisory team managed approximately $8.3 billion in assets.
Lazard Asset Management LLC, 30 Rockefeller Plaza, New York, NY 10112, is an investment management firm and wholly owned subsidiary of Lazard Freres & Co. LLC. As of October 31, 2018, Lazard managed approximately $216 billion in assets.
The Fund pays each of its investment advisors 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 MSCI ACWI ex USA Index over the preceding 60-month period (for ARGA and Lazard) or the preceding 36-month period (for Edinburgh Partners). When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease.
For the fiscal year ended October 31, 2018, the aggregate advisory fee represented an effective annual rate of 0.16% of the Funds average net assets before a performance-based decrease of 0.01%.
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment 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 investment advisory services to the Fund at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a
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similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangements, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
The managers primarily responsible for the day-to-day management of the Fund are:
A. Rama Krishna, CFA, Founder and Chief Investment Officer of ARGA. He has worked in investment management since 1987, has been with ARGA since 2010, and has co-managed a portion of the Fund since 2012. Education: B.A. (Honors) in economics, St. Stephens College, University of Delhi; M.B.A. and M.A., University of Michigan.
Steven Morrow, CFA, Director of Research at ARGA. He has worked in investment management since 1993, has been with ARGA since 2010, and has co-managed a portion of the Fund since 2012. Education: B.S., University of New Hampshire; M.B.A., Cornell University.
Sandy Nairn, Investment Partner, Director, and Chief Executive of Edinburgh Partners. He has worked in investment management since 1985, has managed investment portfolios since 1986, has been with Edinburgh Partners since co-founding the firm in 2003, and has managed a portion of the Fund since 2008. Following the acquisition of Edinburgh Partners by Franklin Templeton Investments in 2018, Dr. Nairn also acts as Chairman of the Templeton Global Equity Group. Education: B.Sc. and Ph.D. in economics, University of Strathclyde/Scottish Business School.
Michael A. Bennett, CPA, Managing Director of Lazard. He has worked in investment management since 1987, has been with Lazard since 1992, and has co-managed a portion of the Fund since 2010. Education: B.S., New York University; M.B.A., University of Chicago.
Michael G. Fry, Managing Director of Lazard. He has worked in investment management since 1981, has been with Lazard since 2005, and has co-managed a portion of the Fund since 2010. Education: B.Sc., Flinders University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
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Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest 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, 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 Funds shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
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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 a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
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.
The Fund may be subject to foreign taxes or foreign tax withholding on dividends, interest, and some capital gains that it receives on foreign securities. You may qualify for an offsetting credit or deduction under U.S. tax laws for any amount designated as your portion of the Funds foreign tax obligations, provided that you meet certain requirements. See your tax advisor or IRS publications for more information.
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. |
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General Information
Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
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. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the 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
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readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the 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 table is intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| International Value Fund | |||||
| Year Ended October 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $39.26 | $32.30 | $33.22 | $36.87 | $37.12 |
| Investment Operations | |||||
| Net Investment Income | .9501 | .7811 | .721 | .669 | .9772 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (3.607) | 6.905 | (.979) | (3.373) | (.530) |
| Total from Investment Operations | (2.657) | 7.686 | (.258) | (2.704) | .447 |
| Distributions | |||||
| Dividends from Net Investment Income | (.743) | (.726) | (.662) | (.946) | (.697) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Total Distributions | (.743) | (.726) | (.662) | (.946) | (.697) |
| Net Asset Value, End of Period | $35.86 | $39.26 | $32.30 | $33.22 | $36.87 |
| Total Return3 | –6.95% | 24.33% | –0.67% | –7.43% | 1.20% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $9,524 | $9,964 | $7,873 | $7,932 | $8,271 |
| Ratio of Total Expenses to Average Net Assets4 | 0.38% | 0.40% | 0.43% | 0.46% | 0.44% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.41% | 2.21% | 2.29% | 1.95% | 2.64%2 |
| Portfolio Turnover Rate | 28% | 34% | 30% | 36% | 37% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Net investment income per share and the ratio of net investment income to average net assets include $0.175 and 0.47%, | |||||
| respectively, resulting from income received from Vodafone Group plc in the form of cash and shares in Verizon | |||||
| Communications Inc. in February 2014. | |||||
| 3 Total returns do not include account service fees that may have applied in the periods shown. | |||||
| 4 Includes performance-based investment advisory fee increases (decreases) of (0.01%), 0.00%, 0.03%, 0.04%, and 0.03%. | |||||
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. 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 or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums
To open and maintain an account. $3,000. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
To add to an existing account. Generally $1.
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.
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Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard46).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
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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.
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 and be accompanied by good order instructions. Vanguard does not accept cash, travelers checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.
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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.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
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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 form, or fill out the appropriate section of your account registration form.
Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption
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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.
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer
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settlement period at the time of the transaction. For further information, see Potentially disruptive redemptions and Emergency circumstances.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in 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, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at 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
29
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.
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.
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For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through 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 Personal Advisor Services® and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of 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.
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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.
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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 be provided on a Vanguard form and include:
Signature(s) and date from the authorized person(s).
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Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing 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, subject to potential federal or state withholding taxes.
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Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.
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
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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.
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the 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.
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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, or exchange 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. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, and transfers 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 International Value Fund twice a year, in June and December. 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 Fund's 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.
38
| 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 and the correct form. Use of an incorrect address or form could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions, 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 | |
| International Value Fund | 5/16/1983 | IntlVal | 46 | 921939203 |
CFA® is a registered trademark owned by CFA Institute.
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Glossary of Investment Terms
Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distributions. Payments 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.
Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Fund's board of trustees and renegotiation with the lender syndicate on an annual basis.
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.
MSCI ACWI ex USA Index. An index that tracks stock markets in countries included in the MSCI EAFE Index plus Canada and a number of emerging markets, but excluding the U.S.
MSCI EAFE Index. An index that tracks approximately 1,000 stocks from more than 20 developed markets in Europe and the Pacific Rim.
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.
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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.
Price/Earnings (P/E) Ratio. The current share price of a stock, divided by its per-share earnings (profits). A stock selling for $20, with earnings of $2 per share, has a price/earnings ratio of 10.
Securities. Stocks, bonds, money market instruments, and other investments.
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 would like more information about Vanguard International Value Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600
Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273
If you are a participant in an employer-sponsored plan:
The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900
Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
Reports and other information about the Fund are available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected].
Funds Investment Company Act file number: 811-02968-99
© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 046 022019
| Vanguard Diversified Equity Fund |
| Prospectus |
| February 27, 2019 |
| Investor Shares |
| Vanguard Diversified Equity Fund Investor Shares (VDEQX) |
| This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Fund Summary | 1 | Investing With Vanguard | 18 |
| More on the Fund | 5 | Purchasing Shares | 18 |
| The Fund and Vanguard | 11 | Redeeming Shares | 21 |
| Investment Advisor | 12 | Exchanging Shares | 25 |
| Dividends, Capital Gains, and Taxes | 13 | Frequent-Trading Limitations | 25 |
| Share Price | 16 | Other Rules You Should Know | 27 |
| Financial Highlights | 17 | Fund and Account Updates | 32 |
| Employer-Sponsored Plans | 33 | ||
| Contacting Vanguard | 34 | ||
| Additional Information | 35 | ||
| Glossary of Investment Terms | 36 | ||
Fund Summary
Investment Objective
The Fund seeks to provide long-term capital appreciation and dividend income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Account Service Fee (for certain fund account balances below $10,000) | $20/year |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | None |
| 12b-1 Distribution Fee | None |
| Other Expenses | None |
| Acquired Fund Fees and Expenses | 0.36% |
| Total Annual Fund Operating Expenses | 0.36% |
1
Example
The following example is intended to help you compare the cost of investing in the Fund (based on the fees and expenses of the acquired funds) with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses of the Fund and its underlying funds remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $37 | $116 | $202 | $456 |
Portfolio Turnover
The Fund may pay transaction costs, such as purchase fees, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 8% of the average value of its portfolio.
Principal Investment Strategies
As a fund of funds, the Diversified Equity Fund invests in a diversified group of other Vanguard equity mutual funds, rather than in individual securities. The underlying funds’ holdings mainly consist of large-, mid-, and small-capitalization equity securities of domestic companies.
Principal Risks
An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:
• 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 one or more of the Fund’s actively managed underlying funds—and, thus, the Fund itself—to underperform relevant benchmarks or other funds with a similar investment objective.
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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 has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a 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 Diversified Equity Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 17.56% (quarter ended June 30, 2009), and the lowest return for a quarter was –16.69% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Diversified Equity Fund Investor Shares | |||
| Return Before Taxes | –5.39% | 7.09% | 13.17% |
| Return After Taxes on Distributions | –6.99 | 5.34 | 12.08 |
| Return After Taxes on Distributions and Sale of Fund Shares | –2.39 | 5.30 | 10.89 |
| MSCI US Broad Market Index | |||
| (reflects no deduction for fees, expenses, or taxes) | –5.28% | 7.94% | 13.28% |
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
3
shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William Coleman, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since 2013.
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2013.
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 is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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.
4
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 principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a fund‘s performance. |
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund’s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. As a fund of funds, the Diversified Equity Fund achieves its investment objective by investing in other Vanguard mutual funds. Through its investments in underlying funds, the Diversified Equity Fund indirectly owns a diversified portfolio of stocks.
| Plain Talk About Funds of Funds |
| The term fund of funds is used to describe a mutual fund that pursues its |
| objective by investing in other mutual funds. A fund of funds may charge for its |
| own direct expenses, in addition to bearing a proportionate share of the expenses |
| charged by the underlying funds in which it invests. A fund of funds is best suited |
| for long-term investors. |
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Market Exposure
Through eight underlying Vanguard funds, the Diversified Equity Fund indirectly invests its assets in equity securities. These investments are designed to provide long-term capital appreciation and some income. The underlying equity funds are described later in this section under Security Selection. Under normal circumstances, the Fund will invest at least 80% of its assets in equity securities. The Funds policy of investing at least 80% of its assets in equity securities may only be changed upon 60 days notice to shareholders.
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.
Stocks of publicly traded companies are often classified according to market capitalization, which is the market value of a companys outstanding shares. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors, and that market capitalization ranges can change over time. The asset-weighted median market capitalization of the Funds stock holdings as of October 31, 2018, was $44 billion.
By owning shares of the underlying funds, the Fund indirectly owns a diversified mixture of common stocks. Although its indirect stock holdings are predominantly mid- and large-cap, the Fund consists of stocks across the capitalization spectrum, including small-cap. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks. This volatility is the result of several factors, including the fact that smaller companies often have fewer customers and financial resources than larger firms. These characteristics can make small and mid-size companies more sensitive to economic conditions, leading to less certain growth and dividend prospects.
Security Selection
The Fund seeks to achieve its objective by investing in a combination of other mutual funds rather than in individual securities.
The underlying Vanguard funds are managed according to traditional methods of active investment management. This means that securities are bought and sold according to the advisors judgments about companies and their financial prospects.
The Diversified Equity Fund invests in the following funds, in approximately the percentages indicated. As of the date of this prospectus, the Fund held Investor Shares of each underlying Vanguard fund. Share class changes may be made without prior notice to shareholders.
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- Vanguard Growth and Income Fund (20%)
- Vanguard Morgan Growth Fund (15%)
- Vanguard U.S. Growth Fund (15%)
- Vanguard Windsor II Fund (15%)
- Vanguard Windsor Fund (15%)
- Vanguard Explorer Fund (10%)
- Vanguard Mid-Cap Growth Fund (5%)
- Vanguard Capital Value Fund (5%)
Vanguard Growth and Income Fund, made up of both value- and growth-oriented stocks that are mainly large-cap, is included primarily for its potential for a total return greater than that of the S&P 500 Index.
Vanguard Growth and Income Fund uses 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.
Vanguard Windsor Fund, Vanguard Windsor II Fund, and Vanguard Capital Value Fund are value-oriented stock funds. Vanguard Windsor Fund and Vanguard Windsor II Fund are included primarily for their potential for long-term capital appreciation, as well as for their secondary objective of providing some dividend income. Vanguard Capital Value Fund is included primarily for its potential to provide long-term maximum total return.
Vanguard Windsor Fund and Vanguard Windsor II Fund invest in mid- and large-cap companies, and Vanguard Capital Value Fund invests in companies across the capitalization spectrum. These funds invest in companies whose stocks are considered undervalued by the advisors. These stocks typically have below-average prices in relation to measures such as earnings and book value.
Vanguard Explorer Fund, Vanguard Morgan Growth Fund, Vanguard U.S. Growth Fund, and Vanguard Mid-Cap Growth Fund are growth-oriented stock funds. These funds are included primarily to provide long-term capital appreciation. They work in different ways to achieve this goal.
Vanguard Explorer Fund invests mainly in the stocks of small companies. These companies tend to be unseasoned but are considered by the funds advisors to have superior growth potential. These companies often provide little or no dividend income.
Vanguard Morgan Growth Fund invests mainly in the stocks of mid- and large-cap U.S. companies whose revenues and/or earnings are expected to grow faster than those of the average company in the market.
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Vanguard U.S. Growth Fund invests mainly in large-cap stocks of U.S. companies considered to have above-average earnings growth potential and reasonable stock prices in comparison with expected earnings.
Vanguard Mid-Cap Growth Fund invests mainly in the stocks of mid-size companies.
In selecting stocks, the funds advisors choose companies considered to have the best prospects for future growth.
The Fund is subject to manager risk, which is the chance that poor security selection will cause one or more of the Funds actively managed underlying fundsand, thus, the Fund itselfto underperform relevant benchmarks or other funds with a similar investment objective.
| Plain Talk About Growth Funds and Value Funds |
| Growth investing and value investing are two styles employed by stock-fund |
| managers. Growth funds generally invest in stocks of companies believed to have |
| above-average potential for growth in revenue, earnings, cash flow, or other |
| similar criteria. These stocks typically have low dividend yields, if any, and above- |
| average prices in relation to measures such as earnings and book value. Value |
| funds typically invest in stocks whose prices are below average in relation to |
| those measures; these stocks often have above-average dividend yields. Value |
| stocks also may remain undervalued by the market for long periods of time. |
| Growth and value stocks have historically produced similar long-term returns, |
| though each category has periods when it outperforms the other. |
Other Investment Policies and Risks
Through its investment in the underlying funds, Vanguard Diversified Equity Fund is proportionately exposed to certain investment style risks, each of which is described in detail in the underlying funds prospectuses. For example, through its investment in Vanguard Explorer Fund and Vanguard Mid-Cap Growth Fund, the Fund is subject to the risk that small-cap growth stocks and mid-cap growth stocks, respectively, will trail returns from the overall stock market. Historically, small- and mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall stock market, and they often perform quite differently. Because the Diversified Equity Fund indirectly invests in growth and value stocks, and across all capitalization ranges, the Fund in the aggregate is not subject to any particular primary investment style risk.
To the extent that the underlying funds own 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
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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 underlying 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, or a reference rate. Investments in derivatives may subject the funds to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The underlying funds will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Cash Management
The Funds daily cash balance may be invested in Vanguard Market Liquidity Fund and/ or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, 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 CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Funds holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see Potentially disruptive redemptions under Redeeming Shares in the Investing With Vanguard section.
Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see Emergency circumstances under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.
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Temporary Investment Measures
Each underlying 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 underlying fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective, which in turn may prevent the Diversified Equity Fund from achieving 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 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
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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 shares of the underlying funds 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 shares of the underlying funds valued at 100% of its net assets within a one-year period.
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
According to an agreement applicable to Vanguard Diversified Equity Fund and Vanguard, the Funds direct expenses will be offset by Vanguard for (1) the Funds contributions to the costs of operating the underlying Vanguard funds in which the Fund invests and (2) certain savings in administrative and marketing costs that Vanguard expects to derive from the Funds operation.
The Funds trustees believe that the offsets should be sufficient to cover most, if not all, of the direct expenses incurred by the Fund. As a result, the Fund is expected to
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operate at a very low or zero direct expense ratio. Since its inception, the Fund, in fact, has incurred no direct net expenses. Although the Diversified Equity Fund is not expected to incur any net expenses directly, the Funds shareholders indirectly bear the expenses of the underlying Vanguard funds.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is owned jointly by the funds it oversees and thus indirectly |
| by the shareholders in those funds. Most other mutual funds are operated by |
| management companies that are owned by third partieseither public or private |
| stockholdersand not by the funds they serve. |
Investment Advisor
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Equity Index Group. Vanguard also serves as investment advisor for each of the underlying funds. As of October 31, 2018, Vanguard served as advisor for approximately $4 trillion in assets. Vanguard provides investment advisory services to the Fund pursuant to the Funds Service Agreement and subject to the supervision and oversight of the trustees and officers of the Fund.
The underlying Vanguard funds employ multiple advisors, none of which are paid a management fee for performing investment management services for Vanguard Diversified Equity Fund. However, the advisors receive management fees for managing the underlying Vanguard funds. For additional information on the investment advisors, please refer to each underlying funds prospectus.
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment 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 investment advisory services to the Fund at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.
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For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
The managers primarily responsible for the day-to-day management of the Fund are:
William Coleman, CFA, Portfolio Manager at Vanguard. He has worked in investment management since joining Vanguard in 2006 and has co-managed the Fund since 2013. Education: B.S., Kings College; M.S., Saint Josephs University.
Walter Nejman, Portfolio Manager at Vanguard. He has been with Vanguard since 2005, has worked in investment management since 2008, and has co-managed the Fund since 2013. Education: B.A., Arcadia University; M.B.A., Villanova University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income as well as any net short-term or long-term capital gains realized from the sale of its holdings or received as capital gains distributions from the underlying funds. Income and 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.
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.
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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 a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
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. |
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General Information
Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:
- Provide your correct taxpayer identification number.
- Certify that the taxpayer identification number is correct.
- Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
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.
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Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. The underlying Vanguard funds in which the Fund invests also do not calculate their NAV on days when the NYSE is closed, but the value of their assets may be affected to the extent that they hold securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
The Funds NAV is calculated based upon the values of the underlying mutual funds in which the Fund invests. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares held by a fund are based on the market value of the shares. The prospectuses for the underlying funds explain the circumstances under which those funds will use fair-value pricing and the effects of doing so.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights table is intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Diversified Equity Fund | |||||
| For a Share Outstanding | Year Ended October 31, | ||||
| Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $35.57 | $30.76 | $33.15 | $33.18 | $29.43 |
| Investment Operations | |||||
| Net Investment Income | .3951 | .4281 | .397 | .394 | .3221 |
| Capital Gain Distributions Received | 1.6861 | 1.0641 | .860 | 2.606 | .8481 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .206 | 5.627 | (.836) | (1.453) | 3.243 |
| Total from Investment Operations | 2.287 | 7.119 | .421 | 1.547 | 4.413 |
| Distributions | |||||
| Dividends from Net Investment Income | (.358) | (.414) | (.362) | (.342) | (.283) |
| Distributions from Realized Capital Gains | (1.619) | (1.895) | (2.449) | (1.235) | (.380) |
| Total Distributions | (1.977) | (2.309) | (2.811) | (1.577) | (.663) |
| Net Asset Value, End of Period | $35.88 | $35.57 | $30.76 | $33.15 | $33.18 |
| Total Return2 | 6.55% | 24.47% | 1.39% | 4.71% | 15.20% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,709 | $1,439 | $1,276 | $1,456 | $1,513 |
| Ratio of Total Expenses to Average | |||||
| Net Assets | — | — | — | — | — |
| Acquired Fund Fees and Expenses | 0.36% | 0.36% | 0.36% | 0.40% | 0.41% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.07% | 1.31% | 1.26% | 1.16% | 1.03% |
| Portfolio Turnover Rate | 8% | 5% | 9% | 10% | 5% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Total returns do not include account service fees that may have applied in the periods shown. | |||||
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. 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 or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums
To open and maintain an account. $3,000. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
To add to an existing account. Generally $1.
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.
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Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard608).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
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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.
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 and be accompanied by good order instructions. Vanguard does not accept cash, travelers checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.
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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.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To
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establish the wire redemption service, you generally must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form.
Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
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Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business 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.
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see Potentially disruptive redemptions and Emergency circumstances.
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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.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at 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.
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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.
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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 Personal Advisor Services® and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of 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.)
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* 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.
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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 be provided on a Vanguard form and include:
Signature(s) and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing 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, subject to potential federal or state withholding taxes.
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Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.
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
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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.
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the 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.
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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, or exchange 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. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, and transfers for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Diversified Equity Fund twice a year, in June and December. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
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.
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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 and the correct form. Use of an incorrect address or form could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | ||||
| P.O. Box 1110 | |||||
| Valley Forge, PA 19482-1110 | |||||
| Regular Mail (Institutions, 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 | ||
| Diversified Equity Fund | 6/10/2005 | DivEqInv | 608 | 921939401 | |
CFA® is a registered trademark owned by CFA Institute.
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Glossary of Investment Terms
Acquired Fund. Any mutual fund, business development company, closed-end investment company, or other pooled investment vehicle whose shares are owned by a fund.
Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distributions. Payments 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.
Fund of Funds. A mutual fund that pursues its objective by investing in other mutual funds.
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.
Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Funds board of trustees and renegotiation with the lender syndicate on an annual basis.
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.
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MSCI US Broad Market Index. An index that tracks virtually all stocks that trade in the U.S. stock market.
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.
Securities. Stocks, bonds, money market instruments, and other investments.
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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For More Information
If you would like more information about Vanguard Diversified Equity Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600
Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273
If you are a participant in an employer-sponsored plan:
The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900
Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
Reports and other information about the Fund are available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected]v.
Funds Investment Company Act file number: 811-02968-99
© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 608 022019
| Vanguard Emerging Markets Select Stock Fund |
| Prospectus |
| February 27, 2019 |
| Investor Shares |
| Vanguard Emerging Markets Select Stock Fund Investor Shares (VMMSX) |
| This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Fund Summary | 1 | Investing With Vanguard | 24 |
| More on the Fund | 7 | Purchasing Shares | 24 |
| The Fund and Vanguard | 15 | Redeeming Shares | 27 |
| Investment Advisors | 15 | Exchanging Shares | 31 |
| Dividends, Capital Gains, and Taxes | 18 | Frequent-Trading Limitations | 31 |
| Share Price | 21 | Other Rules You Should Know | 33 |
| Financial Highlights | 23 | 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 long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Account Service Fee (for certain fund account balances below $10,000) | $20/year |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.84% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.10% |
| Total Annual Fund Operating Expenses | 0.94% |
1
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $96 | $300 | $520 | $1,155 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 76% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests mainly in equity securities of companies located in emerging markets. The Fund invests in small-, mid-, and large-capitalization companies and is expected to diversify its assets among companies located in emerging markets around the world. Under normal circumstances, at least 80% of the Fund’s assets will be invested in common stocks of companies located in emerging markets. A company is considered to be located in an emerging market if it is organized under the laws of, or has a principal office in, an emerging country; has a class of securities whose principal securities market is in an emerging country; derives 50% or more of its total revenue from goods produced, sales made, or services provided in one or more emerging countries; or maintains 50% or more of its assets in one or more emerging countries. The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of equity securities for the Fund.
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Principal Risks
An investment in the Fund could lose money over short or long periods of time. You should expect the 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. The Funds investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
Emerging markets risk, which is the chance that the stocks of companies located in emerging markets will be substantially more volatile, and substantially less liquid, than the stocks of companies located in more developed foreign markets because, among other factors, emerging markets can have greater custodial and operational risks; less developed legal, tax, regulatory, and accounting systems; and greater political, social, and economic instability than developed markets.
Country/regional risk, which 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 or regions. Because the Fund may invest a large portion of its assets in securities of companies located in any one country or region, the Funds performance may be hurt disproportionately by the poor performance of its investments in that area. Country/regional risk is especially high in emerging markets.
Currency risk, which 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. Currency risk is especially high in emerging markets.
Investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from global stock markets. Small-, mid-, and large-cap stocks each tend to go through cycles of doing betteror worsethan other segments of the stock market or the global market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks.
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. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of the Fund‘s benchmark index and another comparative index, which have investment characteristics similar to those of the Fund. FTSE Emerging Index returns are adjusted for withholding taxes applicable to U.S.-based mutual funds organized as Delaware statutory trusts. MSCI Emerging Markets Index returns are adjusted for withholding taxes. 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 Emerging Markets Select Stock Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.92% (quarter ended March 31, 2012), and the lowest return for a quarter was –17.92% (quarter ended September 30, 2015).
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| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| Since | |||
| Inception | |||
| (Jun. 27, | |||
| 1 Year | 5 Years | 2011) | |
| Vanguard Emerging Markets Select Stock Fund Investor Shares | |||
| Return Before Taxes | 12.54% | 1.32% | 1.14% |
| Return After Taxes on Distributions | 12.95 | 0.98 | 0.86 |
| Return After Taxes on Distributions and Sale of Fund Shares | 6.96 | 1.06 | 0.93 |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| FTSE Emerging Index | 13.31% | 2.09% | 0.68% |
| MSCI Emerging Markets Index | 14.58 | 1.65 | 0.55 |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are 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
Baillie Gifford Overseas Ltd. (Baillie Gifford) Oaktree Capital Management, L.P. (Oaktree) Pzena Investment Management, LLC (Pzena)
Wellington Management Company LLP (Wellington Management)
Portfolio Managers
Richard Sneller, Partner of Baillie Gifford & Co., which is the 100% owner of Baillie Gifford, and Head of Emerging Markets Equities at Baillie Gifford. He has co-managed a portion of the Fund since 2018.
Andrew Stobart, Portfolio Manager at Baillie Gifford. He has co-managed a portion of the Fund since 2018.
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Mike Gush, Portfolio Manager at Baillie Gifford. He has co-managed a portion of the Fund since 2018.
Frank J. Carroll III, Managing Director and co-head of Emerging Markets Equities at Oaktree. He has co-managed a portion of the Fund since its inception in 2011.
Timothy D. Jensen, Managing Director and co-head of Emerging Markets Equities at Oaktree. He has co-managed a portion of the Fund since its inception in 2011.
Caroline Cai, CFA, Principal of Pzena. She has co-managed a portion of the Fund since its inception in 2011.
Allison Fisch, Principal of Pzena. She has co-managed a portion of the Fund since its inception in 2011.
John P. Goetz, Managing Principal and co-Chief Investment Officer of Pzena. He has co-managed a portion of the Fund since its inception in 2011.
Mary Pryshlak, CFA, Senior Managing Director of Wellington Management. She has managed a portion of the Fund since 2018.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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.
6
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a fund’s gross income, are expressed as a percentage of the net assets of |
| the fund. Assuming that operating expenses remain as stated in the Fees and |
| Expenses section, Vanguard Emerging Markets Select Stock Fund’s expense |
| ratio would be 0.94%, or $9.40 per $1,000 of average net assets. The average |
| expense ratio for emerging markets funds in 2017 was 1.44%, or $14.40 per |
| $1,000 of average net assets (derived from data provided by Lipper, a Thomson |
| Reuters Company, which reports on the mutual fund industry). |
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a fund‘s performance. |
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote. The Fund may change its 80% policy only upon 60 days‘ notice to shareholders.
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Market Exposure
The Fund invests primarily in the common stocks of companies located in emerging markets throughout the world, without regard for the size (capitalization) of the companies.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
The Fund is subject to emerging markets risk, which is the chance that the stocks of companies located in emerging markets will be substantially more volatile, and substantially less liquid, than the stocks of companies located in more developed foreign markets because, among other factors, emerging markets can have greater custodial and operational risks; less developed legal, tax, regulatory, and accounting systems; and greater political, social, and economic instability than developed markets.
| Plain Talk About International Investing |
| U.S. investors who invest in foreign securities will encounter risks not typically |
| associated with U.S. companies because foreign stock and bond markets operate |
| differently from the U.S. markets. For instance, foreign companies and |
| governments may not be subject to the same or similar accounting, auditing, |
| legal, tax, and financial reporting standards and practices as U.S. companies and |
| the U.S. government, and their stocks and bonds may not be as liquid as those of |
| similar U.S. entities. In addition, foreign stock exchanges, brokers, companies, |
| bond markets, and dealers may be subject to less government supervision and |
| regulation than their counterparts in the United States. These factors, among |
| others, could negatively affect the returns U.S. investors receive from foreign |
| investments. |
8
The Fund is subject to country/regional risk and currency risk. Country/regional 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 or regions. Because the Fund may invest a large portion of its assets in securities of companies located in any one country or region, the Funds performance may be hurt disproportionately by the poor performance of its investments in that area. 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. Country/regional risk and currency risk are especially high in emerging markets.
The Fund is subject to investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from global stock markets. Small-, mid-, and large-cap stocks each tend to go through cycles of doing betteror worsethan other segments of the stock market or the global market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks.
Security Selection
The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of equity securities for the Fund. The advisors may consider emerging countries to be those included in the Funds benchmark index, the FTSE Emerging Index; countries classified as emerging economies by the World Bank; and other countries or markets with similar emerging characteristics. Each advisor will consider, among other things, a countrys political and economic stability and the development of its financial and capital markets when determining what constitutes an emerging market country. A company is considered to be located in an emerging market if it is organized under the laws of, or has a principal office in, an emerging country; has a class of securities whose principal securities market is in an emerging country; derives 50% or more of its total revenue from goods produced, sales made, or services provided in one or more emerging countries; or maintains 50% or more of its assets in one or more emerging countries. Equity securities may include common stock, preferred stock, depositary receipts, convertible securities, and rights to purchase common stock.
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 uses a different process to select securities for its portion of the Funds assets. The equity securities selected for the Fund will typically be from those emerging markets countries included in the FTSE Emerging Index.
9
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.
Wellington Management allocates assets to a team of Wellington Managements investment professionals, who are primarily Global Industry Analysts (GIAs). The relative size of each analysts subportfolio of assets is roughly proportional to the relative weight of the analysts coverage universe in the Funds benchmark, the FTSE Emerging Index. Wellington Management employs a bottom-up approach that seeks to add value through in-depth fundamental research and understanding of its industries. The advisor believes that the experience of covering the same companies over a period of many years provides the GIAs with unusually in-depth knowledge, which in turn leads to better and more timely decisions and increases their potential to produce superior results. The strategy combines a blend of investment disciplines, which diversifies investment style risk, as individual analysts have developed valuation methodologies that have proved most relevant to their particular industries. The country weights are determined by the stock selection process. The Wellington Management analysts communicate on a regular basis to discuss risk arising from overall portfolio-level country exposures.
Oaktree seeks to capture misevaluation of securities caused by investor behavior, while placing a priority on limiting losses. Oaktrees investment process is driven by bottom-up research, which includes extensive travel to meet company management and maintenance of in-house models focused on deriving reliable cash flow projections. Stocks are selected based on a combination of valuation, investment thesis, portfolio construction, and risk management.
Oaktrees investment process results in a diversified portfolio and limits exposure by country and industry in order to avoid concentrated positions that could expose the portfolio to heightened risk. The portfolio will hold companies across all market capitalizations; less liquid companies will only be included in the portfolio if the advisor concludes that there is significant upside potential.
Baillie Gifford follows an investment approach based on making long-term investments in well-researched and well-managed businesses with above-average growth potential.
Baillie Gifford analyzes a companys ability to grow at an above-average rate by considering the industry in which it operates, any sustainable competitive advantages the company has within that industry, the ability of management to execute on the market opportunity before them, and whether the company can fund growth with internally generated cash flows. Baillie Gifford also considers the valuation of the company to understand the extent to which the market has already appreciated these
10
factors. Historically, Baillie Gifford has been willing to pay a premium for companies it believes can deliver superior growth.
Pzena utilizes a deep-value approach to portfolio management that focuses on the most undervalued companies based on five-year price-to-normalized earnings. Pzena believes that this value philosophy works well in emerging markets because most investors ignore the cost side of the equation and focus only on growth. Because the companies that the advisor targets may be underperforming their historical earnings power, each undergoes intensive fundamental research to determine whether the problems are temporary or permanent.
Stocks are considered for purchase after meeting three criteria: (1) the companys identified problems, if any, are temporary; (2) the companys management has a viable strategy to generate a recovery in earnings; and (3) there is meaningful downside protection in case the earnings recovery does not materialize. Pzenas portfolio will be diversified among sectors and countries.
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. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in equity securities of companies located in emerging markets, the Fund may make other kinds of investments to achieve its objective.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index, or a reference rate. 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
11
than unfavorable currency exchange movements. The Fund may also invest in stock futures, stock index futures, and options contracts, which are all types of derivatives.
| Plain Talk About Derivatives |
| Derivatives can take many forms. Some forms of derivativessuch as exchange- |
| traded futures and options on securities, commodities, or indexeshave been |
| trading on regulated exchanges for decades. These types of derivatives are |
| standardized contracts that can easily be bought and sold and whose market |
| values are determined and published daily. On the other hand, non-exchange- |
| traded derivativessuch as certain swap agreements and foreign currency |
| exchange forward contractstend to be more specialized or complex and may be |
| more difficult to accurately value. |
The Vanguard Group, Inc. (Vanguard) administers a small portion of the Funds assets to facilitate cash flows to and from the Funds advisors. The Fund may invest these 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 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 Vanguard Market Liquidity Fund and/ or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, 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 CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to first meet redemptions from a cash or cash equivalent reserve. Alternatively, Vanguard may instruct the advisors to sell a cross section of the Funds holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see Potentially disruptive redemptions under Redeeming Shares in the
Investing With Vanguard section.
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Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see Emergency circumstances under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Funds best interest, so long as the strategy or policy employed 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 investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and 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 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.
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.
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| Plain Talk About Turnover Rate |
| Before investing in a mutual fund, you should review its turnover rate. This rate |
| gives an indication of how transaction costs, which are not included in the 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 Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is owned jointly by the funds it oversees and thus indirectly |
| by the shareholders in those funds. Most other mutual funds are operated by |
| management companies that are owned by third partieseither public or private |
| stockholdersand not by the funds they serve. |
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.
Baillie Gifford Overseas Ltd., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland, is an investment advisory firm founded in 1983. Baillie Gifford is wholly owned by a Scottish investment company, Baillie Gifford & Co. Founded in 1908,
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Baillie Gifford & Co., one of the largest independently owned investment management firms in the United Kingdom, manages money primarily for institutional clients. Baillie Gifford began managing a portion of the Fund in 2018. Baillie Gifford & Co. had assets under management that totaled approximately $256 billion as of October 31, 2018.
Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, is an investment advisory firm founded in 1995. Oaktree focuses on certain specialized investment areas, including emerging markets. As of October 31, 2018, Oaktree managed approximately $124 billion in assets.
Pzena Investment Management, LLC, 320 Park Avenue, 8th Floor, New York, NY
10022, is a global investment management firm founded in 1995. Pzena focuses exclusively on a deep value investment approach. The members of the firms executive committee and other employees collectively own a majority of the firm. As of October 31, 2018, Pzena managed approximately $35.9 billion in assets.
Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of October 31, 2018, Wellington Management had investment management authority with respect to approximately $1 trillion in client assets.
The Fund pays each of its investment advisors 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 MSCI Emerging Markets Index through July 31, 2013, and the FTSE Emerging Index thereafter over the preceding 36-month period. When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease.
For the fiscal year ended October 31, 2018, the aggregate advisory fee represented an effective annual rate of 0.52% of the Fund's average net assets before a performance-based increase of 0.05%.
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment 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.
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As the Funds sponsor and overall manager, Vanguard may provide investment advisory services to the Fund at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.
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 October 31.
The managers primarily responsible for the day-to-day management of the Fund are:
Richard Sneller, Partner of Baillie Gifford & Co., the sole shareholder in Baillie Gifford, and Head of Emerging Markets Equities at Baillie Gifford. He has worked in investment management and managed investment portfolios since joining Baillie Gifford in 1994 and has co-managed a portion of the Fund since 2018. Education: M.Sc., University of Stirling.
Andrew Stobart, Portfolio Manager at Baillie Gifford. He has worked in investment management since joining Baillie Gifford in 1991, has managed investment portfolios since 2001, and has co-managed a portion of the Fund since 2018. Education: M.A., University of Cambridge.
Mike Gush, Portfolio Manager at Baillie Gifford. He has worked in investment management since joining Baillie Gifford in 2003, has managed investment portfolios since 2005, and has co-managed a portion of the Fund since 2018. Education: M.Eng., Durham University.
Frank J. Carroll III, Managing Director and co-head of Emerging Markets Equities at Oaktree. He has worked in investment management since 1990, has been with Oaktree since 1999, has managed investment portfolios since 2005, and has co-managed a portion of the Fund since its inception in 2011. Education: B.A., Fairfield University.
Timothy D. Jensen, Managing Director and co-head of Emerging Markets Equities at Oaktree. He has worked in investment management since 1990, has managed investment portfolios since 1998, has been with Oaktree since 2000, and has co-managed a portion of the Fund since its inception in 2011. Education: B.A., Harvard College; M.B.A., University of California, Los Angeles.
Caroline Cai, CFA, Principal of Pzena. She has worked in investment management since 1998, has managed investment portfolios for Pzena since 2007, and has co-managed a portion of the Fund since its inception in 2011. Education: B.A., Bryn Mawr College.
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Allison Fisch, Principal of Pzena. She has worked in investment management since 2001, has managed investment portfolios for Pzena since 2008, and has co-managed a portion of the Fund since its inception in 2011. Education: B.A., Dartmouth College.
John P. Goetz, Managing Principal and co-Chief Investment Officer of Pzena. He has worked in investment management since 1979, has managed investment portfolios for Pzena since 1996, and has co-managed a portion of the Fund since its inception in 2011. Education: B.A., Wheaton College; M.B.A., the Kellogg School of Management at Northwestern University.
Mary Pryshlak, CFA, Senior Managing Director and Director of Global Industry Research of Wellington Management. She has worked in investment management since 1994, joined Wellington Management in 2004, and has managed investment portfolios and managed a portion of the Fund since 2018. Education: B.A., Rutgers College.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
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 and 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.
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| 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.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
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.
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The Fund may be subject to foreign taxes or foreign tax withholding on dividends, interest, and some capital gains that it receives on foreign securities. You may qualify for an offsetting credit or deduction under U.S. tax laws for any amount designated as your portion of the Funds foreign tax obligations, provided that you meet certain requirements. See your tax advisor or IRS publications for more information.
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. |
General Information
Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
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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. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the 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).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
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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 table is 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 the 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.
| Emerging Markets Select Stock Fund | |||||
| Year Ended October 31, | |||||
| For a Share Outstanding | |||||
| Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $22.56 | $18.27 | $16.48 | $20.13 | $20.37 |
| Investment Operations | |||||
| Net Investment Income | .4141 | .4131 | .234 | .290 | .264 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (2.943) | 4.129 | 1.840 | (3.685) | (.242) |
| Total from Investment Operations | (2.529) | 4.542 | 2.074 | (3.395) | .022 |
| Distributions | |||||
| Dividends from Net Investment Income | (.351) | (.252) | (.284) | (.255) | (.262) |
| Distributions from Realized Capital Gains | | | | | |
| Total Distributions | (.351) | (.252) | (.284) | (.255) | (.262) |
| Net Asset Value, End of Period | $19.68 | $22.56 | $18.27 | $16.48 | $20.13 |
| Total Return2 | 11.39% | 25.28% | 12.95% | 16.99% | 0.15% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $564 | $646 | $339 | $259 | $311 |
| Ratio of Total Expenses to | |||||
| Average Net Assets3 | 0.94% | 0.92% | 0.90% | 0.93% | 0.96% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.85% | 2.04% | 1.57% | 1.59% | 1.53% |
| Portfolio Turnover Rate | 76% | 44% | 46% | 49% | 54% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Total returns do not include account service fees that may have applied in the periods shown. | |||||
| 3 Includes performance-based investment advisory fee increases (decreases) of 0.05%, (0.01%), (0.03%), 0.00%, and 0.04%. | |||||
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held in a brokerage account through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. 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 or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums
To open and maintain an account. $3,000. Financial intermediaries, institutional clients, and Vanguard-advised clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Investor Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
To add to an existing account. Generally $1.
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.
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Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard752).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
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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.
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 and be accompanied by good order instructions. Vanguard does not accept cash, travelers checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.
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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.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
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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 form, or fill out the appropriate section of your account registration form.
Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption
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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.
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer
29
settlement period at the time of the transaction. For further information, see Potentially disruptive redemptions and Emergency circumstances.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in 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.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at 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.
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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.
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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 Personal Advisor Services® and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of 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.)
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* 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 be provided on a Vanguard form and include:
Signature(s) and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing 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, subject to potential federal or state withholding taxes.
35
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.
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
36
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.
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the 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.
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, or exchange 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. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, and transfers for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Emerging Markets Select Stock Fund twice a year, in June and December. 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 and the correct form. Use of an incorrect address or form could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | ||
| P.O. Box 1110 | |||
| Valley Forge, PA 19482-1110 | |||
| Regular Mail (Institutions, 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 | ||
| Emerging Markets Select Stock Fund | 6/27/2011 EmgMktSelStk 752 | 921939500 | |
CFA® is a registered trademark owned by CFA Institute.
41
Glossary of Investment Terms
Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distributions. Payments 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.
FTSE Emerging Index. A market-capitalization-weighted index representing large- and mid-cap stocks of companies located in emerging markets around the world.
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.
Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Funds board of trustees and renegotiation with the lender syndicate on an annual basis.
MSCI Emerging Markets Index. An index that tracks stocks in more than 20 emerging markets of Europe, Asia, Africa, and Latin America.
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.
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Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual 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 would like more information about Vanguard Emerging Markets Select Stock Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600
Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273
If you are a participant in an employer-sponsored plan:
The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900
Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
Reports and other information about the Fund are available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected]v.
Funds Investment Company Act file number: 811-02968-99
© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 752 022019
| Vanguard Alternative Strategies Fund |
| Prospectus |
| February 27, 2019 |
| Investor Shares |
| Vanguard Alternative Strategies Fund Investor Shares (VASFX) |
| This prospectus contains financial data for the Fund through the fiscal year ended October 31, 2018. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Fund Summary | 1 | Investing With Vanguard | 34 |
| More on the Fund | 10 | Purchasing Shares | 34 |
| The Fund and Vanguard | 26 | Redeeming Shares | 37 |
| Investment Advisor | 27 | Exchanging Shares | 41 |
| Dividends, Capital Gains, and Taxes | 28 | Frequent-Trading Limitations | 41 |
| Share Price | 31 | Other Rules You Should Know | 43 |
| Financial Highlights | 33 | Fund and Account Updates | 48 |
| Employer-Sponsored Plans | 49 | ||
| Contacting Vanguard | 50 | ||
| Additional Information | 51 | ||
| Related Performance | 52 | ||
| Glossary of Investment Terms | 54 | ||
Fund Summary
Investment Objective
The Fund seeks to generate returns that have low correlation with the returns of the stock and bond markets and that are less volatile than the overall U.S. stock market.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Sales Charge (Load) Imposed on Purchases | None | |
| Purchase Fee | None | |
| Sales Charge (Load) Imposed on Reinvested Dividends | None | |
| Redemption Fee | None | |
| Account Service Fee (for certain fund account balances below $10,000) | $20/year | |
| Annual Fund Operating Expenses | ||
| (Expenses that you pay each year as a percentage of the value of your investment) | ||
| Management Fees | 0.24% | |
| 12b-1 Distribution Fee | None | |
| Other Expenses | ||
| Dividend Expenses on Securities Sold Short | 0.33% | |
| Borrowing Expenses on Securities Sold Short | 0.00% | |
| Other Operating Expenses | 0.06% | |
| Total of Other Expenses | 0.39% | |
| Acquired Fund Fees and Expenses | 0.03% | |
| Total Annual Fund Operating Expenses1 | 0.66% | |
1 The Fund's custodian has contractually agreed to waive a portion of its custody fee based on an offset arrangement. The Fund's Total Annual Fund Operating Expenses after the custody fee offset was 0.65%.
1
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $67 | $211 | $368 | $822 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 131% of the average value of its portfolio.
Principal Investment Strategies
The Fund seeks to generate returns by utilizing several alternative strategies that, individually and collectively, are expected to have low correlation with traditional capital markets and that collectively are expected to have lower volatility than the overall U.S. stock market. The strategies are based on the advisor’s view regarding investable opportunities across capital markets. The Fund pursues strategies that include the following: long/short equity, event driven, fixed income relative value, currencies, commodity-linked investments, and equity index futures. The Fund will hold long and/or short positions within each strategy in an allocation that attempts to minimize market exposure, while attempting to capture attractive risk premiums identified by the advisor. The advisor expects that, over the long term, the assets underlying its long positions will outperform (appreciate more than or depreciate less than) the assets underlying its short positions.
The Fund implements these strategies by investing—either directly or indirectly through a wholly owned subsidiary—in a broad range of investments that may include, but are not limited to, the following: equities; fixed income instruments;
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options; foreign currency exchange forward contracts; futures, including commodity, global equity index, and U.S. and foreign Treasury futures; and swaps.
The Fund seeks to generate absolute returns independent of market conditions, while managing volatility by combining strategies with different volatility patterns. The Fund is expected to utilize leverage in an attempt to match the expected risk profile of each individual strategy and the fund overall to a targeted level. A strategy will generate a positive return if stocks or other instruments held long (long positions) in the aggregate outperform stocks or other instruments sold short (short positions). This will happen if the long positions increase in value (appreciate) while the short positions decline in value (depreciate) or if the long positions appreciate more than, or depreciate less than, the short positions.
Although the Fund generally expects to maintain an approximate equal weighting among the strategies, the advisor may increase or decrease a strategys weighting within the Fund to a level deemed appropriate to further the Funds investment objective. In addition, the advisor may discontinue use of any of the strategies or add one or more new strategies if deemed to be in the best interests of the Fund.
The strategies employed by the Fund include:
Long/Short Equity: The Fund may engage in strategies that seek to provide both long and short exposure to equity securities. This strategy involves simultaneously purchasing equities (e.g., U.S. and foreign stocks) the advisor expects to increase in value (i.e., investing long) and selling equities the advisor expects to decrease in value (i.e., short selling). This strategy may maintain overweightings in a variety of industry and sector exposures when seeking to capitalize on pricing inefficiencies between related equity securities. When taking a short position, the Fund sells a stock that it does not own and then borrows the stock from a third party to meet its settlement obligations. The Fund seeks to reduce the net exposure of the overall portfolio to general market movements and to minimize volatility by simultaneously engaging in long investing and short selling.
Event Driven: The Fund may engage in event driven strategies, which seek to profit from investing in, and in some cases shorting, the securities (e.g., U.S. and foreign stocks) of a company based on the belief that a specific event or catalyst will affect the price of the companys stock. This strategy attempts to capitalize on price discrepancies and returns generated by an impending corporate activity, such as an acquisition or merger. The advisor may also engage in this strategy using futures, forwards, or swaps. Foreign currency exchange forward contracts may be used to hedge currency risks presented by securities transactions. Swaps and futures may be used to create synthetic exposure to securities.
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Fixed Income Relative Value: The Fund may seek to profit by capitalizing on perceived mispricing of various liquid fixed income or interest rate-sensitive securities. This strategy will employ a variety of quantitative and qualitative methods to identify securities it believes are mispriced or display liquidity discrepancies based on historical, fundamental, or technical factors. The advisor may also engage in this strategy primarily using U.S. Treasury futures.
Currencies: The Fund may utilize this strategy to benefit from expected currency movements across countries through the use of long and short foreign currency exchange forward contracts. The Fund seeks to benefit from premiums associated with selling currencies of countries with poor fundamental characteristics and purchasing currencies of countries with strong fundamental characteristics.
Commodity-Linked Investments: The Fund may engage in investments that create both long and short exposure to commodities by using exchange-traded commodity futures contracts, commodity-linked swaps, or other commodity-linked investments. Commodities include real assets such as agricultural products, livestock, precious and industrial metals, and energy products. The Fund typically obtains exposure to commodities by investing a portion of its assets in a wholly owned subsidiary, which in turn invests in commodity-linked investments and fixed income securities. The Fund may also obtain exposure to commodities by investing directly in commodity-linked investments. Commodity-linked investments include commodity futures contracts, commodity-linked structured notes, commodity-linked swaps, exchange-traded commodity pools or funds, and other commodity-linked instruments.
Equity Index Futures: The Fund may utilize long and short positions in global equity index futures to capture excess return opportunities. The Fund seeks to benefit from global differences in market and fundamental characteristics by buying equity index futures with strong characteristics and selling equity index futures with poor characteristics.
Principal Risks
An investment in the Fund could lose money over short, intermediate, or even long periods of time. Returns may vary substantially over time, and there is no guarantee that the Fund will achieve its investment objective or that any of its investment strategies individually or collectively will succeed.
The Funds strategies involve the use of leverage, so its investment program may be considered speculative and is expected to involve considerable risks. The Fund could lose money at any time and may underperform the markets in which it invests during any given period, regardless of whether such markets rise or fall.
The Fund is subject to the risks described below. Each of these risks, alone or in combination with other risks, has the potential to hurt Fund performance, sometimes significantly.
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Absolute Return Investing Risk
Absolute return investing is complex and may involve greater risk than investing in a traditional portfolio of stocks, bonds, and cash. There is no guarantee that the performance of the Fund will have low correlation with the returns of traditional capital markets. It is possible that the Funds investment returns may converge with the investment returns of equity or fixed income markets during a period of declining stock prices, thereby eliminating the diversification benefit that the advisor expects from the strategies. During these times, the strategies correlations could increase, which in turn could increase the Funds overall volatility.
Manager Risk
The Fund is subject to manager risk, which is the chance that poor investment selections, poor asset allocation decisions, and/or poor strategy execution by the advisor will cause the Fund to fail to achieve its objective or to generate lower returns than would be achieved from different investment selections and/or asset allocation decisions. Poor investment selection by the advisor could also cause the Fund to underperform relevant benchmarks or other funds with similar investment objectives.
Derivatives Risk
The use of derivativessuch as futures contracts, foreign currency exchange forward contracts, swap agreements, options, and warrantspresents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, commodity, asset, index, or reference rate. Derivative strategies often involve leverage, which may increase a loss, potentially causing the Fund to lose more money than it would have lost had it invested in the underlying security. Also, a liquid market may not always exist for the Funds derivative positions at times when the Fund might wish to terminate or sell such positions. In addition, regulators and futures exchanges have established limits, referred to as position limits, on the maximum net long or net short positions that any person may hold or control, in particular derivatives contracts. Some contract positions, such as commodity futures contracts, held by the Fund and/or the subsidiary may have to be liquidated at disadvantageous times or prices to avoid exceeding such position limits, which may adversely affect the Funds total return. The use of a derivative subjects the investor to the risk of nonperformance by the counterparty (i.e., counterparty risk), potentially resulting in delayed or partial payment or even nonpayment of amounts due under the derivative contract.
Short-Selling Risk
Short-selling risk is the chance that the Fund will lose money in connection with its short sales of securities or other instruments. Short selling allows an investor to profit from declines in the prices of securities or other instruments. There is no guarantee that the price of the securities or other instruments will decline; in fact, it may rise. To
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generate cash to close out a short position, the Fund may have to sell a related long position at a disadvantageous time. The Funds loss on a short sale is potentially unlimited, because there is no limit on the price a security or instrument sold short could attain.
Commodity-Linked Investment Risk
The Fund has the ability to obtain commodity exposure by investing directly in commodity-linked investments or investing indirectly in those investments through a wholly owned subsidiary organized under the laws of the Cayman Islands. These investments subject the Fund to risks associated with investments in commodities. Commodity futures trading is volatile and even a small movement in market prices could cause large losses. Commodity-linked investment risks include commodity futures trading risk, counterparty risk, derivatives risk, and tax risk. These risks are described under More on the Fund. Investment in a wholly owned subsidiary also subjects the Fund to subsidiary investment risk, manager risk, and tax risk. These subsidiary-related risks are also described in more detail under More on the Fund. In particular, the subsidiary will not be organized as a mutual fund that is registered under any U.S. federal or state securities laws, including the Investment Company Act of 1940. The tax treatment of the Funds investment in the subsidiary may be adversely affected by changes in laws or regulations, or interpretations of existing laws or regulations, of the United States and/or the jurisdiction of the subsidiary.
Leverage Risk
Leverage risk is the chance that any leveraged losses will exceed the principal amount invested by the Fund. Returns from a leveraged investment have the potential to be more volatile than returns from traditional stock and bond investments, which exposes the Fund to heightened risks.
Stock Market Risk
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
Currency Risk
The Fund is subject to currency risk, which is the chance that the Fund could suffer losses from currency-related investments. For example, if positions the Fund holds long decline in value and/or positions the Fund holds short increase in value, then the Fund could incur a loss. Currency prices can be highly volatile and trading currencies for non-hedging purposes is generally considered speculative and involves a high risk of a substantial loss of invested capital.
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Nondiversification Risk
The Fund is also subject to nondiversification risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few investments. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
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 has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a 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 Alternative Strategies Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.22% (quarter ended March 31, 2016), and the lowest return for a quarter was –2.61% (quarter ended December 31, 2016).
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| Average Annual Total Returns for Periods Ended December 31, 2018 | ||
| Since | ||
| Inception | ||
| (Aug. 11, | ||
| 1 Year | 2015) | |
| Vanguard Alternative Strategies Fund Investor Shares | ||
| Return Before Taxes | 2.28% | 2.44% |
| Return After Taxes on Distributions | 1.97 | 1.82 |
| Return After Taxes on Distributions and Sale of Fund Shares | 1.57 | 1.69 |
| FTSE 3-month U.S.T-Bill Index + 4% | ||
| (reflects no deduction for fees, expenses, or taxes) | 6.15% | 5.06% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Anatoly Shtekhman, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since 2016.
Fei Xu, CFA, Portfolio Manager at Vanguard. He has co-managed the Fund since 2017.
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Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares is $250,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional clients should contact Vanguard for information on special eligibility rules that may apply to them. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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 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 principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund’s board of trustees, which oversees the Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Fund’s investment objective is not fundamental and may be changed without a shareholder vote.
| Plain Talk About Absolute Return Investing |
| Conventional approaches to investing money seek to either track or exceed the |
| performance of a particular asset or sub-asset class. An absolute return approach |
| to investing, however, seeks capital appreciation over the long term while |
| exhibiting low correlation with the returns of traditional capital markets. During |
| periods of falling or rising stock prices, an absolute return investment may |
| generate returns that are markedly different from the returns of the stock market, |
| for better or worse. Some absolute return strategies are designed to take |
| advantage of disparities or inefficiencies in different markets or to benefit from |
| cyclical relationships or special situations. Certain absolute return strategies may |
| be designed to systematically capture risk premiums across the financial markets |
| by offering risk transfer opportunities to market participants. Other absolute |
| return strategies can be designed to capture mispricings across asset classes |
| that have historically positive long-term returns while exhibiting low correlation |
| with stock market returns. Generally speaking, an absolute return approach to |
| investing places a premium on manager insight, effective execution, and |
| disciplined risk controls. Absolute return strategies can use a high degree of |
| implicit or explicit leverage, which introduces the potential for a substantial loss of |
| invested capital over short periods of time. |
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Absolute return investing is complex and may involve greater risk than investing in a traditional portfolio of stocks, bonds, and cash. There is no guarantee that the performance of the Fund will have low correlation with the returns of traditional capital markets. It is possible that the Funds investment returns may converge with the investment returns of equity or fixed income markets during a period of declining stock prices, thereby eliminating the diversification benefit that the advisor expects from the strategies. During these times, the strategies correlations could increase, which in turn could increase the Funds overall volatility.
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a funds performance. |
An investment in the Fund could lose money over short, intermediate, or even long periods of time. Returns may vary substantially over time, and there is no guarantee that the Fund will achieve its investment objective or that any of its investment strategies individually or collectively will succeed.
Portfolio Construction
The Fund seeks to provide shareholders with an absolute return through investments in various alternative strategies. The Fund is constructed to provide returns that have low correlation to traditional capital markets. Therefore, the Funds strategies have been designed and selected to have minimal long-term correlation with each other. The Fund will seek to be broadly diversified across a range of markets. Each of the strategies is constructed using a bottom up systematic process.
The advisor constructs each strategy individually then combines them into a single portfolio using a long-term strategic risk-weighting process. In general, the advisors portfolio construction process focuses on adding value through diversified risk weighting over the long-term.
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Although the Funds returns are designed to have low long-term correlation with traditional capital market returns on average over time, the Fund may experience periods of increased correlation and risk relative to capital markets. Although the Fund may simultaneously use one type of exposure in more than one strategy, the exposure will be independently selected to achieve the goal of the particular strategy. The advisor will attempt to mitigate risk through the allocation of assets among the strategies and through active monitoring of volatility, counterparties, and other risk measures.
Security Selection
Vanguard manages each strategy through the use of a continually evolving process that was developed and is managed by Vanguards Quantitative Equity Group. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. The advisor utilizes the resulting process to determine which securities and other instruments to buy long and sell short for the portfolio. The Funds investments may include, but are not limited to, the following: equities; fixed income instruments; options; foreign currency exchange forward contracts; futures, including commodity, global equity index, and U.S. and foreign Treasury futures; and swaps. The Fund gains exposure to these instruments either directly by investing in the instruments or indirectly by investing in a subsidiary that invests in the instruments.
The Fund may invest in selected other investments that the advisor believes have attractive expected risk/return characteristics and that are compatible with the existing strategies of the Fund.
The Fund is subject to manager risk, which is the chance that poor investment selections, poor asset allocation decisions, and/or poor strategy execution by the advisor will cause the Fund to fail to achieve its objective or to generate lower returns than would be achieved from different investment selections and/ or asset allocation decisions. Poor investment selection by the advisor could also cause the Fund to underperform relevant benchmarks or other funds with similar investment objectives.
The performance of the Fund depends on the net returns of its long and short positions, and it is possible for the Fund to experience a net loss across all positions. If the Funds investment program is successful, however, the net returns of its long and short positions will produce long-term capital appreciation that reflects the quality of the advisors security selections, with less volatility than the U.S. stock market.
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The Fund is subject to nondiversification risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of relatively few investments. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
| Plain Talk About Alternative Strategies Funds |
| What is an alternative strategies mutual fund? While there is no clear definition of |
| alternative in the mutual fund space, an alternative strategies mutual fund is |
| generally understood to be a fund whose principal investment strategy falls into |
| one or more of the three following buckets: (1) non-traditional asset classes (such |
| as currencies), (2) non-traditional strategies (such as long/short equity positions), |
| and/or (3) illiquid assets (such as private debt). These investment strategies |
| generally seek to produce positive risk-adjusted returns (or alphas) that are not |
| closely correlated to traditional investments or benchmarks. These investment |
| strategies differ from those of traditional mutual funds that pursue long-only |
| strategies in asset classes. It is possible for an alternative strategies mutual fund |
| to experience considerable losses. |
Market Exposure
U.S. and Foreign Stocks
The Fund invests, to varying degrees, in large-, mid-, and small-capitalization stocks of companies in the United States, as well as in stocks of companies located in markets around the world. The Fund may hedge some of its currency exposure to foreign stocks in order to reduce volatility caused by changes in currency exchange rates.
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. Investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
The Fund is subject to country/regional risk and currency risk. Country/regional 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 or regions. Currency risk is the chance that the value of a foreign investment, including a derivative that provides exposure to a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
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The advisor expects that much of the risks of investing in stocks will be offset through strategy construction, for example, taking short positions in stocks. That said, there is no guarantee that strategy construction will always be successful in reducing stock market risk.
Bonds
The Fund may invest in instruments that provide exposure to fixed income markets, including U.S. Treasury futures, and to varying degrees, a wide spectrum of short-, intermediate-, and long-term U.S. government, U.S. agency, and investment-grade U.S. corporate bonds; mortgage-backed and asset-backed securities; and government, agency, corporate, and securitized investment-grade foreign bonds issued in currencies other than the U.S. dollar. The Fund may hedge some of its currency exposure in order to reduce volatility caused by changes in currency rates. Fixed income investments may be used in furtherance of an investment strategy and also to enable the Fund to satisfy margin deposit, collateralization, and/or segregation obligations associated with its use of derivatives.
The Fund is subject to interest rate risk, which is the chance that prices of fixed income instruments, including, but not limited to, bonds and U.S. Treasury futures, will be affected by changes in interest rates. Increasing interest rates could cause positions of the long portfolio to decline in value, while decreasing interest rates could cause positions of the short portfolio to decline in value.
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| Plain Talk About Bonds and Interest Rates |
| As a rule, when interest rates rise, bond prices fall. The opposite is also true: |
| Bond prices go up when interest rates fall. Why do bond prices and interest rates |
| move in opposite directions? Lets assume that you hold a bond offering a 4% |
| yield. A year later, interest rates are on the rise and bonds of comparable quality |
| and maturity are offered with a 5% yield. With higher-yielding bonds available, |
| you would have trouble selling your 4% bond for the price you paidyou would |
| probably have to lower your asking price. On the other hand, if interest rates were |
| falling and 3% bonds were being offered, you should be able to sell your 4% |
| bond for more than you paid. |
| How mortgage-backed securities are different: In general, declining interest rates |
| will not lift the prices of mortgage-backed securitiessuch as those guaranteed |
| by the Government National Mortgage Associationas much as the prices of |
| comparable bonds. Why? Because when interest rates fall, the bond market |
| tends to discount the prices of mortgage-backed securities for prepayment risk |
| the possibility that homeowners will refinance their mortgages at lower rates and |
| cause the bonds to be paid off prior to maturity. In part to compensate for this |
| prepayment possibility, mortgage-backed securities tend to offer higher yields |
| than other bonds of comparable credit quality and maturity. In contrast, when |
| interest rates rise, prepayments tend to slow down, subjecting mortgage-backed |
| securities to extension riskthe possibility that homeowners will repay their |
| mortgages at slower rates. This will lengthen the duration or average life of |
| mortgage-backed securities held by a fund and delay the funds ability to reinvest |
| proceeds at higher interest rates, making the fund more sensitive to changes in |
| interest rates. |
The Fund is subject to credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that security to decline, thus reducing the Funds return.
The Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A fund holding bonds will experience a decline in income when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally higher for funds holding short-term bonds and lower for funds holding long-term bonds.
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The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. If the Fund holds a bond that is called, the Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. For mortgage-backed securities, this risk is known as prepayment risk.
The Fund is subject to country/regional risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, or companies.
The Fund is subject, to a limited extent, to event risk, which is the chance that corporate fixed income securities will suffer a substantial decline in credit quality and market value because of a corporate restructuring.
| Plain Talk About Bond Maturities |
| A bond is issued with a specific maturity datethe date when the issuer must pay |
| back the bonds principal (face value). Bond maturities range from less than 1 year |
| to more than 30 years. Typically, the longer a bonds maturity, the more price risk |
| you, as a bond investor, will face as interest rates risebut also the higher the |
| potential yield you could receive. Longer-term bonds are more suitable for |
| investors willing to take a greater risk of price fluctuations to get higher and more |
| stable interest income. Shorter-term bond investors should be willing to accept |
| lower yields and greater income variability in return for less fluctuation in the value |
| of their investment. The stated maturity of a bond may differ from the effective |
| maturity of a bond, which takes into consideration that an action such as a call or |
| refunding may cause bonds to be repaid before their stated maturity dates. |
Commodity-Linked Investment Risk
The Fund may allocate a portion of its assets to investments that create long or short exposure to commodities (e.g., commodity futures). Commodities include real assets such as agricultural products, livestock, precious and industrial metals, and energy products. Commodity futures prices have a historically low correlation with the returns of the stock and bond markets.
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The Fund intends to obtain exposure to commodities primarily through investing a portion of its assets in a wholly owned subsidiary organized under the laws of the Cayman Islands, which in turn invests in commodity-linked investments and fixed income securities. The Funds ownership of the subsidiary exposes it to the same risks as if it were invested directly in the assets owned by the subsidiary. The Fund may also invest directly in certain types of commodity-linked investments. The Funds direct and indirect commodity-linked investments may include commodity futures contracts, commodity-linked swaps, exchange-traded commodity pools or funds, and other commodity-linked instruments. The subsidiarys fixed income investments include, but are not limited to, cash instruments, money market instruments, and short-term bonds. Fixed income investments provide liquidity for the subsidiary and may serve as margin or collateral for the subsidiarys commodity-linked investments.
Subsidiary investment risk includes the risk that because a subsidiary is not registered under any U.S. federal or state securities laws, it does not offer the same investor protections available to shareholders of registered investment companies.
The subsidiary, which is managed by Vanguard, will not be organized as a mutual fund that is registered under any U.S. federal or state securities laws, including the Investment Company Act of 1940 (1940 Act), and is therefore not subject to all the investor protections of the 1940 Act.
There is no assurance that the Fund will be permitted to continue to invest indirectly in commodity-linked investments through the subsidiary. Changes in the laws or regulations, or interpretations of existing laws or regulations, of the United States and/or the jurisdiction of the subsidiary could limit the Funds ability to invest in the subsidiary, impact the way in which the subsidiary operates, increase the subsidiarys expenses, or otherwise adversely affect the Fund and/or the subsidiary. Moreover, the changes may be retroactive. For example, the subsidiary intends to operate in a manner that the Funds qualifying income requirement is met under current U.S. tax law. However, there is no assurance that future changes in this law, or interpretations of this law, will not adversely affect the Fund. Also, although the subsidiary is not expected to owe income or other taxes in its jurisdiction of organization, if that jurisdictions tax laws were changed and the subsidiary was required to pay taxes, the Funds investment returns may decrease. Because Vanguard receives asset-based fees from the subsidiary for services provided to the subsidiary, Fund assets invested in the subsidiary are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Tax risk is the chance that the Funds commodity-linked investments could adversely affect the Funds regulated investment company status.
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The Funds ability to make direct and indirect investments in some of the commodity-related investments previously described, including in the wholly owned subsidiary, is limited by the Funds intention to qualify as a regulated investment company (RIC) under the Internal Revenue Code of 1986, as amended (the IRC), including the requirement that 90% of the Funds gross income for each taxable year constitute qualifying income. As an RIC, the Fund also may not invest more than 25% of its assets in the subsidiary.
The Fund generally intends to gain direct or indirect exposure to the commodity markets through investments that generate qualifying income by investing directly in commodity-linked investments the Fund believes give rise to qualifying income or by investing indirectly in commodity-linked investments through the subsidiary. In addition, the subsidiary will be operated in a manner that is intended to enable the Fund to comply with the IRC requirements applicable to RICs. However, if the Fund does not appropriately limit its investments in the subsidiary or in commodity-related investments, or if the investments (or the income earned on the investments) are recharacterized for U.S. tax purposes, the Funds status as an RIC may be jeopardized. Moreover, any recharacterization of these investments (or the income earned on the investments) may be retroactive. If the Fund were to fail to qualify as an RIC in any taxable year, the Fund would be subject to Fund-level taxation, reducing the amount of income available for distribution to shareholders and reducing the net asset value of its shares.
Manager risk is the chance that poor strategy execution will cause the subsidiary to fail to achieve its investment objective.
The subsidiarys success will depend on the advisors ability to successfully invest in commodity-linked investments such as commodity futures and commodity-linked swaps and to invest the subsidiarys assets in a combination of fixed income investments. The subsidiary is subject to the risk that it will not be successful in executing this strategy, and there is no guarantee that the subsidiary will achieve its investment objective. The subsidiary could lose money at any time.
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| Plain Talk About Commodities |
| Commodities are raw materials used to create the goods that consumers buy. |
| They include a wide range of physical assets, such as agricultural products, |
| livestock, precious metals, energy products, and industrial metals. Commodities |
| can be purchased for immediate delivery (on the spot) or delivery within a |
| specific time period in the future under the terms of a futures contract. An |
| exchange-traded commodity futures contract provides for the purchase and sale of |
| a specified type and quantity of a commodity during a stated delivery month. A |
| futures contract on an index of commodities provides for the payment and receipt |
| of cash based on the level of the index at settlement or liquidation of the contract. |
| Unlike equity securities, futures contracts, by their terms, have stated expirations, |
| and at a specified time prior to expiration, trading in a futures contract for the |
| current delivery month will cease. As a result, an investor wishing to maintain |
| exposure to a futures contract on a particular commodity with the nearest |
| expiration must close out a position in the expiring contract and establish a new |
| position in the contract for the next delivery month. This process is referred to as |
| rolling. An investor will profit from rolling a futures contract if the cost for the |
| new contract is lower than the cost of the expiring contract. Conversely, an |
| investor will lose money by rolling a futures contract if the cost for the new |
| contract is higher than the cost of the expiring contract. |
Commodity futures trading risk is the chance that the Fund could lose all, or substantially all, of its investments in instruments linked to the returns of commodity futures. Commodity futures trading is volatile, and even a small movement in market prices could cause large losses.
The prices of commodity futures are subject to change based on various factors, including, but not limited to, the following: lack of liquidity; global supply and demand for commodities; disorderly markets; limitations on deliverable supplies; participation of hedgers and speculators; domestic and foreign interest rates and investors expectations concerning interest rates; domestic and foreign inflation rates and investors expectations concerning inflation rates; investment and trading activities of institutional investors; global or regional political, economic, or financial events and situations; government regulation and intervention; technical and operational or system failures; nuclear accident; terrorism; and natural disasters.
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Derivatives Risk
The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus.
Derivatives risk is the risk associated with the use of futures contracts, options on futures contracts, options on securities, swap agreements, warrants, forward contracts, and other derivatives. Investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
Losses involving certain derivatives can sometimes be substantial or even greater than the principal amount investedin part because a relatively small price movement may result in an immediate and substantial loss to the investor. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying securities or assets. The market for many derivatives is, or can suddenly become, illiquid, which may result in significant, rapid, and unpredictable changes in the prices for derivatives.
The use of certain derivatives subjects the investor to counterparty risk, which is the risk of nonperformance by the counterparty, potentially resulting in delayed or partial payment or even nonpayment of amounts due under the derivative contract. There are typically contractual remedies that may be pursued under a derivatives agreement in the event of default by a counterparty. The Fund and the subsidiary each expects to hold margin or collateral to secure the obligations of a counterparty in an effort to mitigate this risk.
| Plain Talk About 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, or a reference rate. Some |
| forms of derivativessuch as exchange-traded futures and options on securities, |
| commodities, or indexeshave been trading on regulated exchanges for |
| decades. These types of derivatives are standardized contracts that can easily be |
| bought and sold and whose market values are determined and published daily. |
| On the other hand, non-exchange-traded derivativessuch as certain swap |
| agreements and foreign currency exchange forward contractstend to be more |
| specialized or complex and may be less liquid and more difficult to accurately |
| value. |
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Liquidity risk is the chance that the markets, assets, and instruments in which the Fund invests are, or may become, illiquid.
The advisor expects that the Fund generally will seek to invest in liquid markets, assets, and instruments, although the Fund may have the ability to invest a portion of its assets in markets, assets, or instruments that are or may become illiquid. There is no assurance that investments that were liquid when purchased will not suddenly become illiquid for an indefinite period of time.
Short-Selling Risk
The Funds use of short sales in combination with its long positions may not be successful and may result in greater losses or lower returns than if the Fund held only long positions. For example, it is possible that the instruments the Fund holds long will underperform (appreciate less than or depreciate more than) the instruments it holds short, resulting in losses to the Fund. Any gain from a short position may be partially or totally offset by a decline in a long position, or vice versa.
| Plain Talk About Equity Short Sales |
| A short sale of an equity security is the sale of a security that the seller does not |
| own. In order to deliver the security to the purchaser, the short seller borrows the |
| security, typically from a broker-dealer or an institutional investor, for a fee. The |
| short seller later closes out the position by returning the security to the lender, |
| typically by purchasing the same security on the open market. A short sale |
| theoretically carries the risk of an unlimited loss, because the price of the |
| underlying security could increase without limit, thus increasing the cost of |
| buying that security to cover the short position. In addition, there can be no |
| assurance that the security needed to cover a short position will be available for |
| purchase. Also, the purchase of a security to close out the short position can |
| itself cause the price of the security to rise further, thereby exacerbating the loss. |
| Short selling is often used to profit from an expected downward price movement |
| in a security. |
Short-selling risk is the chance that the Fund will lose money in connection with its short sales of securities or other instruments.
Short selling allows an investor to profit from declines in the prices of securities or other instruments the investor does not own. To engage in an equity short sale, the Fund sells a security that it does not own and borrows, for a fee, securities to meet its settlement obligation. There is no guarantee that the price of the borrowed securities will decline; in fact, it may rise. Short selling of equity securities involves higher transaction costs than long-only investing. For example, to generate cash to close out
21
a short position, the Fund may have to sell a related long position at disadvantageous times to produce cash to unwind a short position. The Funds loss on a short sale is potentially unlimited, because there is no limit on the price appreciation a borrowed security or instrument sold short could attain.
| Plain Talk About Short Sale Borrowing and Dividend Expenses |
| The Fund engages in short selling as a principal investment strategy. A short sale |
| occurs when the Fund sells a stock it does not own and then borrows the stock |
| from a lender in order to settle the transaction. When the Fund sells short, it will |
| normally incur two types of expensesborrowing expenses and dividend |
| expenseswhich increase the Funds expense ratio. |
| In connection with the short sale, the Fund may receive income or be charged a |
| fee on borrowed stock. This income or fee is calculated on a daily basis, based |
| upon the market value of the borrowed stock and a variable rate that is dependent |
| upon the availability of the stock. The net amounts of income or fees are recorded |
| as interest income (for net income received) or borrowing expense on |
| securities sold short (for net fees charged) on the Funds Statement of |
| Operations. |
| The Fund incurs dividend expenses until the borrowed stock is returned to the |
| lender. These expenses are paid to the lender of the stock and are based upon |
| the amount of any dividends declared on the stock. Having sold the borrowed |
| stock, the Fund does not itself collect the dividends, and thus has a net expense |
| payable to the lender. This payment is recorded as dividend expense on |
| securities sold short on the Funds financial statements. Short sale dividend |
| expenses generally reduce the market value of the stock by the amount of the |
| dividend declared, thus increasing the Funds unrealized gain or reducing the |
| Funds unrealized loss on the stock sold short. |
Leverage Risk
Leverage risk is the chance that any leveraged losses will exceed the principal amount invested by the Fund. Returns from a leveraged investment have the potential to be more volatile than returns from traditional stock and bond investments, which exposes the Fund to heightened risks.
Leverage exists when an investor has the right to a return on a total investment amount that exceeds the cash amount the investor contributed to the investment. Leverage magnifies the effect of gains and losses. The Funds losses from its leveraged investments could be considerable.
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Leverage-financing risk is the chance that the Fund will be unable to access and maintain financing sufficient to leverage its investments to targeted levels.
The Fund will require the use of leverage in order for its strategies to reach targeted volatility levels. It is possible that the prime broker or other counterparties that finance the leverage employed by the Fund may not be able or willing to provide the level of financing that the advisor believes is required to achieve its volatility targets.
Currency Risk
Currency risk is the chance that the Fund could suffer losses from currency-related investments. For example, if positions the Fund holds long decline in value and/or positions the Fund holds short increase in value, then the Fund could incur a loss. Currency prices can be highly volatile and trading currencies for non-hedging purposes is generally considered speculative and involves a high risk of a substantial loss of invested capital.
Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including, but not limited to, changes in interest rates, impositions of currency controls, devaluation of a currency by a countrys government or banking authority, or political developments in the United States or abroad.
Other Investment Policies and Risks
Although the Fund actively allocates its assets principally among some combination of equities; fixed income instruments; options; foreign currency exchange forward contracts; futures, including commodity, global equity index, and U.S. and foreign Treasury futures; and swaps, the Fund may make other kinds of investments to achieve its objective.
The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are investments that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by the Fund without limit.
The Fund may invest a portion of its assets in shares of stock or bond exchange-traded funds (ETFs). ETFs provide returns similar to those of stocks or bonds. The Fund may purchase ETFs when doing so will reduce the Funds transaction costs, facilitate cash management, mitigate risk, or have the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund
23
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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, 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 CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Funds holdings to meet redemptions, while also factoring in transaction costs. Additionally, the Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio; see Potentially disruptive redemptions under Redeeming Shares in the Investing With Vanguard section.
Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days; see Emergency circumstances under Redeeming Shares in the Investing With Vanguard section. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the strategy or policy employed 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 investment objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
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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 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
25
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.
| Plain Talk About Turnover Rate |
| Before investing in a mutual fund, you should review its turnover rate. This rate |
| gives an indication of how transaction costs, which are not included in the 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 Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
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Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is owned jointly by the funds it oversees and thus indirectly |
| by the shareholders in those funds. Most other mutual funds are operated by |
| management companies that are owned by third partieseither public or private |
| stockholdersand not by the funds they serve. |
Investment Advisor
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of October 31, 2018, Vanguard served as advisor for approximately $4 trillion in assets. Vanguard provides investment advisory services to the Fund pursuant to the Funds Service Agreement and subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended October 31, 2018, the advisory expenses represented an effective annual rate of 0.07% of the Funds average net assets.
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment 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 investment advisory services to the Fund at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Fund may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended April 30.
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The managers primarily responsible for the day-to-day management of the Fund are:
Anatoly Shtekhman, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2007 and has managed investment portfolios and co-managed the Fund since 2016. Education: B.S., University of Scranton; M.S., Boston College; M.B.A., The Wharton School of the University of Pennsylvania.
Fei Xu, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2004 and has managed investment portfolios and co-managed the Fund since 2017. Education: B.S., Peking University; M.S., University of California, Los Angeles; M.B.A., Duke University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
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 and 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, |
| dividends, and other sources as well as capital gains from the funds sale of |
| investments. Income consists of, among other things, the dividends that the fund |
| earns from any stock holdings and the interest it receives from any bond |
| investments. In general, capital gains are realized whenever the fund sells |
| investments 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 investments 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 a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
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.
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| Plain Talk About Buying a Dividend |
| Unless you are 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 24% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. investors page on our website at vanguard.com for information on 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. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the 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. Debt securities held by a fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also 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.
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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. A fund may use fair-value pricing with respect to its fixed income securities on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights table is intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Alternative Strategies Fund
| Aug. 11, | ||||
| Year Ended October 31, | 20151 to | |||
| Oct. 31, | ||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 |
| Net Asset Value, Beginning of Period | $20.46 | $21.28 | $20.23 | $20.00 |
| Investment Operations | ||||
| Net Investment Income (Loss) | .1972 | .1532 | .106 | .004 |
| Net Realized and Unrealized Gain (Loss) | ||||
| on Investments | (.143) | (.139) | 1.039 | .226 |
| Total from Investment Operations | .054 | .014 | 1.145 | .230 |
| Distributions | ||||
| Dividends from Net Investment Income | (.104) | (.093) | (.095) | — |
| Distributions from Realized Capital Gains | — | (.741) | — | — |
| Total Distributions | (.104) | (.834) | (.095) | — |
| Net Asset Value, End of Period | $20.41 | $20.46 | $21.28 | $20.23 |
| Total Return3 | 0.27% | 0.11% | 5.68% | 1.15% |
| Ratios/Supplemental Data | ||||
| Net Assets, End of Period (Millions) | $320 | $292 | $235 | $159 |
| Ratio of Total Expenses to Average Net Assets | ||||
| Based on Total Expenses4,5 | 0.66%6 | 0.79% | 0.71% | 0.73%7 |
| Net of Dividend and Borrowing Expense on | ||||
| Securities Sold Short | 0.33%6 | 0.35% | 0.36% | 0.36%7 |
| Ratio of Net Investment Income (Loss) to Average | ||||
| Net Assets | 0.93% | 0.75% | 0.50% | 0.09%7 |
| Portfolio Turnover Rate | 131% | 125% | 120% | 25% |
| 1 Inception. | ||||
| 2 Calculated based on average shares outstanding. | ||||
| 3 Total returns do not include account service fees that may have applied in the periods shown. | ||||
| 4 Includes dividend expense on securities sold short of 0.33%, 0.44%, 0.35%, and 0.34%, respectively. | ||||
| 5 Includes borrowing expense on securities sold short of 0.00%, 0.00%, 0.00%, and 0.03%, respectively. | ||||
| 6 The ratio of total expenses to average net assets for the period net of reduction from custody fee offset arrangement was | ||||
| 0.65% and 0.32%, respectively. | ||||
| 7 Annualized. | ||||
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary including shares held in a brokerage account through Vanguard Brokerage Services®, please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. 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 or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
If you are an intermediary who would like to open and maintain an account in the Fund, please note that Vanguard will require your written agreement to provide certain information about fund distributions to your clients on a periodic basis. Intermediaries who establish fund accounts without a written agreement may be prevented from making additional investments in those accounts. If you are an intermediary, please call Vanguard for instructions before you open an account in the Fund.
Account Minimums
To open and maintain an account. $250,000. Institutional clients should contact Vanguard for information on special eligibility rules that may apply to them.
To add to an existing account. Generally $1.
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How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement) or with a deposit slip (available online). For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check with a deposit slip or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard1298).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail with an exchange form. See Exchanging Shares.
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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 NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date 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.
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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 and be accompanied by good order instructions. Vanguard does not accept cash, travelers checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a 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.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a form (available online) to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule
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(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 form, or fill out the appropriate section of your account registration form.
Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund in which you invest. For example, if you redeem $100 via a wire, you will receive the full $100, and the $10 fee will be assessed to your fund account with an additional redemption of fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the amount of the fee. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone
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requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business 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.
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade
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date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see Potentially disruptive redemptions and Emergency circumstances.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
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.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing (using a form available online) at 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.
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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 Personal Advisor Services® and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of 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.)
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* 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.
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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 be provided on a Vanguard form and include:
Signature(s) and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Good order requirements may vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing 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, subject to potential federal or state withholding taxes.
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Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request on a Vanguard form by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms. You may be required to pay a commission on purchases of mutual fund shares made through a financial intermediary.
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
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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.
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE
IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the 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.
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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, or exchange 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. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, and transfers for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Alternative Strategies Fund twice a year, in June and December. 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 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.
49
| 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 | |
50
Vanguard Addresses
Please be sure to use the correct address and the correct form. Use of an incorrect address or form could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | ||||
| P.O. Box 1110 | |||||
| Valley Forge, PA 19482-1110 | |||||
| Regular Mail (Institutions, 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 | ||
| Alternative Strategies Fund | 8/11/2015 | VanAltStrat | 1298 | 921939609 | |
CFA® is a registered trademark owned by CFA Institute.
51
Related Performance
Previously, the advisor managed an account (Related Account) with investment objectives, policies, and strategies that were substantially similar to those of the Fund. The Related Account, however, was not subject to the investment limitations, diversification requirements, and other restrictions of the Investment Company Act of 1940 and the Internal Revenue Code, which, if applicable, may have adversely affected performance results. The Related Account ceased operations on July 31, 2015.
The performance of the Related Account does not represent the past performance of the Fund, and you should not consider the performance of the Related Account as indicative of the future performance of the Fund. The performance of the Fund may be greater than or less than the performance of the Related Account due to, among other things, the number of holdings in and composition of the Funds portfolio, as well as the asset size and cash flow differences between the Fund and the Related Account.
Annual Total Returns of Related Account
The following bar chart and table set forth the performance of the Related Account, calculated net of actual fees and expenses. The bar chart shows how the performance of the Related Account has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Related Account compare with those of relevant market indexes. Keep in mind that the Related Accounts past performance does not indicate how the Fund will perform in the future.
The year-to-date return as of July 31, 2015, was 3.02%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 8.68% (quarter ended March 31, 2012), and the lowest return for a quarter was 3.64% (quarter ended March 31, 2014).
52
| Average Annual Total Returns for Periods Ended July 31, 20151 | |||
| Since | |||
| Inception | |||
| (Sep. 10, | |||
| 1 Year | 5 Years | 2009) | |
| Related Account | 4.69%% | 5.76%% | 5.28%% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| Citigroup 3-Month U.S. Treasury Bill Index (Daily) | 0.02%% | 0.05% | 0.06% |
| Standard & Poor's 500 Index | 11.21 | 16.24 | 15.00 |
| 1 The Related Account was closed as of July 31, 2015. | |||
53
Glossary of Investment Terms
Absolute Return Investing. An investment strategy that seeks capital appreciation over the long term while exhibiting low correlation with the returns of traditional capital markets (e.g., U.S. stock market).
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Borrowing Expense on Securities Sold Short. A fee charged by a funds broker when a fund sells a stock short. This fee is calculated on a daily basis, based upon the market value of the stock sold short and a variable rate that is dependent upon the availability of the stock.
Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Commodities. Bulk goods or raw materials, such as agricultural products, livestock, precious metals, energy products, and industrial metals. Commodities can be purchased for immediate delivery (on the spot) or delivery on a future date under a standardized agreement.
Commodity Futures Contract. A legally binding agreement for the purchase or sale of a specified type and quantity of a commodity during a stated delivery month for a fixed price.
Common Stock. A security representing ownership rights in a corporation.
Correlation. The relationship between two variables, such as the relationship between the prices of stocks and bonds. Investments that are positively correlated have prices that tend to move in the same direction at the same time, while investments that are negatively correlated have prices that tend to move in opposite directions at the same time. Investments with low correlation have prices that tend to move independently of each other.
Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Dividend Expense on Securities Sold Short. The amount of money that a fund is required to pay to a lender of stock that the fund has sold short when a dividend has been declared on the stock.
54
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.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
FTSE 3-Month US T-Bill Index + 4 %. An index that tracks the daily performance of 3-month U.S. treasury bills, plus an annual equivalent rate of 4%.
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.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond rating agencies, or through independent analysis conducted by a funds advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Funds board of trustees and renegotiation with the lender syndicate on an annual basis.
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.
Nominal Return. The total return of an investment without taking into account the expected impact of inflation.
55
Principal. The face value of a debt instrument or the amount of money put into an investment.
Record Date. The date used to determine who is eligible to receive a funds next distribution of dividends or capital gains.
Real Return. The total return of an investment when reduced to take into account the expected impact of inflation.
Short Sale. A transaction in which a fund sells a stock it does not own and then borrows the stock from a lender in order to settle the transaction. A fund will engage in short sales when its advisor believes that the price of the stock will decline or underperform.
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 would like more information about Vanguard Alternative Strategies Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600
Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273
If you are a participant in an employer-sponsored plan:
The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900
Telephone: 800-523-1188; Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
Reports and other information about the Fund are available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected]v.
Funds Investment Company Act file number: 811-02968-99
© 2019 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 1298 022019
| PART B |
| VANGUARD® TRUSTEES EQUITY FUND |
| STATEMENT OF ADDITIONAL INFORMATION |
| February 27, 2019 |
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Funds current prospectus (dated February 27, 2019). 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-4 |
| Investment Strategies, Risks, and Nonfundamental Policies | B-4 |
| Share Price | B-27 |
| Purchase and Redemption of Shares | B-27 |
| Management of the Funds | B-29 |
| Investment Advisory and Other Services | B-43 |
| Portfolio Transactions | B-57 |
| Vanguards Proxy Voting Guidelines | B-58 |
| Financial Statements | B-64 |
| Description of Bond Ratings | B-64 |
| DESCRIPTION OF THE TRUST | |
| Vanguard Trustees Equity Fund (the Trust) currently offers the following funds and share class (identified by ticker symbol): | |
| Investor | |
| Fund1 | Shares |
| Vanguard Diversified Equity Fund | VDEQX |
| Vanguard International Value Fund | VTRIX |
| Vanguard Emerging Markets Select Stock Fund | VMMSX |
| Vanguard Alternative Strategies Fund | VASFX |
| 1 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.
Each Fund offers only one class of shares. Throughout this document, any references to class indicate how a Fund would operate if, in the future, the Fund issued more than one class of shares.
Organization
The Trust was organized as a Maryland corporation in 1979, was reorganized as a Pennsylvania statutory trust in 1984, and then was reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard/Trustees Equity Fund, Inc. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust, other than Vanguard Alternative Strategies Fund, are
B-1
classified as diversified within the meaning of the 1940 Act. Vanguard Alternative Strategies Fund is classified as nondiversified within the meaning of the 1940 Act.
Service Providers
Custodians. JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179 (for the Diversified Equity Fund and International Value Fund) and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 (for the Alternative Strategies Fund and Emerging Markets Select Stock Fund) serve as the Funds custodians. The custodians are responsible for maintaining the Funds assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign subcustodians or foreign securities depositories.
Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds independent registered public accounting firm. The independent registered public accounting firm audits the Funds annual financial statements and provides other related services.
Transfer and Dividend-Paying Agent. The Funds transfer agent and dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.
Characteristics of the Funds Shares
Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or dispose of a 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.
B-2
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. There are no conversion rights associated with the Funds shares.
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 relating to the source of its income and the diversification of its assets. If a Fund fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, and/or disposing of certain assets. If the Fund is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.
Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding Real Estate Investment Trusts (REITs)) and certain foreign corporations generally may be eligible to be reported by the Fund, and treated by individual shareholders, as qualified dividend income taxed at long-term capital gain rates instead of at higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible for such treatment. Capital gains distributed by each Fund are not eligible for treatment as qualified dividend income.
Under recent tax legislation, individuals (and certain other noncorporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Currently, there is not a regulatory mechanism for regulated investment companies to pass through the 20% deduction to shareholders. As a result, in comparison, investors investing directly in REITs or publicly traded partnerships would generally be eligible for the 20% deduction for such taxable income from these investments while investors investing in REITs or publicly traded partnerships indirectly through a Fund would not be eligible for the 20% deduction for their share of such taxable income.
Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding REITs) may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Capital gains distributed by each Fund 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.
B-3
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.
Diversification. Vanguard Diversified Equity Fund will limit the aggregate value of its holdings (other than U.S. government securities, cash, and cash items, as defined under subchapter M of the IRC, and securities of other regulated investment companies), each of which exceeds 5% of the Funds total assets or 10% of the issuers outstanding voting securities, to an aggregate of 50% of the Funds total assets as of the end of each quarter of the taxable year. Additionally, the Fund will limit the aggregate value of holdings of a single issuer (other than U.S. government securities, as defined in the IRC, or the securities of other regulated investment companies) to a maximum of 25% of the Funds total assets as of the end of each quarter of the taxable year.
With respect to 75% of its total assets, Vanguard International Value 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 prevent the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to 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.
B-4
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.
Vanguard Diversified Equity Fund is indirectly exposed to the investment strategies and policies of the underlying Vanguard funds in which it invests and is therefore subject to all risks associated with the investment strategies and policies of the underlying Vanguard funds. The investment strategies and policies and associated risks detailed in this section also include those to which Vanguard Diversified Equity Fund indirectly may be exposed through its investment in the underlying Vanguard funds.
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 (i.e., 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 (at the time of borrowing) 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.
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) in the manner provided below; or otherwise covers the transaction in accordance with applicable SEC or SEC-staff guidance (collectively, covers the transaction). A fund may segregate liquid assets equal in value to the funds daily marked-to-market net obligations (i.e., the funds daily net liability) with respect to derivatives and similar instruments that are required to settle in cash. With respect to derivatives and similar instruments that do not settle in cash, a fund is required to segregate liquid assets equal in value to the full notional amount of the instrument (to the extent not otherwise covered). However, these instruments will be treated as cash settled for asset segregation purposes when a fund has entered into a contractual arrangement with a third party futures commission merchant (FCM) pursuant to which the FCM will close out the contract prior to expiration and, failing that, to assume the funds obligation under the contract. A fund that segregates liquid assets equal in value to only its net obligations under an instrument will have the ability to employ leverage to a greater extent than if the fund were required to segregate liquid assets equal in value to the full notional amount of the instrument. The funds may, from time to time, modify their asset segregation policies without prior notification, consistent with the 1940 Act or other governing statute, the Rules thereunder or any guidance from the SEC or other regulatory agency with authority over the funds (or their respective staffs). 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.
Commodity Futures. Commodities are raw materials used to create the goods that consumers buy. They include a wide range of physical assets, such as agricultural products, livestock, precious metals, energy products, and industrial metals. Commodities can be purchased for immediate delivery (on the spot) or delivered at a specific time in the
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future under the terms of a commodity futures contract. An exchange-traded commodity futures contract is a derivative that provides for the purchase and sale of a specified type and quantity of a commodity during a stated delivery month for a fixed price. A futures contract on an index of commodities provides for the payment and receipt of cash based on the level of the index at settlement or liquidation of the contract. Futures contracts, by their terms, have stated expirations, and at a specified point in time prior to expiration, trading in a futures contract for the current delivery month will cease. As a result, an investor wishing to maintain exposure to a futures contract on a particular commodity with the nearest expiration must close out the position in the expiring contract and establish a new position in the contract for the next delivery month, a process referred to as rolling. The process of rolling a futures contract can be profitable or unprofitable depending in large part on whether the futures price for the next delivery month is less than or more than the price of the expiring contract. If the price for the new futures contract is less than the price of the expiring contract, then the market for the commodity is said to be in backwardation. In these markets, roll returns are positive because the proceeds from the expiring futures contract will be greater than the price of the new contract, resulting in a net gain. Roll returns from a long, passive strategy (such as maintaining exposure to a specific commodity futures contract) will be positive when markets are persistently backwardated. The term contango is used to describe a market in which the price for a new futures contract is more than the price of the expiring contract. In these markets, roll returns are negative because the proceeds from the expiring futures contract will be less than the price of the new contract, resulting in a net loss. Roll returns from a long, passive strategy will be negative when markets are persistently in contango. Finally, if the market is neither backwardated nor in contango, the roll return will be close to zero.
Commodity futures contracts are subject to the risks of derivatives and futures contracts. Commodity-linked structured notes are subject to the risks of commodity futures contracts and the risks of debt securities. Commodity futures trading is volatile, and even a small movement in market prices could cause large losses. Consequently, an investor in commodity futures could lose all, or substantially all, of the investment in such contracts. The prices of commodity futures are subject to change based on various factors, including, but not limited to, the following: the lack of liquidity; global supply and demand for commodities; congestion; disorderly markets; limitations on deliverable supplies; the participation of hedgers and speculators; domestic and foreign interest rates and investors expectations concerning interest rates; domestic and foreign inflation rates and investors expectations concerning inflation rates; investment and trading activities of institutional investors; global or regional political, economic, or financial events and situations; government regulation and intervention; technical and operational or system failures; nuclear accidents; terrorism; riots; and natural disasters. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in futures contract prices that may occur during a single business day. These limits are generally referred to as daily price fluctuation limits, and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a limit price. Once the limit price has been reached in a particular contract, no trades may be made at a different price. It is not certain how long any such price limits may remain in effect. Limit prices may have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices, consequently affecting the value of commodity futures. Although the performance of commodity futures may be largely independent of the general stock and bond markets, there is no assurance that commodity futures will be consistently independent or noncorrelated. An investment in commodity futures could increase rather than reduce overall portfolio losses during periods when commodity futures as well as stocks and bonds decline in value. There is no way of predicting whether commodity futures will lose more or less than stocks and bonds in declining markets.
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.
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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.
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,
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call risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws or an out-of-court restructuring of an issuers capital structure 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 Financial Services LLC (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.
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.
Debt SecuritiesStructured and Indexed Securities. Structured securities (also called structured notes) and indexed securities are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities. The value of the principal of and/or interest on structured and indexed securities is determined by reference to changes in the value of a specific asset, reference rate, or index (the reference) or the relative change in two or more references. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased, depending upon changes in the applicable reference. The terms of the structured and indexed securities may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the
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value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities, which could lead to an overvaluation or an undervaluation of the securities.
Debt SecuritiesU.S. Government Securities. The term U.S. government securities refers to a variety of debt securities that are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or by various instrumentalities that have been established or sponsored by the U.S. government. The term also refers to repurchase agreements collateralized by such securities.
U.S. Treasury securities are backed by the full faith and credit of the U.S. government, meaning that the U.S. government is required to repay the principal in the event of default. Other types of securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government. The U.S. government, however, does not guarantee the market price of any U.S. government securities. In the case of securities not backed by the full faith and credit of the U.S. government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment.
Some of the U.S. government agencies that issue or guarantee securities include the Government National Mortgage Association, the Export-Import Bank of the United States, the Federal Housing Administration, the Maritime Administration, the Small Business Administration, and the Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, the Federal Deposit Insurance Corporation, the Federal Home Loan Banks, and the Federal National Mortgage Association.
Debt SecuritiesVariable and Floating Rate Securities. Variable and floating rate securities are debt securities that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuers credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction-rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities. The greater liquidity risk may exist, for example, because of the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuers declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value, and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or the date of maturity. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.
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
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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 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.
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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 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). 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.
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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.
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 a transaction. Securities of foreign issuers are generally more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected through structures that may be complex or confusing. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries. Additionally, economic or other sanctions imposed on the United States by a foreign country, or imposed on a foreign country or issuer by the United States, could impair a 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 from converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulations, currency devaluations, and political and economic developments.
Foreign SecuritiesChina A-shares Risk. China A-shares (A-shares) are shares of mainland Chinese companies that are traded locally on the Shanghai and Shenzhen stock exchanges. In order to invest in A-shares, a foreign investor must have access to an investment quota through a Qualified Foreign Institutional Investor (QFII) or a Renminbi QFII (RQFII) license holder. A-shares are also available through the China Stock Connect program, subject to separate quota limitations. The developing state of the investment and banking systems of the Peoples Republic of China (China, or the PRC) subjects the settlement, clearing, and registration of securities transactions to heightened risks. Additionally, there are foreign ownership limitations that may result in limitations on investment or the return of profits if a fund purchases
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and sells shares of an issuer in which it owns 5% or more of the shares issued within a six-month period. It is unclear if the 5% ownership will be determined by aggregating the holdings of a fund with affiliated funds.
Due to these restrictions, it is possible that the A-shares quota available to a fund as a foreign investor may not be sufficient to meet the funds investment needs. In this situation, a fund may seek an alternative method of economic exposure, such as by purchasing other classes of securities or depositary receipts or by utilizing derivatives. Any of these options could increase a funds index sampling risk (for index funds) or investment cost. Additionally, investing in A-shares generally increases emerging markets risk due in part to government and issuer market controls and the developing settlement and legal systems.
Investing in China A-shares through Stock Connect. The China Stock Connect program (Stock Connect) is a mutual market access program designed to, among other things, enable foreign investment in the PRC via brokers in Hong Kong. A QFII/RQFII license is not required to trade via Stock Connect. There are significant risks inherent in investing in A-shares through Stock Connect. Specifically, trading can be affected by a number of issues. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if one or both markets are closed on a U.S. trading day, a fund may not be able to dispose of its shares in a timely manner, which could adversely affect the funds performance. Trading through Stock Connect may require pre-delivery or pre-validation of cash or securities to or by a broker. If the cash or securities are not in the brokers possession before the market opens on the day of selling, the sell order will be rejected. This requirement may limit a funds ability to dispose of its A-shares purchased through Stock Connect in a timely manner.
Additionally, Stock Connect is subject to daily quota limitations on purchases into the PRC. Once the daily quota is reached, orders to purchase additional A-shares through Stock Connect will be rejected. In addition, a funds purchase of A-shares through Stock Connect may only be subsequently sold through Stock Connect and is not otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the funds shares will be registered in its custodians name on the Hong Kong Central Clearing and Settlement System. This may limit an advisors ability to effectively manage a funds holdings, including the potential enforcement of equity owner rights.
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; differences in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers; difficulty in obtaining and/or enforcing a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a 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 and currency exchange transactions generally 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 may enter into foreign currency transactions to attempt to hedge the currency risk associated with investing in foreign securities.
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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.
Vanguard Alternative Strategies Fund may enter into foreign currency transactions for non-hedging purposes. The Fund may purchase and sell currencies of various countries. If positions the Fund holds long decline in value and/or positions the Fund holds short increase in value, then the Fund could incur a loss. Currency prices can be highly volatile and trading currencies for non-hedging purposes is generally considered speculative and involves a high risk of a substantial loss of invested capital due to, among other things, the leverage and volatility involved with currency exchange transactions.
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.
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.
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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.
Foreign SecuritiesRussian Market Risk. There are significant risks inherent in investing in Russian securities. The underdeveloped state of Russias banking system subjects the settlement, clearing, and registration of securities transactions to significant risks. In March of 2013, the National Settlement Depository (NSD) began acting as a central depository for the majority of Russian equity securities; the NSD is now recognized as the Central Securities Depository in Russia.
For Russian issuers with fewer than 50 shareholders, ownership records are maintained only by registrars who are under contract with the issuers and are currently not settled with the NSD. Although a Russian subcustodian will maintain copies of the registrars records (Share Extracts) on its premises, such Share Extracts are not recorded with the NSD and may not be legally sufficient to establish ownership of securities. The registrars may not be independent from the issuer, are not necessarily subject to effective state supervision, and may not be licensed with any governmental entity. A fund will endeavor to ensure by itself or through a custodian or other agent that the funds interest continues to be appropriately recorded for Russian issuers with fewer than 50 shareholders by inspecting the share register and by obtaining extracts of share registers through regular confirmations. However, these extracts have no legal enforceability, and the possibility exists that a subsequent illegal amendment or other fraudulent act may deprive the fund of its ownership rights or may improperly dilute its interest. In addition, although applicable Russian regulations impose liability on registrars for losses resulting from their errors, a fund may find it difficult to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.
Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be long the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be short the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are offset before the settlement date through the establishment of an opposite and equal futures position.
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
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300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing. 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.
Each Fund (other than Vanguard Alternative Strategies 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 Funds under the CEA. Vanguard is registered as a CPO and is subject to regulation as a CPO in respect to Vanguard Alternative Strategies Fund.
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
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subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment. U.S. Treasury futures are generally not subject to such daily limits.
A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the 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. This policy does not prevent Vanguard Alternative Strategies Fund from having an ownership interest in a wholly owned subsidiary.
Loan Interests and Direct Debt Instruments. Loan interests and direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations); to suppliers of goods or services (in the case of trade claims or other receivables); or to other parties. These investments involve a risk of loss in case of the default, the insolvency, or the bankruptcy of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a purchaser supply additional cash to a borrower on demand.
Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. Direct debt instruments may not be rated by a rating agency. If scheduled interest or principal payments are not made, or are not made in a timely manner, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than unsecured loans in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrowers obligation or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or they may pay only a small fraction of the amount owed. Direct indebtedness of developing countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.
Corporate loans and other forms of direct corporate indebtedness in which a fund may invest generally are made to finance internal growth, mergers, acquisitions, stock repurchases, refinancing of existing debt, leveraged buyouts, and other corporate activities. A significant portion of the corporate indebtedness purchased by a fund may represent interests in loans or debt made to finance highly leveraged corporate acquisitions (known as leveraged buyout transactions), leveraged recapitalization loans, and other types of acquisition financing. Another portion may also represent loans incurred in restructuring or work-out scenarios, including super-priority debtor-in-possession facilities
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in bankruptcy and acquisition of assets out of bankruptcy. Loans in restructuring or work-out scenarios may be especially vulnerable to the inherent uncertainties in restructuring processes. In addition, the highly leveraged capital structure of the borrowers in any such transactions, whether in acquisition financing or restructuring, may make such loans especially vulnerable to adverse or unusual economic or market conditions.
Loans and other forms of direct indebtedness generally are subject to restrictions on transfer, and only limited opportunities may exist to sell them in secondary markets. As a result, a fund may be unable to sell loans and other forms of direct indebtedness at a time when it may otherwise be desirable to do so or may be able to sell them only at a price that is less than their fair value.
Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a premium, the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty, whereas for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.
The buyer (or holder) of an option is said to be long the option, while the seller (or writer) of an option is said to be short the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying 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
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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 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
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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, for funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the 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 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
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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 investments that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market 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 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.
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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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund, which are low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the 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 a fund will comply with all other applicable regulatory requirements, including the requirement to redeliver the securities within the standard settlement time applicable to the relevant trading market. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment 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.
Short Sales. In a short sale of securities, a fund sells a security that it does not own, making delivery with securities borrowed from a broker. The fund is then obligated to replace the borrowed security by purchasing it at the market price at the time of replacement. This price may or may not be less than the price at which the security was sold by the fund. Until the security is replaced, the fund is required to pay the lender any interest or dividends that accrue during the period of the loan. In order to borrow the security, the fund may also have to pay a fee, which would increase the cost of the security sold. Generally speaking, the proceeds of the short sale will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. A fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security. A fund will realize a gain if the security declines in price between those two dates. The amount of any gain will be decreased and the amount of any loss will be increased by any fees, dividends, or interest the fund may be required to pay in connection with the short sale. Thus, a fund may incur a loss even if the security declines in price if such expenses are greater than the realized gain. A short sale theoretically creates the risk of an unlimited loss, as the price of the underlying securities could increase without limit, thus increasing the cost of buying those securities to cover the short position. There can be no assurance that the security needed to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further (i.e, by increasing the demand for such security), thereby exacerbating the loss.
A fund may also engage in short sales if, at the time of the short sale, the fund owns or has the right to obtain without additional cost an equal amount of the security being sold short. This investment technique is known as a short sale
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against the box. For example, a fund may make a short sale against the box as a hedge because the advisor believes that the price of a security may decline, causing a decline in the value of a security owned by the fund (or a security convertible or exchangeable for such security), or when the fund wants to sell the security at an attractive current price.
In such a case, any future losses in the funds long position should be offset by a gain in the short position and, conversely, any gain in the long position should be reduced by a loss in the short position. The extent to which such gains or losses are reduced will depend upon the amount of the security sold short relative to the amount the fund owns. If a fund sells securities short against the box, it may protect unrealized gains, but it will lose the opportunity to profit on such securities if the price rises. The successful use of short selling as a hedging strategy may be adversely affected by imperfect correlation between movements in the price of the security sold short and the security being hedged.
Subsidiary Investments. Vanguard Alternative Strategies Fund may invest in a wholly owned subsidiary organized under the laws of the Cayman Islands. The Fund is the sole beneficial owner of the subsidiary, and the Funds investment in the subsidiary will generally not exceed 25% of the Funds total assets.
The Alternative Strategies Fund intends to invest in the subsidiary primarily to obtain exposure to the commodity markets in compliance with the IRC. The subsidiary seeks to achieve its investment objective by investing in commodity-linked investments, including commodity futures and swaps. The subsidiary may also invest in fixed income securities, including cash instruments or other short-term investments, such as U.S. Treasury and U.S. government agency securities, certificates of deposit, money market instruments, and short-term fixed and floating-rate bonds for the purpose of providing margin or collateral for its commodity-linked derivative investments, providing liquidity in the portfolio, and earning interest. By investing in the wholly owned subsidiary, the Fund is indirectly exposed to all of the risks to which the subsidiary is exposed.
The subsidiary is not a registered investment company and, accordingly, is not subject to the 1940 Act. Therefore, the Funds investment in the subsidiary has none of the protections provided to investors in funds registered under the federal securities laws of the United States. In addition, if the laws of the United States or the Cayman Islands change, there is no guarantee that the subsidiary can continue to operate or that the Fund would be permitted to invest in the subsidiary. See Tax MattersFederal Tax Treatment of Commodity-Linked Investments and Subsidiary Investments for information about special tax considerations and risks applicable to the Funds investment in its subsidiary.
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 authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this Statement of Additional Information. In some cases, a funds tax position may be uncertain under current tax law and an adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and its shareholders, including the funds ability to continue to qualify as a regulated investment company or to continue to pursue its current investment strategy. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.
Tax MattersFederal Tax Treatment of Commodity-Linked Investments and Subsidiary Investments. Vanguard Alternative Strategies Fund may invest a portion of its assets in investments that create exposure to the commodity markets. The Fund may invest directly in commodity-linked investments that provide this exposure or indirectly in such investments through a wholly owned subsidiary that is organized under the laws of the Cayman Islands. The Funds ability to make direct and indirect investments in certain commodity-related investments, including its subsidiary, is limited by the Funds intention to qualify as a regulated investment company under the IRC. The subsidiary will be operated in a manner that is intended to enable the Fund to comply with these IRC requirements applicable to regulated investment companies.
In particular, in order for a fund to continue to qualify for federal income tax treatment as a regulated investment company, at least 90% of its gross income for a taxable year must be derived from qualifying incomei.e., dividends, interest, income derived from securities loans, gains from the sale of securities or foreign currencies, or other income derived with respect to the funds business of investing in securities or currencies. Income and gains from certain commodity-linked investments do not constitute qualifying income to a regulated investment company for purposes of this qualifying income test, and the tax treatment of other commodity-linked investments is uncertain, in particular with respect to whether the income or gains from such investments constitute qualifying income. The Fund generally intends
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to gain direct or indirect exposure to the commodity markets through investments that generate qualifying income by investing directly in commodity-linked investments that the Fund believes give rise to qualifying income or by investing indirectly in commodity-linked investments through the subsidiary. If the Fund, however, were to treat income or gain from a particular investment as qualifying income and the income or gain were later determined not to constitute qualifying income and, when aggregated with any other nonqualifying income, caused the Funds nonqualifying income to exceed 10% of its gross income in any taxable year, the Fund would fail to qualify as a regulated investment company unless it were eligible to, and did, pay a tax at the fund-level.
Under current law, the IRC generally treats a funds income derived from its investment in a wholly owned subsidiary as qualifying income, provided that the subsidiary annually distributes its earnings and profits to the fund. There is no assurance that the applicable provisions of the IRC will remain in effect; these provisions (and interpretations thereof) are subject to change, potentially with retroactive effect. The Fund could be required to restructure or liquidate its investment in its subsidiary accordingly. In the case of such liquidation, there is no guarantee that the Fund would be able to reinvest such investments in securities with comparable returns.
In addition, in order to qualify as a regulated investment company, the Fund generally cannot invest more than 25% of its assets in its subsidiary.
The subsidiary will be classified as a controlled foreign corporation for U.S. tax purposes and, because it is not expected to be deemed to carry on a U.S. trade or business, generally should not be subject to U.S. tax, although no assurance is given in that regard. However, the Fund will be required to include in its income annually amounts earned by the subsidiary during that year. Gains from the sales of investments by the subsidiary will not be eligible for capital gain treatment, but instead will be treated as ordinary income when included in the Funds income. Net losses incurred by the subsidiary during a tax year do not flow through to the Fund and thus will not be available to offset income or capital gain generated from the Funds other investments. In addition, net losses incurred by the subsidiary during a tax year generally cannot be carried forward by the subsidiary to offset gains realized by it in subsequent taxable years.
The subsidiary is not expected to owe income tax in its jurisdiction of organization, the Cayman Islands. Changes in the tax laws, or interpretations of existing laws, of the United States or the Cayman Islands could adversely affect the subsidiary and the Funds investment in the subsidiary.
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.
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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.
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 a 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 operating losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See Tax MattersTax-Exempt Investors.
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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. Certain properly reported distributions of qualifying interest income or short-term capital gain made by a fund to its non-U.S. investors are exempt from U.S. withholding taxes, provided the investors furnish valid tax documentation (i.e., IRS Form W-8) certifying as to their non-U.S. status.
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. Please consult your tax advisor for more information about these rules.
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,
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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.
Regulatory restrictions in India. Shares of Vanguard Emerging Markets Select Stock Fund and Vanguard International Value Fund have not been, and will not be, registered under the laws of India and are not intended to benefit from any laws in India promulgated for the protection of shareholders. As a result of regulatory requirements in India, shares of the Funds shall not be knowingly offered to (directly or indirectly) or sold or delivered to (within India); transferred to or purchased by; or held by, for, on the account of, or for the benefit of (1) a person resident in India (as defined under applicable Indian law), (2) an overseas corporate body or a person of Indian origin (as defined under applicable Indian law), or (3) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Investors, prior to purchasing shares of the Funds, must satisfy themselves regarding compliance with these requirements.
SHARE PRICE
Each Funds share price, called its net asset value, or NAV, 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, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a 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 underlying Vanguard funds in which the Diversified Equity Fund invests also do not calculate their NAV on days when the Exchange is closed, but the value of their assets may also be affected to the extent that they hold 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.
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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 and in accordance with procedures adopted by the Funds board of trustees. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
The Funds do not charge redemption fees. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the Fund.
Vanguard processes purchase and redemption requests through a pooled account. Pending investment direction or distribution of redemption proceeds, the assets in the pooled account are invested and any earnings (the float) are allocated proportionately among the Vanguard funds in order to offset fund expenses. Other than the float, Vanguard treats assets held in the pooled account as the assets of each shareholder making such purchase or redemption request.
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the 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.
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MANAGEMENT OF THE FUNDS
Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each Vanguard fund is a series of a Delaware statutory trust. The funds obtain virtually all of their corporate management, administrative, and distribution services through the trusts jointly owned subsidiary, Vanguard. Vanguard also provides investment advisory services to certain Vanguard funds. All of these services are provided at Vanguards total cost of operations pursuant to the Fifth Amended and Restated Funds Service Agreement (the Agreement).
Vanguard was established and operates under the Agreement. Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. 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 International Value Fund, Vanguard Emerging Markets Select Stock Fund, and Vanguard Alternative Strategies Fund Only. Vanguard provides corporate management, administrative, and distribution services at cost. Each fund (other than a fund of funds) 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 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 October 31, 2018, each Fund had contributed capital to Vanguard as follows:
| Capital | Percentage of | Percent of | |
| Contribution | Funds | Vanguards | |
| Vanguard Fund | to Vanguard | Average Net Assets | Capitalization |
| International Value Fund | $520,000 | 0.01% | 0.21% |
| Emerging Markets Select Stock Fund | 32,000 | 0.01 | 0.01 |
| Alternative Strategies Fund | 18,000 | 0.01 | 0.01 |
Under a separate agreement, Vanguard provides corporate management, administrative, and investment advisory services to a wholly owned subsidiary of the Alternative Strategies Fund for an annual fee of 0.40% of average net assets of the subsidiary. In addition, the subsidiary pays an unaffiliated third party, VGMF I (Cayman) Limited, an affiliate of Maples Trustee Services (Cayman) Limited, a fee plus reasonable additional expenses for trustee services. For the fiscal year ended October 31, 2018, the subsidiary paid Vanguard $70,538.
Vanguard Diversified Equity Fund Only. The Agreement provides that the Fund will not contribute to Vanguards capitalization or pay for corporate management, administrative, and distribution services provided by Vanguard. However, the Fund will bear its own direct expenses, such as legal, auditing, and custodial fees. In addition, the Agreement further provides that the Funds expenses will be offset, in whole or in part, by a reimbursement from Vanguard for (1) the Funds contributions to the cost of operating the underlying Vanguard funds in which the Fund invests and (2) certain savings in administrative and marketing costs that Vanguard expects to derive from the Funds operations. The Fund expects that the reimbursements should be sufficient to offset most or all of the direct expenses incurred by the Fund. Therefore, the Fund is expected to operate at a very lowor zerodirect expense ratio. Of course, there is no guarantee that this will always be the case.
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Although the Fund is not expected to incur any net expenses directly, the Funds shareholders indirectly bear the expenses of the underlying Vanguard funds. As of October 31, 2018, the Acquired Fund Fees and Expenses of the Fund were 0.36%.
Management. Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each 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
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cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMC’s arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguard’s logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMC’s marketing and distribution activities are primarily intended to result in the sale of the funds’ shares, and, as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service provider’s (or its representatives’) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by Vanguard International Value Fund, Vanguard Emerging Markets Select Stock Fund, and Vanguard Alternative Strategies Fund. Amounts captioned “Management and Administrative Expenses” include a Fund’s allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned “Marketing and Distribution Expenses” include a Fund’s allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
As is the case with all mutual funds, transaction costs incurred by Vanguard International Value Fund, Vanguard Emerging Markets Select Stock Fund, and Vanguard Alternative Strategies Fund 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 October 31, 2016, 2017, and 2018, and are presented as a percentage of each Fund’s average month-end net assets.
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Fund Assets) | |||
| Vanguard Fund | 2016 | 2017 | 2018 |
| International Value Fund | |||
| Management and Administrative Expenses | 0.20% | 0.20% | 0.20% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.01 |
| Emerging Markets Select Stock Fund | |||
| Management and Administrative Expenses | 0.22% | 0.25% | 0.28% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Alternative Strategies Fund | |||
| Management and Administrative Expenses | 0.26% | 0.28% | 0.26% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 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 F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. 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 | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustee1 | ||||
| Mortimer J. Buckley | Chairman of the | January 2018 | Chairman of the board (January 2019present) of | 212 |
| (1969) | Board, Chief | Vanguard and of each of the investment companies | ||
| Executive Officer, | served by Vanguard; chief executive officer (2018 | |||
| and President | present) of Vanguard; chief executive officer, | |||
| president, and trustee (2018present) of each of the | ||||
| investment companies served by Vanguard; president | ||||
| and director (2017present) of Vanguard; and president | ||||
| (2018present) of Vanguard Marketing Corporation. | ||||
| Chief investment officer (20132017), managing | ||||
| director (20022017), head of the Retail Investor Group | ||||
| (20062012), and chief information officer (20012006) | ||||
| of Vanguard. Chairman of the board (20112017) and | ||||
| trustee (20092017) of the Childrens Hospital of | ||||
| Philadelphia; trustee (2018present) of The Shipley | ||||
| School. | ||||
| 1 Mr. Buckley is considered an interested person as defined in the 1940 Act because he is an officer of the Trust. | ||||
| Independent Trustees | ||||
| Emerson U. Fullwood | Trustee | January 2008 | Executive chief staff and marketing officer for North | 212 |
| (1948) | America and corporate vice president (retired 2008) of | |||
| Xerox Corporation (document management products | ||||
| and services). Former president of the Worldwide | ||||
| Channels Group, Latin America, and Worldwide | ||||
| Customer Service and executive chief staff officer of | ||||
| Developing Markets of Xerox. Executive in residence | ||||
| and 20092010 Distinguished Minett Professor at the | ||||
| Rochester Institute of Technology. Director of SPX | ||||
| FLOW, Inc. (multi-industry manufacturing). Director of | ||||
| the University of Rochester Medical Center, the | ||||
| Monroe Community College Foundation, the United | ||||
| Way of Rochester, North Carolina A&T University, and | ||||
| Roberts Wesleyan College. Trustee of the University of | ||||
| Rochester. | ||||
| Amy Gutmann | Trustee | June 2006 | President (2004present) of the University of | 212 |
| (1949) | Pennsylvania. Christopher H. Browne Distinguished | |||
| Professor of Political Science, School of Arts and | ||||
| Sciences, and professor of communication, | ||||
| Annenberg School for Communication, with secondary | ||||
| faculty appointments in the Department of Philosophy, | ||||
| School of Arts and Sciences, and at the Graduate | ||||
| School of Education, University of Pennsylvania. | ||||
| Trustee of the National Constitution Center. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | President and chief operating officer (retired 2009) and | 212 |
| (1949) | vice chairman of the board (20082009) of Cummins | |||
| Inc. (industrial machinery). Chairman of the board of | ||||
| Hillenbrand, Inc. (specialized consumer services) and | ||||
| the Lumina Foundation. Director of the V Foundation | ||||
| and Oxfam America. Member of the advisory council | ||||
| for the College of Arts and Letters and chair of the | ||||
| advisory board to the Kellogg Institute for International | ||||
| Studies, both at the University of Notre Dame. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Mark Loughridge | Lead Independent | March 2012 | Senior vice president and chief financial officer (retired | 212 |
| (1953) | Trustee | 2013) of IBM (information technology services). | ||
| Fiduciary member of IBMs Retirement Plan | ||||
| Committee (20042013), senior vice president and | ||||
| general manager (20022004) of IBM Global | ||||
| Financing, vice president and controller (19982002) of | ||||
| IBM, and a variety of other prior management roles at | ||||
| IBM. Member of the Council on Chicago Booth. | ||||
| Scott C. Malpass | Trustee | March 2012 | Chief investment officer (1989present) and vice | 212 |
| (1962) | president (1996present) of the University of Notre | |||
| Dame. Assistant professor of finance at the Mendoza | ||||
| College of Business, University of Notre Dame, and | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Chairman of the board of TIFF Advisory | ||||
| Services, Inc. Member of the board of Catholic | ||||
| Investment Services, Inc. (investment advisors), the | ||||
| board of advisors for Spruceview Capital Partners, and | ||||
| the board of superintendence of the Institute for the | ||||
| Works of Religion. | ||||
| Deanna Mulligan | Trustee | January 2018 | President (2010present) and chief executive officer | 212 |
| (1963) | (2011present) of The Guardian Life Insurance | |||
| Company of America. Chief operating officer (2010 | ||||
| 2011) and executive vice president (20082010) of | ||||
| Individual Life and Disability of The Guardian Life | ||||
| Insurance Company of America. Member of the board | ||||
| of The Guardian Life Insurance Company of America, | ||||
| the American Council of Life Insurers, the Partnership | ||||
| for New York City (business leadership), and the | ||||
| Committee Encouraging Corporate Philanthropy. | ||||
| Trustee of the Economic Club of New York and the | ||||
| Bruce Museum (arts and science). Member of the | ||||
| Advisory Council for the Stanford Graduate School of | ||||
| Business. | ||||
| André F. Perold | Trustee | December 2004 | George Gund Professor of Finance and Banking, | 212 |
| (1952) | Emeritus at the Harvard Business School (retired | |||
| 2011). Chief investment officer and co-managing | ||||
| partner of HighVista Strategies LLC (private | ||||
| investment firm). Board of Advisors and investment | ||||
| committee member of the Museum of Fine Arts | ||||
| Boston. Board member (2018present) of RIT Capital | ||||
| Partners (investment firm); investment committee | ||||
| member of Partners Health Care System. | ||||
| Sarah Bloom Raskin | Trustee | January 2018 | Deputy secretary (20142017) of the United States | 212 |
| (1961) | Department of the Treasury. Governor (20102014) of | |||
| the Federal Reserve Board. Commissioner (2007 | ||||
| 2010) of financial regulation for the State of Maryland. | ||||
| Member of the board of directors (20122014) of | ||||
| Neighborhood Reinvestment Corporation. Director | ||||
| (2017present) of i(x) Investments, LLC; director | ||||
| (2017present) of Reserve Trust. Rubinstein Fellow | ||||
| (2017present) of Duke University; trustee (2017 | ||||
| present) of Amherst College. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Peter F. Volanakis | Trustee | July 2009 | President and chief operating officer (retired 2010) of | 212 |
| (1955) | Corning Incorporated (communications equipment) | |||
| and director of Corning Incorporated (20002010) and | ||||
| Dow Corning (20012010). Director (2012) of SPX | ||||
| Corporation (multi-industry manufacturing). Overseer | ||||
| of the Amos Tuck School of Business Administration, | ||||
| Dartmouth College (20012013). Chairman of the | ||||
| board of trustees of Colby-Sawyer College. Member of | ||||
| the Board of Hypertherm Inc. (industrial cutting | ||||
| systems, software, and consumables). | ||||
| Executive Officers | ||||
| Glenn Booraem | Investment | February 2001 | Principal of Vanguard. Investment stewardship officer | 212 |
| (1967) | Stewardship | (2017present), treasurer (20152017), controller | ||
| Officer | (20102015), and assistant controller (20012010) of | |||
| each of the investment companies served by | ||||
| Vanguard. | ||||
| Christine M. Buchanan | Treasurer | November 2017 | Principal of Vanguard and global head of Fund | 212 |
| (1970) | Administration at Vanguard. Treasurer (2017present) | |||
| of each of the investment companies served by | ||||
| Vanguard. Partner (20052017) at KPMG LLP (audit, | ||||
| tax, and advisory services). | ||||
| Brian Dvorak | Chief Compliance | June 2017 | Principal of Vanguard. Chief compliance officer (2017 | 212 |
| (1973) | Officer | present) of Vanguard and of each of the investment | ||
| companies served by Vanguard. Assistant vice | ||||
| president (2017present) of Vanguard Marketing | ||||
| Corporation. Vice president and director of Enterprise | ||||
| Risk Management (20112013) at Oppenheimer Funds, | ||||
| Inc. | ||||
| Thomas J. Higgins | Chief Financial | July 1998 | Principal of Vanguard. Chief financial officer (2008 | 212 |
| (1957) | Officer | present) and treasurer (19982008) of each of the | ||
| investment companies served by Vanguard. | ||||
| Peter Mahoney | Controller | May 2015 | Principal of Vanguard. Controller (2015present) of | 212 |
| (1974) | each of the investment companies served by | |||
| Vanguard. Head of International Fund Services (2008 | ||||
| 2014) at Vanguard. | ||||
| Anne E. Robinson | Secretary | September 2016 | General counsel (2016present) of Vanguard. | 212 |
| (1970) | Secretary (2016present) of Vanguard and of each of | |||
| the investment companies served by Vanguard. | ||||
| Managing director (2016present) of Vanguard. | ||||
| Director and senior vice president (20162018) of | ||||
| Vanguard Marketing Corporation. Managing director | ||||
| and general counsel of Global Cards and Consumer | ||||
| Services (20142016) at Citigroup. Counsel (2003 | ||||
| 2014) at American Express. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Michael Rollings | Finance Director | February 2017 | Finance director (2017present) and treasurer (2017) of | 212 |
| (1963) | each of the investment companies served by | |||
| Vanguard. Managing director (2016present) of | ||||
| Vanguard. Chief financial officer (2016present) of | ||||
| Vanguard. Director (2016present) of Vanguard | ||||
| Marketing Corporation. Executive vice president and | ||||
| chief financial officer (20062016) of MassMutual | ||||
| Financial Group. |
All but one of the trustees are independent. The independent trustees designate a lead independent trustee. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the sole interested trustee.
The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive officer currently are held by the same person; as a result, the chairman of the board is an interested trustee. The independent trustees generally believe that the Vanguard funds chief executive officer is best qualified to serve as chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day leadership.
Board Committees: The Trusts board has the following committees:
- Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds fiscal year ended October 31, 2018.
- Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Funds fiscal year ended October 31, 2018.
- Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the 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 October 31, 2018.
- Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held five meetings during the Funds fiscal year ended October 31, 2018.
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees compensation. Vanguard funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds. The trustees and officers of Vanguard Diversified Equity Fund will receive no remuneration directly from the funds. However, the Funds underlying funds pay their proportionate share of the trustees compensation and the officers salaries and benefits.
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Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
n The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
n The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
n Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustee’s separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees’ former retirement plan. Each eligible trustee’s separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.
“Interested” Trustee. Mr. Buckley serves as trustee, but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.
Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by Vanguard International Value Fund, Vanguard Emerging Markets Select Stock Fund, and Vanguard Alternative Strategies Fund for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
| VANGUARD INTERNATIONAL VALUE FUND, |
| VANGUARD EMERGING MARKETS SELECT STOCK FUND, AND |
| VANGUARD ALTERNATIVE STRATEGIES FUND |
| 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, 20192 | to Trustees3 |
| F. William McNabb III4 | — | — | — | — |
| Mortimer J. Buckley5 | — | — | — | — |
| Emerson U. Fullwood | $1,695 | — | — | $287,500 |
| Rajiv L. Gupta6 | 259 | — | — | — |
| Amy Gutmann | 1,695 | — | — | 287,500 |
| JoAnn Heffernan Heisen4 | 1,813 | $32 | $ 8,678 | 307,500 |
| F. Joseph Loughrey | 1,813 | — | — | 307,500 |
| Mark Loughridge | 2,105 | — | — | 357,500 |
| Scott C. Malpass | 1,695 | — | — | 280,530 |
| Deanna Mulligan5 | 1,412 | — | — | 287,500 |
| André F. Perold | 1,695 | — | — | 287,500 |
| Sarah Bloom Raskin5 | 1,511 | — | — | 307,500 |
| Peter F. Volanakis | 1,813 | — | — | 307,500 |
| 1 The amounts shown in this column are based on the Trust’s fiscal year ended October 31, 2018. Each Fund within the Trust is responsible for | ||||
| a proportionate share of these amounts. | ||||
| 2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for | ||||
| the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s | ||||
| retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after | ||||
| January 1, 2001, are not eligible to participate in the retirement benefit plan. | ||||
| 3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 212 Vanguard | ||||
| funds for the 2018 calendar year. | ||||
| 4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018. | ||||
| 5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018. | ||||
| 6 Mr. Gupta retired from service effective December 31, 2017. | ||||
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Ownership of Fund Shares
All current trustees allocate their investments among the various Vanguard funds based on their own investment needs. The following table shows each trustees ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2018.
| Dollar Range | Aggregate Dollar Range | ||
| of Fund Shares | of Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Diversified Equity Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | Over $100,000 | Over $100,000 | |
| International Value Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
| Emerging Markets Select Stock Fund | Mortimer J. Buckley | Over $100,000 | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
| Alternative Strategies Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
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As of January 31, 2019, the trustees and officers of the funds owned, in the aggregate, less than 1% of each funds outstanding shares.
As of January 31, 2019, the following owned of record 5% or more of each funds outstanding shares:
Vanguard International Value FundInvestor Shares: Vanguard STAR Fund, Valley Forge, PA (20.63%); Vanguard Emerging Markets Select Stock FundInvestor Shares: Charles Schwab and Company Inc, San Francisco, CA (12.59%); Vanguard Alternative Strategies FundInvestor Shares: Vanguard Managed Payout Fund, Valley Forge, PA (72.88%), The Jackson Laboratory, Bar Harbor, ME (6.94%); Vanguard Diversified Equity FundInvestor Shares: Fidelity Investments, Covington, KY (9.25%).
A shareholder who owns more than 25% of a Funds voting shares may be considered a controlling person. As of January 31, 2019, Vanguard Managed Payout Fund (a series of Vanguard Valley Forge Funds, which is organized as a Delaware statutory trust) owned 72.88% of the voting shares of the Alternative Strategies Fund. The Managed Payout Fund must echo vote these shares in proportionately the same manner as shares voted by the Alternative Strategies Funds other shareholders
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 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
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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. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the 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 discloses Vanguard fund complete portfolio holdings to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology
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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, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Currently, Vanguard discloses Vanguard fund complete portfolio holdings to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each 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
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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 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 email, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, 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
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eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY AND OTHER SERVICES
The Trust currently uses eight investment advisors:
- ARGA Investment Management, LP (ARGA) provides investment advisory services for a portion of Vanguard International Value Fund.
- Ballie Gifford Overseas Ltd. (Baillie Gifford) provides investment advisory services for a portion of Vanguard Emerging Markets Select Stock Fund.
- Edinburgh Partners Limited (Edinburgh Partners) provides investment advisory services for a portion of Vanguard International Value Fund.
- Lazard Asset Management LLC (Lazard) provides investment advisory services for a portion of Vanguard International Value Fund.
- Oaktree Capital Management, L.P. (Oaktree) provides investment advisory services for a portion of Vanguard Emerging Markets Select Stock Fund.
- Pzena Investment Management, LLC (Pzena) provides investment advisory services for a portion of Vanguard Emerging Markets Select Stock Fund.
- Wellington Management Company LLP (Wellington Management) provides investment advisory services for a portion of Vanguard Emerging Markets Select Stock Fund.
- Vanguard provides investment advisory services to Vanguard Diversified Equity Fund and to Vanguard Alternative Strategies Fund.
- M&G Investment Management Limited provided investment advisory services for a portion of Vanguard Emerging Markets Select Stock Fund from June 2011 until July 2018.
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 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, the 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 October 31, 2018.
A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the 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 Department and the officers and trustees of the fund. Vanguards Portfolio Review Department 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 recommendations to hire, terminate, or replace an advisor.
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I. Vanguard Diversified Equity Fund and Vanguard Alternative Strategies Fund
Vanguard, through its Equity Index Group, provides investment advisory services to Vanguard Diversified Equity Fund. The Diversified Equity Fund is a fund of funds that invests in other Vanguard mutual funds (underlying funds). The Diversified Equity Fund benefits from the investment advisory services provided to the underlying funds and, as a shareholder of those funds, indirectly bears a proportionate share of those funds advisory fees and expenses. For more information about the investment advisory services provided to the underlying funds, please refer to each funds Statement of Additional Information.
Vanguard, through its Quantitative Equity Group, provides investment advisory services to Vanguard Alternative Strategies Fund. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing these services. Vanguard Alternative Strategies Fund began operations on August 11, 2015. During the fiscal years ended October 31, 2016, 2017, and 2018, the Fund incurred investment advisory expenses of approximately $288,000, $346,000, and $244,000, respectively.
1. Other Accounts Managed
William Coleman and Walter Nejman co-manage Vanguard Diversified Equity Fund; as of October 31, 2018, the Fund held assets of $1.7 billion. As of October 31, 2018, Mr. Coleman and Mr. Nejman also co-managed 33 other registered investment companies with total assets of $474 billion (none of which had advisory fees based on account performance). As of October 31, 2018, Mr. Coleman also managed 1 other pooled investment vehicle with total assets of $6.9 billion and 1 other account with total assets of $5 billion (none of which had advisory fees based on account performance). As of October 31, 2018, Mr. Nejman also co-managed 2 other pooled investment vehicles with total assets of $2.5 billion (none of which had advisory fees based on account performance).
Anatoly Shtekhman and Fei Xu co-manage Vanguard Alternative Strategies Fund; as of October 31, 2018, the Fund held assets of $320 million. As of October 31, 2018, Mr. Shtekhman also co-managed all or a portion of 1 other registered investment company with total assets of $1.9 billion (advisory fees not based on account performance).
2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, or offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by 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 October 31, 2018, 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 in response to a market adjustment of the position.
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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 the Diversified Equity Fund and the Alternative Strategies Fund, the performance factor depends on how closely each 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 October 31, 2018, Vanguard employees collectively invested more than $6.4 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.
As of October 31, 2018, none of the named portfolio managers owned any shares of the Funds they managed.
II. Vanguard International Value Fund
The Fund pays each of its independent third-party investment advisors 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 MSCI ACWI ex USA Index over the preceding 60-month period (for Lazard and ARGA) or the preceding 36-month period (for Edinburgh Partners).
For the fiscal years ended October 31, 2016, 2017, and 2018, the Fund incurred aggregate investment advisory fees of approximately $12,985,000 (before a performance-based increase of $2,230,000), $14,719,000 (before a performance-based increase of $285,000), and $16,831,000 (before a performance-based decrease of $533,000), respectively.
A. ARGA Investment Management, LP (ARGA)
ARGA, located in Stamford, Connecticut, is an investment management firm founded in 2010 by A. Rama Krishna.
1. Other Accounts Managed
A. Rama Krishna and Steven Morrow co-manage a portion of Vanguard International Value Fund; as of October 31, 2018, the Fund held assets of $10 billion. As of October 31, 2018, Mr. Krishna also co-managed 6 other pooled investment vehicles with total assets of $320 million (advisory fees based on account performance for 3 of these accounts with total assets of $247.3 million) and 19 other accounts with total assets of $1.2 billion (advisory fees based on account performance for 3 of these accounts with total assets of $433.4 million). As of October 31, 2018, Mr. Morrow also co-managed 3 other pooled investment vehicles with total assets of $30.8 million (advisory fees based on account performance for 2 of these accounts with total assets of $29.6 million) and 14 other accounts with total assets of $545.2 million (advisory fees not based on account performance).
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2. Material Conflicts of Interest
ARGAs compliance procedures aim to identify and prevent potential conflicts of interest related to client, employee, and proprietary activities. Potential conflicts of interest include instances when ARGA desires to purchase or sell the same securities for the ARGA Portfolio and other accounts, which could result, if such conflict is not managed properly, in unfair treatment to one account or another. Another potential conflict could occur if employees had knowledge of future ARGA trades and, on the basis of such information, made their own personal trades, which could harm the ARGA Portfolio and other ARGA accounts.
Specific procedures addressing conflicts of interest are described in the following paragraphs.
Mr. Krishna and Mr. Morrow are Chief Investment Officer and Director of Research, respectively, of ARGA. In addition to the Fund, ARGA manages other accounts on a discretionary basis (and where, as of October 31, 2018, Mr. Krishna is one of a number of investors within certain commingled funds as well as certain proprietary partnerships) that use the valuation-based investment strategy utilized for the ARGA Portfolio. ARGA expects to manage additional such accounts in the future. To avoid any incentive to favor one account over another in the allocation of investment opportunities (particularly where there are differing performance fee arrangements), ARGA has implemented strict fairness policies with respect to trading practices and allocation procedures. ARGA examines trade allocations among client portfolios regularly and confirms their consistency with ARGAs fiduciary obligation to allocate investment opportunities fairly. ARGA also regularly monitors dispersion of client account returns within the same investment strategy to verify that no preferential treatment has occurred. As expected, in instances such as clients directing trades through particular brokers, ARGA may place non-simultaneous trade orders for the ARGA Portfolio and another client, which may affect the execution price of the security to the detriment of one or the other.
To ensure ARGA employees do not use knowledge of the ARGA Portfolios trading for personal gain, firm Access Persons and their immediate family members living in the same household are subject to initial, quarterly, and annual brokerage account reporting and certification requirements with respect to brokerage or investment accounts over which they have a direct or indirect beneficial interest. Access Persons, including their immediate family members living in the same household, contemplating the purchase or sale of any security or an interest in a private placement vehicle must obtain preclearance from ARGA. Access Persons brokerage statements and emails are reviewed on a quarterly basis to ensure continued compliance with ARGAs policies on personal securities transactions.
While ARGA follows these procedures to eliminate potential conflicts of interest, there is no guarantee they will detect and prevent every situation where potential conflicts could arise. 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 firms Code of Ethics.
3. Description of Compensation
The goal of ARGAs compensation structure is to align the interests of investment professionals with those of its clients and the firm. Accordingly, ARGA rewards behavior by investment professionals that results in long-term success for its clients and the company.
Mr. Krishna has equity ownership in ARGA; accordingly, he is entitled to a share of the firm's profits, if and when earned. He does not receive a base salary or performance bonus. ARGA compensates Mr. Morrow through a combination of base salary, performance bonus, and profit sharing. Base salary is a fixed amount that may change based on an annual review or market conditions. Bonus is determined by both individual performance and financial success of the firm. Effective 2016, a portion of profits and value of the firm is shared with employees other than Mr. Krishna through the ARGA Commitment Plan. These employees comprise individuals across the firm who are key to delivering superior levels of excellence for ARGAs clients. Over the long term, the firm expects bonus and profit sharing to make up the highest proportion of compensation. Where relevant at higher levels of individual compensation, a portion of both the bonus and profit sharing is likely to be deferred, thereby encouraging long-term retention of key employees.
ARGA formally reviews performance by each individual based on a framework that is relevant for the individuals area of responsibility and overall adherence to the firms values. ARGA does not tie portfolio manager compensation specifically to the performance of the ARGA Portfolio relative to the Funds benchmark, as that could cause individuals to stray from ARGAs long-term, valuation-based investment discipline. For investment professionals, ARGA reviews both quantitative and fundamental factors. Quantitative factors may include productivity in terms of companies research coverage and construction of global industry models. Fundamental factors focus on depth of company and industry research, quality of
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company models and embedded forecasts, contribution to discussions with company management, and ability to identify key business issues and paths to possible resolution. In addition to evaluating individuals on their own contribution, the firm assesses their commitment to the success of other ARGA employees and ARGA as a whole.
4. Ownership of Securities
As of October 31, 2018, Mr. Krishna and Mr. Morrow did not own any shares of Vanguard International Value Fund.
B. Edinburgh Partners Limited (Edinburgh Partners)
Edinburgh Partners is an investment management firm founded in 2003 and based in Edinburgh, Scotland. Dr. Sandy Nairn is one of the founders and is a Director and Chief Executive of Edinburgh Partners. Edinburgh Partners is a wholly owned subsidiary of Franklin Resources, Inc., a global investment management organization headquartered in San Mateo, California operating as Franklin Templeton Investments. Following the acquisition of Edinburgh Partners by Franklin Templeton Investments in 2018, Dr. Nairn also acts as Chairman of the Templeton Global Equity Group.
1. Other Accounts Managed
Dr. Sandy Nairn manages a portion of Vanguard International Value Fund; as of October 31, 2018, the Fund held assets of $10 billion. As of October 31, 2018, Dr. Nairn also managed 2 other accounts with total assets of $198 million (advisory fees not based on account performance).
2. Material Conflicts of Interest
Edinburgh Partners has adopted policies and procedures (including oversight monitoring) designed to detect, manage, and mitigate the effects of potential conflicts of interest in the area of employee personal trading, managing accounts for multiple clients (including affiliated investment companies), and allocating investment opportunities. In addition, Edinburgh Partners has identified a number of other possible areas for conflicts to arise and these are documented in the firms conflicts matrix. The matrix details the conflict, how it is managed or disclosed, and whether the conflict is monitored. The matrix is reviewed annually by the firms Operational Management Committee. In addition, the firms Regulatory and Operational Risk Department conducts monitoring activity over a number of potential conflicts and their controls. Any potential conflicts of interest from such involvement would be monitored for compliance with the firms Code of Ethics.
3. Description of Compensation
Compensation is based on total reward, with bonus forming a significant element for partners; for others, base salary will form the major part of compensation. This bonus is paid from an operating profit bonus pool. The bonus element is related to all aspects of contribution to the objectives of the firm. For investment partners, the key driver is their research input and investment performance.
Typically, Edinburgh Partners aims to balance the mix of fixed compensation and variable compensation to reflect the value and responsibility attributable to each specific role. A proportion of variable compensation may be deferred from time to time and aligned to support the long-term performance of the company.
Remuneration oversight is performed by the Board which is responsible for approving and implementing the aggregate remuneration policy as well as approving recommendations of the Head of Human Resources and Head of Regulatory & Operational Risk, including as to amounts to individual departmental managers. Individual awards are determined as follows:
Chief Executive - Compensation for the Chief Executive is determined in consultation with an appropriate nominated representative of Franklin Resources, Inc.
Partners - Individual Partner compensation is determined by the Chief Executive.
All other staff - Compensation for all other staff is proposed and approved by the Chief Operating Officer (with input from line managers, the Head of Human Resources and taking into account the results of annual performance appraisals and any other relevant factors).
In considering any compensation awards, the Board will receive input from the Regulatory and Operational Risk function if there are relevant matters to bring to the attention of the Board.
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4. Ownership of Securities
As of October 31, 2018, Dr. Nairn did not own any shares of Vanguard International Value Fund.
C. Lazard Asset Management LLC (Lazard)
Lazard is a registered investment advisor and is a direct, wholly owned subsidiary of Lazard Freres & Co. LLC and an indirect, wholly owned subsidiary of Lazard Ltd.
1. Other Accounts Managed
Michael A. Bennett co-manages a portion of Vanguard International Value Fund; as of October 31, 2018, the Fund held assets of $10 billion. As of October 31, 2018, Mr. Bennett also managed 14 other registered investment companies with total assets of $11.6 billion (advisory fees not based on account performance), 14 other pooled investment vehicles with total assets of $3.1 billion (advisory fees not based on account performance), and 218 other accounts with total assets of $23.5 billion (advisory fees based on account performance for 1 of these accounts with total assets of $107 million).
Michael G. Fry co-manages a portion of Vanguard International Value Fund; as of October 31, 2018, the Fund held assets of $10 billion. As of October 31, 2018, Mr. Fry also managed 11 other registered investment companies with total assets of $5.4 billion (advisory fees not based on account performance), 11 other pooled investment vehicles with total assets of $2.4 billion (advisory fees not based on account performance), and 176 other accounts with total assets of $16.9 billion (advisory fees based on account performance for 1 of these accounts with total assets of $104 million).
2. Material Conflicts of Interest
Although the potential for conflicts of interest exists when an investment advisor and portfolio managers manage other accounts with similar investment objectives and strategies as the portion of Vanguard International Value Fund managed by Lazard (Similar Accounts), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the Fund is not disadvantaged, including procedures regarding trade allocations and conflicting trades (e.g., long and short positions in the same or similar securities). In addition, the Fund, as a registered investment company, is subject to different regulations from certain of the Similar Accounts and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.
Potential conflicts of interest may arise because of Lazards management of the Fund and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazards overall allocation of securities in that offering, or to increase Lazards ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled because of limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the Fund, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio managers time dedicated to each account, Lazard periodically reviews each portfolio managers overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Fund. In addition, Lazard could be viewed as having a conflict of interest to the extent that Lazard and/or portfolio managers have a materially larger investment in a Similar Account than their investment in the Fund.
A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account or when a sale in one account lowers the sale price received in a sale by a second account. Lazard may place transactions on behalf of Similar Accounts that are directly or indirectly contrary to investment decisions made for the Fund, which could have the potential to adversely impact the Fund, depending on market conditions. In addition, if the Funds investment in an issuer is at a different level of the issuers capital structure than an investment in the issuer by Similar Accounts, in the event of credit deterioration of the issuer, there may be a conflict of interest between the Funds and such Similar Accounts investments in the issuer. If Lazard sells securities short, it may be seen as harmful to the performance of the Fund investing long in the same or similar securities whose market values fall as a result of short-
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selling activities. Investment decisions for the Fund are made independently from those of Similar Accounts. If, however, Similar Accounts desire to invest in, or dispose of, the same securities as the Fund, available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund.
As described above, Lazard has procedures in place to address these conflicts. Additionally, portfolio managers/analysts and portfolio management teams are generally not permitted to manage long-only assets alongside long/short assets, although may from time to time manage both hedge funds and long-only accounts, including open-end and closed-end registered investment companies. 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 firms Code of Ethics.
3. Description of Compensation
Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock, and restricted interests in funds managed by Lazard or its affiliates. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. Various factors are considered in the determination of a portfolio managers compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazards investment philosophy. Total compensation is generally not fixed, but rather is based on the following factors: (1) leadership, teamwork, and commitment; (2) maintenance of current knowledge and opinions on companies owned in the portfolio; (3) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (4) ability and willingness to develop and share ideas on a team basis; and (5) the performance results of the portfolio managed by the investment teams of which the portfolio manager is a member.
Variable bonus is based on the portfolio managers quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (as set forth in the prospectus or other governing document) over the current fiscal year and the longer term performance of such account, as well as performance of the account relative to peers. The variable bonus for each Portfolios portfolio management team in respect of its management of the Portfolio is determined by reference to a predetermined benchmark.The portfolio managers bonus also can be influenced by subjective measurement of the managers ability to help others make investment decisions. A portion of a portfolio managers variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain Portfolios, in shares that vest in two to three years. Certain portfolio managers bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.
4. Ownership of Securities
As of October 31, 2018, Mr. Bennett and Mr. Fry did not own any shares of Vanguard International Value Fund.
III. Vanguard Emerging Markets Select Stock Fund
The Fund pays each of its independent third-party investment advisors 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 FTSE Emerging Index thereafter over the preceding 36-month period.
For the fiscal years ended October 31, 2016, 2017, and 2018, the Fund incurred aggregate investment advisory fees of approximately $1,407,000 (before a performance-based decrease of $75,000), $2,480,000 (before a performance-based decrease of $27,000), and $3,579,000 (before a performance-based increase of $312,000), respectively.
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A. Baillie Gifford Overseas Ltd. (Baillie Gifford)
Baillie Gifford is an investment advisory firm founded in 1983. Baillie Gifford is wholly owned by a Scottish investment company, Baillie Gifford & Co. Founded in 1908, Baillie Gifford & Co., one of the largest independently owned investment management firms in the United Kingdom, manages money primarily for institutional clients.
1. Other Accounts Managed
Richard Sneller co-manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Mr. Sneller also managed 2 other registered investment company with total assets of $2 billion (none of which had advisory fees based on account performance), 3 other pooled investment vehicles with total assets of $1.2 billion (advisory fees based on account performance for 1 of these accounts with total assets of $15 million), and 9 other accounts with total assets of $4.3 billion (none of which had advisory fees based on account performance).
Andrew Stobart co-manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Mr. Stobart also managed 7 other registered investment companies with total assets of $7.6 billion (none of which had advisory fees based on account performance), 2 other pooled investment vehicles with total assets of $1.1 billion (advisory fees based on account performance for 1 of these accounts with total assets of $15 million), and 39 other accounts with total assets of $14.3 billion (advisory fees based on account performance for 5 of these accounts with total assets of $4.2 billion).
Mike Gush co-manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Mr. Gush also managed 2 other registered investment companies with total assets of $2 billion (none of which had advisory fees based on account performance), 3 other pooled investment vehicles with total assets of $1.2 billion (advisory fees based on account performance for 1 of these accounts with total assets of $15 million), and 9 other accounts with total assets of $4.3 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
At Baillie Gifford, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these other accounts may include separate accounts, collective investment schemes, or offshore funds. Baillie Gifford manages potential conflicts between funds or with other types of accounts by implementing effective organizational and administrative arrangements to ensure that reasonable steps are taken to prevent the conflict giving rise to a material risk of damage to the interests of clients.
One area where a conflict of interest potentially arises is in the placing of orders for multiple clients and subsequent allocation of trades. Unless client-specific circumstances dictate otherwise, investment teams normally implement transactions in individual stocks for all clients with similar mandates at the same time. This aggregation of individual transactions can, of course, operate to the advantage or disadvantage of the clients involved in the order. When receiving orders from investment managers, traders at Baillie Gifford will generally treat order priority on a first come, first served basis, and any exceptions to this are permitted only in accordance with established policies. Baillie Gifford has also developed trade allocation systems 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. 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 firms Code of Ethics.
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3. Description of Compensation
Mr. Sneller is a partner of Baillie Gifford & Co. As such, he receives a base salary and a share of the partnership profits. The profit share is calculated as a percentage of total partnership profits based on seniority, role within Baillie Gifford & Co., and length of service. The basis for the profit share is detailed in the Baillie Gifford Partnership Agreement. The main staff benefits, such as pension schemes, are not available to partners and therefore partners provide for benefits from their own personal funds.
As employees of the firm, Mr. Stobart and Mr. Gush receive compensation with three key elements: (1) base salary, (2) a company-wide all-staff bonus, and (3) a performance-related bonus referred to as the Investment Departments Incentive Bonus Scheme. The performance-related bonus is based 50% on individual performance and 50% on investment performance (determined on a pre-tax basis). Investment performance is calculated on a team basis and is measured over a five-year period against the relevant benchmark. In addition, Mr. Stobart and Mr. Gush are required to defer 40% of their respective variable remunerations each year. Awards deferred will be held for a period of three years and will be invested in a range of funds managed by Baillie Gifford.
4. Ownership of Securities
As of October 31, 2018, Mr. Sneller, Mr. Stobart, and Mr. Gush did not own any shares of Vanguard Emerging Markets Select Stock Fund
B. Oaktree Capital Management, L.P. (Oaktree)
Oaktree is a leading global investment management firm focused on alternative markets. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in distressed debt, corporate debt (including high-yield debt and senior loans), control investing, convertible securities, real estate, and listed equities. Oaktree was founded in 1995 by a group of principals who have worked together since the mid-1980s. Headquartered in Los Angeles, the firm has over 900 employees and offices in 18 cities worldwide.
Howard Marks is Co-Chairman of Oaktree. Mr. Marks serves as a trustee (since 2002) of the Investment Board of the University of Pennsylvania. Dr. Gutmann, a trustee of the Fund, also serves on the Board of the University of Pennsylvania in her capacity (since 2004) as President of the University. Although not required to do so, Dr. Gutmann voluntarily abstains from voting on the Funds investment advisory agreement with Oaktree.
1. Other Accounts Managed
Frank J. Carroll III and Timothy D. Jensen co-manage a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Mr. Carroll and Mr. Jensen also co-managed 7 other registered investment companies with total assets of $816 million (advisory fees based on account performance for 1 of these accounts with total assets of $15 million), 2 other pooled investment vehicles with total assets of $1.5 million (none of which had advisory fees based on account performance), and 5 other accounts with total assets of $959 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
At Oaktree, individual portfolio managers may manage multiple accounts for multiple clients. In addition to the Fund, these other accounts may include separate accounts and other pooled investment vehicles. Conflicts of interest may arise when an individual portfolio manager has responsibilities for the investments of more than one account because the portfolio manager may be unable to devote equal time and attention to each account. Additionally, individual portfolio managers may make investment decisions on behalf of one account that have the potential to negatively impact another account. Conflicts of interest may also arise when a portfolio manager has a particular financial incentive, such as performance-based management fees, relating to an account. In such an instance, a portfolio manager may perceive an incentive to devote more time to developing and analyzing strategies or allocating securities for accounts for which Oaktree could share in investment gains. Oaktree manages potential conflicts between funds and other types of accounts through allocation policies and procedures and internal review processes. Oaktree has developed trade allocation systems and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of
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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
The compensation structure of the portfolio managers is determined by Oaktree in accordance with its own internal policies, which are summarized here. Portfolio manager compensation generally consists of distributions under Oaktrees equity plan and participation in the profitability of the funds they manage. Equity participation vests over a multiyear period. The value of the portfolio managers equity participation is a function of the firms profitability and the individuals responsibilities and performance and is not specifically dependent on the performance of the funds they manage, on an absolute basis or relative to the funds specific benchmark, or the growth of such funds, or any other clients, assets except to the extent that such growth contributes to the firms overall asset growth, which in turn contributes to the firms overall profitability. The portfolio managers also receive a percentage of the profits generated by the fund they manage. As a result, their compensation generally increases and decreases with the size and performance of such funds.
4. Ownership of Securities
As of October 31, 2018, Mr. Carroll and Mr. Jensen both owned shares of Vanguard Emerging Markets Select Stock Fund in the $500,001$1,000,000 range.
C. Pzena Investment Management, LLC (Pzena)
Pzena, based in New York, New York, was founded in 1995. In 2007, the firm completed an initial public offering, whereby the majority ownership of the firm was retained by the members of the Executive Committee and other employees.
1. Other Accounts Managed
Caroline Cai co-manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Ms. Cai also managed 7 other registered investment companies with total assets of $2.3 billion (advisory fees not based on account performance), 42 other pooled investment vehicles with total assets of $7.9 billion (advisory fees based on account performance for 3 of these accounts with total assets of $469 million), and 44 other accounts with total assets of $9 billion (advisory fees based on account performance for 2 of these accounts with total assets of $244 million).
Allison Fisch co-manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Ms. Fisch also managed 8 other registered investment companies with total assets of $2.3 billion (advisory fees not based on account performance), 25 other pooled investment vehicles with total assets of $3.1 billion (advisory fees based on account performance for 2 of these accounts with total assets of $39 million), and 21 other accounts with total assets of $4.4 billion (advisory fees not based on account performance).
John P. Goetz co-manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Mr. Goetz also managed 7 other registered investment companies with total assets of $2.3 billion (advisory fees not based on account performance), 41 other pooled investment vehicles with total assets of $7.9 billion (advisory fees based on account performance for 3 of these accounts with total assets of $468.7 million), and 44 other accounts with total assets of $9.1 billion (advisory fees based on account performance for 2 of these accounts with total assets of $244.2 million).
2. Material Conflicts of Interest
Conflicts of interest may arise in managing the Funds Portfolio investments, on the one hand, and the portfolios of Pzenas other clients and/or accounts (together Accounts), on the other. Set forth below is a brief description of some of the material conflicts that may arise and Pzenas policy or procedure for handling them. Although Pzena has designed such procedures to prevent and address conflicts, there is no guarantee that these procedures will detect every situation in which a conflict could arise.
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The management of multiple Accounts inherently carries the risk that there may be competing interests for the portfolio management teams time and attention. Pzena seeks to minimize this by utilizing one investment approach (i.e., classic value investing) and by managing all Accounts on a product-specific basis.
If the portfolio management team identifies a limited investment opportunity that may be suitable for more than one Account, the Fund may not be able to take full advantage of that opportunity. However, Pzena has adopted procedures for allocating portfolio transactions across Accounts so that each Account is treated fairly. With respect to partial fills for an order, depending upon the size of the execution, Pzena may choose to allocate the executed shares on a pro rata basis or on a random basis. As with all trade allocations, each Account generally receives pro-rata allocations of any new issue or IPO security that is appropriate for its investment objective. Permissible reasons for excluding an Account from an otherwise acceptable IPO or new-issue investment include the Account having FINRA restricted person status, lack of available cash to make the purchase, a client-imposed trading prohibition on IPOs or on the business of the issuer, or brokerage restrictions.
With respect to securities transactions for the Accounts, Pzena determines which broker to use to execute each order, consistent with its duty to seek best execution. Pzena aggregates like orders when it believes doing so is beneficial to the Accounts. However, with respect to certain Accounts, Pzena may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, Pzena may place separate, nonsimultaneous transactions for the Fund and another Account, which may temporarily affect the market price of the security or the execution of the transaction to the detriment of one or the other.
Conflicts of interest may arise when members of the portfolio management team transact personally in securities investments made or to be made for the Fund or other Accounts. To address this, Pzena has adopted a written Code of Business Conduct and Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Fund shareholders interests) or its current investment strategy. The Code of Business Conduct and Ethics generally requires that most transactions in securities by Pzenas Access Persons and certain related persons, whether or not such securities are purchased or sold on behalf of the Accounts, be cleared prior to execution by appropriate approving parties and compliance personnel. Securities transactions for Access Persons personal accounts also are subject to reporting requirements and annual and quarterly certification requirements. In addition, no Access Person shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) of non-exempt securities. Finally, orders for proprietary accounts (i.e., accounts of Pzenas principals, affiliates, or employees or their immediate family that are managed by Pzena) are subject to written trade allocation procedures designed to ensure fair treatment of client accounts.
Pzena manages some Accounts under performance-based fee arrangements. Pzena recognizes that this type of incentive compensation creates the risk for potential conflicts of interest. This structure may create inherent pressure to allocate investments having a greater potential for higher returns to accounts of those clients paying a performance fee. To prevent conflicts of interest associated with managing accounts with different compensation structures, Pzena generally requires portfolio decisions to be made on a product-specific basis. Pzena also requires pre-allocation of all client orders based on specific fee-neutral criteria. Additionally, Pzena requires average pricing of all aggregated orders. Finally, Pzena has adopted a policy prohibiting portfolio managers (and all employees) from placing the investment interests of one client or a group of clients with the same investment objectives above the investment interests of any other client or group of clients with the same or similar investment objectives. These measures help Pzena mitigate some of the conflicts that its management of private investment companies would otherwise present. 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 firms Code of Ethics.
3. Description of Compensation
Pzenas compensation philosophy is to reward long-term superior performers with total compensation at or near the top quartile of the asset management industry. As with all investment professionals at Pzena, Ms. Cai, Ms. Fisch, and Mr. Goetz are compensated through a combination of a fixed base salary, annual performance bonus, and equity ownership, if appropriate, due to superior personal performance. Base pay is set to be in line with industry averages, and when setting the level of discretionary bonuses, a blend of quantitative and qualitative measures is considered; however, bonuses are not based on Fund performance or assets of the Fund. For investment professionals, Pzena examines such things as effort, efficiency, ability to focus on the correct issues, stock modeling ability, and ability to successfully interact with company management. However, Pzena always considers all of the contributions that an employee has made and is
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likely to make in the future. Pzena avoids a compensation model that is driven by individual security performance, as this can lead to short-term thinking which is contrary to the firms value investment philosophy. Ownership is provided to individuals who have contributed meaningfully to the long-term success of the organization, and is the primary tool used by Pzena for attracting and retaining the best people. Employees invited into the partnership generally receive an initial share grant at no cost to them and are subsequently offered economically attractive opportunities to exchange cash compensation for additional shares. Equity ownership ties personnel to long-term performance, as the value of their ownership stake depends on delivering superior long-term results to investors. Ms. Cai, Ms. Fisch, and Mr. Goetz are equity owners of Pzena.
4. Ownership of Securities
As of October 31, 2018, Ms. Cai owned shares of Vanguard Emerging Markets Select Stock Fund in the $10,001$50,000 range; Mr. Goetz owned shares of the Fund in the $100,001$500,000 range; and Ms. Fisch did not own any shares of the Fund.
D. Wellington Management Company LLP (Wellington Management)
Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.
1. Other Accounts Managed
Mary Pryshlak manages a portion of Vanguard Emerging Markets Select Stock Fund; as of October 31, 2018, the Fund held assets of $564 million. As of October 31, 2018, Ms. Pryshlak also managed 9 other registered investment companies with total assets of $5.5 billion (advisory fees not based on account performance), 31 other pooled investment vehicles with total assets of $11.5 billion (advisory fees based on account performance for 4 of these accounts with total assets of $4.5 billion), and 92 other accounts with total assets of $30.5 billion (advisory fees based on account performance for 16 of these accounts with total assets of $6.7 billion).
2. Material Conflicts of Interest
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Wellington Management Portfolios manager listed in the prospectus who is primarily responsible for the day-to-day management of the Wellington Management Portfolio (Portfolio Manager) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the Fund. The Portfolio Manager makes investment decisions for each account, including the Wellington Management Portfolio, based on the investment objectives, policies, practices, benchmarks, cash flows, and tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Manager may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Wellington Management Portfolio, and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies, and/or holdings to that of the Fund.
A Portfolio Manager or other investment professional at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Wellington Management Portfolio or may make investment decisions that are similar to those made for the Wellington Management Portfolio, both of which have the potential to adversely impact the Wellington Management Portfolio depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, the Portfolio Manager may purchase the same
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security for the Wellington Management Portfolio and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Wellington Management Portfolio holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Wellington Management Portfolio. Ms. Pryshlak also manages accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Manager is tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Manager may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.
Wellington Managements goal is to meet its fiduciary obligation to treat all clients fairly and provide high-quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, allocation of IPOs, and compliance with the firms Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Managements investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professionals various client mandates.
3. Description of Compensation
Wellington Management receives a fee based on the assets under management of the Wellington Management Portfolio as set forth in the Investment Advisory Agreement between Wellington Management and Vanguard Trustees Equity Fund on behalf of Vanguard Emerging Markets Select Stock Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Wellington Management Portfolio. The following information is provided as of October 31, 2018.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Managements compensation of the Funds manager listed in the prospectus who is primarily responsible for the day-to-day management of the Fund (Portfolio Managers) includes a base salary. The base salary for each Portfolio Manager who is a partner (a Partner) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP.
The Portfolio Manager may also be eligible for bonus payments based on her overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Ms. Pryshlak is a Partner.
4. Ownership of Securities
As of October 31, 2018, Ms. Pryshlak did not own any shares of the Fund.
Duration and Termination of Investment Advisory Agreements
The current investment advisory agreements with the unaffiliated advisors (other than with Baillie Gifford for Vanguard Emerging Markets Select Stock Fund and with Edinburgh Partners for Vanguard International Value Fund) are renewable for successive one-year periods, only if (1) each renewal is specifically approved by a vote of the Funds board of
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trustees, including the affirmative votes of a majority of trustees who are not parties to the agreement or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval, or (2) each renewal is specifically approved by a vote of a majority of the Fund's outstanding voting securities. An agreement is automatically terminated if assigned and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund on thirty (30) days’ written notice to the advisor (no prior written notice to ARGA), (2) by a vote of a majority of the Fund’s outstanding voting securities in 30 days’ written notice to the advisor (no prior written notice to ARGA), or (3) by the advisor upon ninety (90) days’ written notice to the Fund.
The investment advisory agreement with Edinburgh Partners for Vanguard International Value Fund, which is effective as of May 1, 2018, is binding for a two-year period. At the end of that two-year period, the agreement will become renewable for successive one-year periods, subject to the above conditions. The initial advisory agreement with Baillie Gifford is binding for a two-year period. At the end of that time, the agreement will become renewable for successive one-year periods, subject to the above conditions.
Securities Lending
The following table describes the securities lending activities of each Fund (other than Vanguard Diversified Equity Fund and Vanguard Alternative Strategies Fund) during the fiscal year ended October 31, 2018. Vanguard Diversified Equity Fund and Vanguard Alternative Strategies Fund did not lend their securities during the fiscal year ended October 31, 2018.
| Vanguard Fund | Securities Lending Activities |
| Emerging Markets Select Stock Fund | |
| Gross income from securities lending activities | $30,233 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $81 |
| Administrative fees not included in revenue split | $350 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $10,731 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $11,162 |
| Net income from securities lending activities | $19,071 |
| International Value Fund | |
| Gross income from securities lending activities | $4,651,073 |
| Fees paid to securities lending agent from a revenue split | $211,826 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $6,839 |
| Administrative fees not included in revenue split | $438 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $1,260,545 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $1,479,648 |
| Net income from securities lending activities | $3,171,425 |
The services provided by Brown Brothers Harriman & Co. and Vanguard, each acting separately as securities lending agents for certain Vanguard funds, include coordinating the selection of securities to be loaned to approved borrowers; negotiating the terms of the loan; monitoring the value of the securities loaned and corresponding collateral, marking to market daily; coordinating the investment of cash collateral in the funds’ approved cash collateral reinvestment vehicle; monitoring dividends and coordinating material proxy votes relating to loaned securities; and transferring, recalling, and arranging the return of loaned securities to the funds upon termination of the loan.
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PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of Vanguard International Value Fund, Vanguard Emerging Markets Select Stock Fund, and Vanguard Alternative Strategies Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide “best execution.” Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-dealer’s services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealer’s execution capability, clearance and settlement services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity, financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary markets, and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.
Vanguard Diversified Equity Fund will purchase and sell shares of the underlying Vanguard funds by dealing directly with the issuer of the underlying funds. The Fund will incur no brokerage commissions for these transactions.
During the fiscal years ended October 31, 2016, 2017, and 2018, the Funds paid the following approximate amounts in brokerage commissions:
| Vanguard Fund | 2016 | 2017 | 2018 |
| International Value Fund1,2 | $3,325,000 | $4,574,000 | $4,133,000 |
| Emerging Markets Select Stock Fund3 | $386,000 | $685,000 | $905,000 |
| Alternative Strategies Fund4 | $134,000 | $174,000 | $208,000 |
| 1 Lower cash flow into the International Value Fund, as well as lower portfolio turnover, led to a decrease in brokerage commissions for the Fund during the fiscal year ended | |||
| October 31, 2016. | |||
| 2 The increase in the International Value Fund’s brokerage commissions for fiscal year ended October 31, 2017, was the result of increases in Fund assets and cash flows. | |||
| 3 Increased cash flow and a larger asset base resulted in a higher level of brokerage commissions paid for the Emerging Markets Select Stock Fund during the fiscal year ended | |||
| October 31, 2017. | |||
| 4 The growth and trading activity of the Fund during the most recent fiscal years resulted in an increase in brokerage commissions as compared to the prior period. | |||
Some securities that are considered for investment by the Funds 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 advisor’s other clients, and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds’ board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell
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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 October 31, 2018, each Fund (other than the Diversified Equity 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 |
| International Value Fund | Barclays Capital Inc. | |
| Credit Suisse Securities (USA) LLC. | | |
| Emerging Markets Select Stock Fund | | |
| Alternative Strategies Fund | | |
Portfolio Turnover for Vanguard Emerging Markets Select Stock Fund. The Emerging Markets Select Stock Funds portfolio turnover rate was 44% during its fiscal year ended October 31, 2017, and 76% during its fiscal year ended October 31, 2018. The increase in the Funds portfolio turnover rate during its most recent fiscal year was the result of a change in the Funds advisory structure
VANGUARDS PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated oversight of proxy voting to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a 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 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.
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While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the 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.
While the funds will generally support the boards nominees, we will consider a companys specific circumstances in the context of relevant exchange rules and local governance codes, where applicable, in determining the funds vote. The following factors will be taken into account in determining each funds vote:
| Factors for approval | Factors against approval |
| Nominated slate results in board made up of a majority of | Nominated slate results in board made up of a majority of |
| independent directors. | non-independent directors. |
| All members of Audit, Nominating, and Compensation | Audit, Nominating, and/or Compensation committees include |
| committees are independent of management. | non-independent members. |
| Incumbent board member failed to attend at least 75% of meetings | |
| in the previous year. | |
| Actions of committee(s) on which nominee serves are inconsistent with | |
| other guidelines (e.g., excessive equity grants, substantial non-audit fees, | |
| lack of board independence). | |
| Actions of committee(s) on which nominee serves demonstrate serious | |
| failures of governance (e.g., unilaterally acting to significantly reduce | |
| shareholder rights, failure to respond to previous vote results for directors | |
| and shareholder proposals). |
B. Contested director elections
In the case of contested board elections, we will evaluate the nominees qualifications, the performance of the incumbent board, and the rationale behind the dissidents campaign, to determine the outcome that we believe will maximize shareholder value.
C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
D. Proxy access
We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a companys proxy ballot. In our view, this improves shareholders ability to participate in director elections while potentially enhancing boards accountability and responsiveness to shareholders.
That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a 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.
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II. Approval of Independent Auditors
The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support 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 | Factors against approval |
| Company requires senior executives to hold a minimum amount | Total potential dilution (including all stock-based plans) exceeds 15% of |
| of company stock (frequently expressed as a multiple of salary). | shares outstanding. |
| Company requires stock acquired through equity awards to be | Annual equity grants have exceeded 2% of shares outstanding. |
| held for a certain period of time. | |
| Compensation program includes performance-vesting awards, | Plan permits repricing or replacement of options without |
| indexed options, or other performance-linked grants. | shareholder approval. |
| Concentration of equity grants to senior executives is limited | Plan provides for the issuance of reload options. |
| (indicating that the plan is very broad-based). | |
| Stock-based compensation is clearly used as a substitute for | Plan contains automatic share replenishment (evergreen) feature. |
| cash in delivering market-competitive total pay. |
B. Bonus plans
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the Internal Revenue Code, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the 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
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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 | Factors against approval |
| Plan is relatively short term (3-5 years). | Plan is long term (>5 years). |
| Plan requires shareholder approval for renewal. | Renewal of plan is automatic or does not require shareholder approval. |
| Plan incorporates review by a committee of independent | Board with limited independence. |
| directors at least every three years (so-called TIDE provisions). | |
| Ownership trigger is reasonable (15-20%). | Ownership trigger is less than 15%. |
| Highly independent, non-classified board. | Classified board. |
| Plan includes permitted-bid/qualified-offer feature (chewable | |
| pill) that mandates a shareholder vote in certain situations. |
B. Increase in authorized shares
The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a companys specific circumstances and market practices.
C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
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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. Environmental and Social Proposals
Proposals in this category, initiated primarily by shareholders, typically request that a company enhance its disclosure or amend certain business practices. The funds will evaluate these proposals in the context of our view that a companys board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. The funds will evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value of the company. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosures/business practices, and any progress by the company toward the adoption of best practices and/or industry norms.
VI. Voting in Markets Outside the United States
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each 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 other 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 other markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company That Has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
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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.
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. Investment Stewardship Team
The Board has delegated the day-to-day operation of the funds proxy voting process to the Investment Stewardship Team, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when Investment Stewardship will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
The Investment Stewardship Team performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Investment Stewardship Team also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. Investment Stewardship Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with the Investment Stewardship Team to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and 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.
To obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30, log on to vanguard.com or visit the SECs website at www.sec.gov.
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FINANCIAL STATEMENTS
Each Funds Financial Statements for the fiscal year ended October 31, 2018, appearing in the Funds 2018 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Funds performance, please see the Funds Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
DESCRIPTION OF BOND RATINGS
Moodys Rating Symbols
The following describe characteristics of the global long-term (original maturity of 1 year or more) bond ratings provided by Moodys Investors Service, Inc. (Moodys):
AaaJudged to be obligations of the highest quality, they are subject to the lowest level of credit risk.
AaJudged to be obligations of high quality, they are subject to very low credit risk. Together with the Aaa group, they make up what are generally known as high-grade bonds.
AJudged to be upper-medium-grade obligations, they are subject to low credit risk.
BaaJudged to be medium-grade obligations, subject to moderate credit risk, they may possess certain speculative characteristics.
BaJudged to be speculative obligations, they are subject to substantial credit risk.
BConsidered to be speculative obligations, they are subject to high credit risk.
CaaJudged to be speculative obligations of poor standing, they are subject to very high credit risk.
CaViewed as highly speculative obligations, they are likely in, or very near, default, with some prospect of recovery of principal and interest.
CViewed as the lowest rated obligations, they are typically in default, with little prospect for recovery of principal and interest.
Moodys also supplies numerical indicators (1, 2, and 3) to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking toward the lower end of the category.
The following describe characteristics of the global short-term (original maturity of 13 months or less) bond ratings provided by Moodys. This ratings scale also applies to U.S. municipal tax-exempt commercial paper.
Prime-1 (P-1)Judged to have a superior ability to repay short-term debt obligations. Prime-2 (P-2)Judged to have a strong ability to repay short-term debt obligations. Prime-3 (P-3)Judged to have an acceptable ability to repay short-term debt obligations. Not Prime (NP)Cannot be judged to be in any of the prime rating categories.
The following describe characteristics of the U.S. municipal short-term bond ratings provided by Moodys:
Moodys ratings for state and municipal notes and other short-term (up to 3 years) obligations are designated Municipal Investment Grade (MIG).
MIG 1Indicates superior quality, enjoying the excellent protection of established cash flows, liquidity support, and broad-based access to the market for refinancing.
MIG 2Indicates strong credit quality with ample margins of protection, although not as large as in the preceding group.
MIG 3Indicates acceptable credit quality, with narrow liquidity and cash-flow protection and less well-established market access for refinancing.
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SGIndicates speculative credit quality with questionable margins of protection.
Standard and Poors Rating Symbols
The following describe characteristics of the long-term (original maturity of 1 year or more) bond ratings provided by Standard and Poors:
AAAThese are the highest rated obligations. The capacity to pay interest and repay principal is extremely strong.
AAThese also qualify as high-grade obligations. They have a very strong capacity to pay interest and repay principal, and they differ from AAA issues only in small degree.
AThese are regarded as upper-medium-grade obligations. They have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBBThese are regarded as having an adequate capacity to pay interest and repay principal. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity in this regard. This group is the lowest that qualifies for commercial bank investment.
BB, B, CCC, CC, and CThese obligations range from speculative to significantly speculative with respect to the capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest.
DThese obligations are in default, and payment of principal and/or interest is likely in arrears.
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus () sign to show relative standing within the major rating categories.
The following describe characteristics of short-term (original maturity of 365 days or less) bond and commercial paper ratings designations provided by Standard and Poors:
A-1These are the highest rated obligations. The capacity of the obligor to pay interest and repay principal is strong. The addition of a plus sign (+) would indicate a very strong capacity.
A-2These obligations are somewhat susceptible to changing economic conditions. The obligor has a satisfactory capacity to pay interest and repay principal.
A-3These obligations are more susceptible to the adverse effects of changing economic conditions, which could lead to a weakened capacity to pay interest and repay principal.
BThese obligations are vulnerable to nonpayment and are significantly speculative, but the obligor currently has the capacity to meet its financial commitments.
CThese obligations are vulnerable to nonpayment, but the obligor must rely on favorable economic conditions to meet its financial commitment.
DThese obligations are in default, and payment of principal and/or interest is likely in arrears.
The following describe characteristics of U.S. municipal short-term (original maturity of 3 years or less) note ratings provided by Standard and Poors:
SP-1This designation indicates a strong capacity to pay principal and interest. SP-2This designation indicates a satisfactory capacity to pay principal and interest. SP-3This designation indicates a speculative capacity to pay principal and interest.
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SAI 046 022019
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PART C
VANGUARD TRUSTEES EQUITY FUND
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 74 dated May 28, 2015, is hereby incorporated by reference. |
| (b) | By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 82 dated February 22, 2018, 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 Lazard Asset Management LLC, filed with Post-Effective Amendment No. 44 dated July 27, 2006; for Edinburgh Partners Limited, filed with Post- Effective Amendment No. 49 dated July 21, 2008; and for ARGA Invesment Management, LP, filed with Post-Effective Amendment No. 62 dated August 2, 2012, are hereby incorporated by reference. For Oaktree Capital Management, L.P., Pzena Investment Management, LLC, and Wellington Management Company, LLP, filed with Post Effective Amendment No. 69 dated February 26, 2014, are hereby incorporated by reference. The Vanguard Group, Inc. provides investment advisory services to Vanguard Diversified Equity Fund and Vanguard Alternative Strategies Fund pursuant to the 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 the Registrants Statement of Additional Information. |
| (g) | Custodian Agreements, for JPMorgan Chase Bank and for State Street and Trust Company, are filed herewith. |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, filed with Post-Effective Amendment No. 82 dated February 22, 2018. |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, is filed herewith. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for Wellington Management Company, LLP, filed with Post-Effective Amendment No. 82 dated February 22, 2018, is hereby incorporated by reference. For ARGA |
| Invesment Management, LP; Edinburgh Partners Limited; Lazard Asset Management LLC; Oaktree Capital Management, L.P.; Pzena Investment Management, LLC; and for The Vanguard Group, Inc., are filed herewith. |
Item 29. Persons Controlled by or under Common Control with Registrant
None.
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 Advisor
ARGA Investment Management, LP (ARGA) 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 ARGA, 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 ARGA pursuant to the Advisers Act (SEC File No. 801-77018)
Edinburgh Partners Limited (Edinburgh Partners) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Edinburgh Partners, 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 Edinburgh Partners pursuant to the Advisers Act (SEC File No. 801-63714).
Lazard Asset Management, LLC (Lazard) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and directors of Lazard, 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 Lazard pursuant to the Advisers Act (SEC File No. 801-61701).
Oaktree Capital Management, L.P. (Oaktree), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Oaktree, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Oaktree pursuant to the Advisers Act (SEC File No. 801-48923).
Pzena Investment Management, LLC (Pzena) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Pzena, 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 Pzena pursuant to the Advisers Act (SEC File No. 801-50838).
Wellington Management Company, LLP (Wellington Management) is an investment advisor registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
The Vanguard Group, Inc. (Vanguard) is an investment advisor registered under the Advisors Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisors Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
(a) Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of over 200 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 |
| Karin A. Risi | Chairman, Director, Principal and Chief Executive Officer | None |
| Designee | ||
| Scott A. Conking | Director and Principal | None |
| Kevin Jestice | Director and Principal | None |
| Christopher D. McIsaac | Director and Principal | None |
| Thomas M. Rampulla | Director and Principal | None |
| Michael Rollings | Director and Principal | Finance Director |
| John E. Schadl | Director and Principal and General Counsel | None |
| Mortimer J. Buckley | President | Chairman of the Board of Trustees, Chief |
| Executive Officer , President | ||
| Brian Dvorak | Assistant Vice President | Chief Compliance Officer |
| Caroline Cosby | Secretary | None |
| Beth Morales Singh | Assistant Secretary | None |
| Aisling Murphy | Chief Compliance Officer | None |
| John T. Marcante | Chief Information Officer | None |
| Alonzo Ellis | Chief Information Security Officer | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
| Amy M. Laursen | Financial and Operations Principal | None |
| Danielle Corey | Annuity and Insurance Officer | None |
| Jeff Seglem | Annuity and Insurance Officer | None |
| Matthew Benchener | Principal | None |
| John Bendl | Principal | None |
| Saundra K. Cusumano | Principal | None |
| Name | Positions and Office with Underwriter | Positions and Office with Funds | |
| James M. Delaplane Jr. | Principal | None | |
| Kathleen A. Graham-Kelly | Principal | None | |
| Andrew Kadjeski | Principal | None | |
| Martha G. King | Principal | None | |
| Mike Lucci | Principal | None | |
| Alba E. Martinez | Principal | None | |
| Brian McCarthy | Principal | None | |
| James M. Norris | Principal | None | |
| David Petty | Principal | None | |
| Frank Satterthwaite | Principal | None | |
| (c) | Not Applicable. | ||
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355; the Registrants Custodians, JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179, and State Street Bank and Trust Co., One Lincoln Street, Boston, MA 02111; and the Registrants investment advisors at their respective locations identified in this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Funds in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment to 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 26th day of February, 2019.
| VANGUARD TRUSTEES EQUITY FUND |
| BY:_______/s/ Mortimer J. Buckley* |
| Mortimer J. Buckley |
| Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ Mortimer J. Buckley* | Chairman and Chief | February 26, 2019 |
| Executive Officer | ||
| Mortimer J. Buckley | ||
| /s/ Emerson U. Fullwood* | Trustee | February 26, 2019 |
| Emerson U. Fullwood | ||
| /s/ Amy Gutmann* | Trustee | February 26, 2019 |
| Amy Gutmann | ||
| /s/ Mark Loughridge* | Trustee | February 26, 2019 |
| Mark Loughridge | ||
| /s/ Joseph Loughrey* | Trustee | February 26, 2019 |
| Joseph Loughrey | ||
| /s/ Scott C. Malpass* | Trustee | February 26, 2019 |
| Scott C. Malpass | ||
| /s/ Deanna Mulligan* | Trustee | February 26, 2019 |
| Deanna Mulligan | ||
| /s/ André F. Perold* | Trustee | February 26, 2019 |
| André F. Perold | ||
| /s/ Sarah Bloom Raskin* | Trustee | February 26, 2019 |
| Sarah Bloom Raskin | ||
| /s/ Peter F. Volanakis* | Trustee | February 26, 2019 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | February 26, 2019 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see File Number 33-32216, Incorporated by Reference.
| INDEX TO EXHIBITS | |
| Custodian Agreements, JPMorgan Chase Bank | Ex-99.G |
| Custodian Agreements, State Street and Trust Company | Ex-99.G |
| Other Opinions, Consent of Independent Registered Public Accounting Firm. | Ex-99.J |
| Rule 18f-3 Plan | Ex-99.N |
| Code of Ethics, ARGA Invesment Management, LP. | Ex-99.P |
| Code of Ethics, Edinburgh Partners Limited. | Ex-99.P |
| Code of Ethics, Lazard Asset Management LLC. | Ex-99.P |
| Code of Ethics, Oaktree Capital Management, L.P. | Ex-99.P |
| Code of Ethics, Pzena Investment Management, LLC. | Ex-99.P |
| Code of Ethics, The Vanguard Group, Inc. | Ex-99.P |
AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. (Bank), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act), organized as Delaware statutory trusts (each a Trust), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a Fund), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as Customer.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank shall be responsible for the performance of only those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Banks operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk.
1.2 DEFINITIONS.
(a) As used herein, the following terms have the meaning hereinafter stated.
ACCOUNT has the meaning set forth in Section 2.1 of this Agreement.
AFFILIATE means an entity controlling, controlled by, or under common control with, Bank.
AFFILIATED SUBCUSTODIAN means a Subcustodian that is an Affiliate.
APPLICABLE LAW means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.
AUTHORIZED PERSON means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person.
BANK INDEMNITEES means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.
BANKS LONDON BRANCH means the London branch office of Bank.
CASH ACCOUNT has the meaning set forth in Section 2.1(a)(ii).
CORPORATE ACTION means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.
COUNTRY RISK means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the countrys financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
CUSTOMER means individually each Trust and their respective Funds as listed on Exhibit 1 hereto.
ENTITLEMENT HOLDER means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
FINANCIAL ASSET means, as the context requires, either the asset itself or the means by which a persons claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. Financial Asset includes any Global Assets but does not include cash.
FUND means each portfolio of each Trust and listed on Exhibit 1 hereto.
GLOBAL ASSET means any Financial Asset (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States.
INSTRUCTIONS has the meaning set forth in Section 3.1 of this Agreement.
LIABILITIES means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys, accountants, consultants or experts fees and disbursements).
SECURITIES means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. Securities also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.
SECURITIES ACCOUNT means each Securities custody account on Banks records to which Financial Assets are or may be credited pursuant hereto.
SECURITIES DEPOSITORY has the meaning set forth in Section 5.1 of this Agreement.
SECURITIES ENTITLEMENT means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
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SECURITIES INTERMEDIARY means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.
SUBCUSTODIAN has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.
TRUST means each open-end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto.
(b) All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 Set Up Accounts.
(a) Bank shall establish and maintain the following accounts (Accounts):
(i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and
(ii) an account in the name of Customer (Cash Account) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer.
Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account.
(b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement.
(c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code (UCC), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a securities account with Bank for and in the name of such Fund and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.
2.2 Cash Account.
Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Banks London Branch. Any cash so deposited with Banks London Branch shall be payable exclusively by Banks London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
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2.3 Segregation of Assets; Nominee Name.
(a) Bank shall identify in its records that Financial Assets credited to Customers Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer).
(b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customers Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.
(c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian.
(d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.
2.4 Settlement of Trades.
When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customers whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customers counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.5 Contractual Settlement Date Accounting.
(a) Bank shall effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement of trades in those markets where Bank generally offers contractual settlement day accounting and shall notify Customer of these markets from time to time.
(i) Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered.
(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.
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Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(b) Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transactions actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer.
2.6 Actual Settlement Date Accounting.
With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.
| 2.7 | Income Collection; Autocredit. |
| (a) Bank shall credit the Cash Account with income and redemption proceeds on Financial | |
| Assets | in accordance with the times notified by Bank from time to time on or after the anticipated payment |
date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect.
(b) Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.8 Fractions / Redemptions by Lot.
In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.
2.9 Presentation of Coupons; Certain Other Ministerial Acts.
Until Bank receives Instructions to the contrary, Bank shall:
(a) present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;
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(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and
(c) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.
| 2.10 | Corporate Actions; Class Action Litigation. |
| (a) Bank will follow Corporate Actions through receipt of notices from issuers, from | |
| Subcustodians, | Securities Depositories and notices published in industry publications and reported in |
reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Banks central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Banks corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.
(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.
| 2.11 | Proxy Voting. |
| (a) Bank shall provide Customer or its agent with details of Securities in the Account on a | |
| daily | basis (Daily Holdings Data), and Bank or its agent shall act in accordance with Instructions from |
an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (the proxy voting service). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets.
(b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer.
(c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably
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practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.
(d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customers request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Banks customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case.
(e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.
| 2.12 | Statements and Information Available On-Line. |
| (a) Bank will send, or make available on-line, to Customer, at times mutually agreed, a | |
| statement | of account in Banks standard format for each Account maintained by Customer with Bank, |
identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Banks willful misconduct or bad faith.
(b) Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.
(c) Customer understands that records and reports, other than statements of account, that are available to it on-line on a real-time basis may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on-line on a real-time basis.
| 2.13 | Access to Banks Records. |
| (a) Bank shall create and maintain all records relating to its activities and obligations under | |
| this | Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular |
attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customers duly authorized officers, employees, and agents, including Customers independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customers independent
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public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.
(b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customers independent accountants with respect to Banks activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
(c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Banks Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a gap or bridge letter that will address any material changes that might have occurred in Customers controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Banks processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.
| 2.14 | Maintenance of Financial Assets at Bank and at Subcustodian Locations. |
| (a) Unless Instructions require another location acceptable to Bank, Global Assets shall be | |
| held | in the country or jurisdiction in which their principal trading market is located, where such Global |
Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time.
(b) Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customers own risk and Bank shall not be liable therefor.
2.15 Tax Reclaims.
Bank shall provide tax reclamation services as provided in Section 8.2.
2.16 Foreign Exchange Transactions.
To facilitate the administration of Customers trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign
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exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.
| 2.17 | Compliance with Securities and Exchange Commission (SEC) rule 17f-5 (rule 17f-5). |
| (a) Customers board of directors (or equivalent body) (hereinafter Board) hereby delegates | |
| to | Bank, and, except as to the country or countries as to which Bank may, from time to time, advise |
Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customers Foreign Custody Manager (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
| (b) | In connection with the foregoing, Bank shall: |
| (i) provide written reports notifying Customers Board of the placement of Financial | |
| Assets | and cash with particular Eligible Foreign Custodians and of any material change in the |
arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customers Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customers foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as Customers Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2).
(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.
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(c) Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. Each such contract shall, except as set forth in the last paragraph of this subsection (c), include provisions that provide:
(i) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract;
(ii) That Customers Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws;
(iii) That beneficial ownership of Customers Assets will be freely transferable without the payment of money or value other than for safe custody or administration;
(iv) That adequate records will be maintained identifying Customers Assets as belonging to Customer or as being held by a third party for the benefit of Customer;
(v) That Customers independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and
(vi) That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customers Assets, including, but not limited to, notification of any transfer to or from Customers account or a third party account containing Assets held for the benefit of Customer.
Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customers Assets as the specified provisions, in their entirety.
(d) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.
(e) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Banks custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customers Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customers Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.
(f) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable,
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but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care.
2.18 Compliance with SEC rule 17f-7 (rule 17f-7).
(a) Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customers foreign Financial Assets with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customers foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Banks Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customers Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above.
(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.)
2.19 Service Level Agreement.
Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Banks Service Directory shall not be deemed to be such a written document.
3. INSTRUCTIONS
3.1 Acting on Instructions; Unclear Instructions.
(a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank (Instructions). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Banks negligence, bad faith, fraud, or willful misconduct.
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(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customers name.
3.2 Security Devices.
Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.
3.3 Instructions; Contrary to Law/Market Practice.
Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section.
3.4 Cut-off Times.
Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.
3.5 Electronic Access.
Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time.
4.2 Overdrafts.
If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to
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Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Banks part with respect to the settlement of transactions on Customers behalf shall be asserted by Customer against Bank for Banks refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.
| 4.3 | Banks Right Over Securities; Set-off. |
| (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the | |
| Securities | Account of a particular Fund as shall have a fair market value equal to the aggregate amount of |
all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent (Indebtedness). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customers request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are Indebtedness subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are Indebtedness subject to this Section 4.3.
(b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
| 5.1 | Appointment of Subcustodians; Use of Securities Depositories. |
| (a) Bank is authorized under this Agreement to act through and hold Customers Global Assets | |
| with | subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other |
entities as Bank may appoint as subcustodians (Subcustodians). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add
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any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a Securities Depository) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Banks customers assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customers independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customers assets, including, but not limited to, notification of any transfer to or from Customers account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodians account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
| (d) | The term Subcustodian as used herein shall mean the following: | |
| (i) | a U.S. Bank as such term is defined in rule 17f-5; and | |
| (ii) | an Eligible Foreign Custodian as such term is defined in rule 17f-5 and any other | |
| entity | that shall have been so qualified by exemptive order, rule or other appropriate action of the | |
SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term securities depository as used herein when referring to a securities depository located outside the U.S. shall mean an Eligible Securities Depository as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term securities depository as used herein when referring to a securities depository located in the U.S. shall mean a Securities Depository as defined in rule 17f-4.
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| 5.2 | Liability for Subcustodians. |
| (a) Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank | |
| shall | be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any |
Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.
(b) Subject to Section 7.1(a) and Banks duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodians financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.
| 5.3 | Use of Agents. |
| (a) Bank may provide certain services under this Agreement through third parties. These third | |
| parties | may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank |
shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.
(b) Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
| 6.1 | Representations of Customer and Bank. |
| (a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has | |
| obtained | all necessary authorizations and consents, to deposit and control the Financial Assets and cash in |
the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance
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with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Banks obligations hereunder.
(b) Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customers obligations hereunder.
6.2 Customer to Provide Certain Information to Bank.
Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customers organizational documents and its current audited and unaudited financial statements.
6.3 Customer is Liable to Bank Even if it is Acting for Another Person.
If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customers principal.
6.4 Several Obligations of the Trusts and the Funds.
This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.
7. WHEN BANK IS LIABLE TO CUSTOMER
| 7.1 | Standard of Care; Liability. |
| (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable | |
| care, | prudence and diligence in carrying out all of its duties and obligations under this Agreement (except |
to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Banks negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.
(b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Banks performance hereunder or Banks role as custodian.
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(c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Banks performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
(d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.
(e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank).
(f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Banks negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
7.2 Force Majeure.
So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Banks negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds
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transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
7.3 Bank May Consult With Counsel.
Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.
7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result.
Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.
8. TAXATION
| 8.1 | Tax Obligations. |
| (a) Customer confirms that Bank is authorized to deduct from any cash received or credited to | |
| the | Cash Account any taxes or levies required by any revenue or Governmental authority for whatever |
reason in respect of Customers Accounts.
(b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting.
(c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether
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such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customers failure to comply with the terms of this paragraph, or (y) Banks own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Banks failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Banks negligent acts or omissions.
| 8.2 | Tax Reclaims. |
| (a) Subject to the provisions of this Section, Bank shall apply for a reduction of withholding | |
| tax | and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited |
to the Securities Account that Bank believes may be available.
(b) The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information.
(c) Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customers tax position or status in any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim.
9. TERMINATION
(a) Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customers receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Banks sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination
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pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.
(b) In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination.
10. MISCELLANEOUS
10.1 Notices.
Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.
10.2 Successors and Assigns.
This Agreement shall be binding on each of the parties successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
10.3 Interpretation.
Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.
10.4 Entire Agreement.
This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the Prior Agreement), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered
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to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
| 10.5 | Information Concerning Deposits at Bank. |
| (a) Under U.S. federal law, deposit accounts that the Customer maintains in Banks foreign | |
| branches | (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event |
of Banks liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.
(b) Banks London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Banks London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Banks London Branch provides services in the event that they suffer a financial loss as a direct consequence of Banks London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000.
(c) In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customers Cash Account to the extent that such loss is directly attributable to Customers investments in that market.
10.6 Confidentiality.
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such partys counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.
10.7 Data Privacy and Security.
Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any
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reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.
Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.
Bank shall respond to Customers reasonable requests for information concerning Banks information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Banks discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.
Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Banks information security program.
Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer (Breach of Security); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Banks other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Banks ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customers ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.
For these purposes, personal information shall mean (i) an individuals name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account
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number, (f) passport number, or (g) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing personal information shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
10.8 Business Continuity and Disaster Recovery.
Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.
10.9 Insurance.
Bank shall not be required to maintain any insurance coverage for the benefit of Customer.
10.10 Governing Law and Jurisdiction, Certification of Residency.
This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New Yorks principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Banks obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
| 10.11 | Severability and Waiver. |
| (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in | |
| any | respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and |
enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
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(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.
10.12 Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Signature page to follow.]
24
EXHIBIT 1
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Fixed Income Securities Funds Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund Vanguard Long-Term Investment-Grade Fund Vanguard REIT II Index Fund Vanguard Ultra-Short-Term Bond Fund
Vanguard Index Funds
Vanguard Growth Index Fund Vanguard Mid-Cap Growth Index Fund Vanguard Mid-Cap Value Index Fund Vanguard Small-Cap Index Fund Vanguard Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Government Bond Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Government Bond Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Government Bond Index Fund
Vanguard Specialized Funds
Vanguard Dividend Appreciation Index Fund Vanguard Health Care Fund Vanguard Precious Metals and Mining Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Valley Forge Funds Vanguard Balanced Index Fund
Vanguard Variable Insurance Funds Global Bond Index Portfolio Total Bond Market Index Portfolio
Total International Stock Market Index Portfolio
Vanguard Wellesley Income Fund Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Fund Vanguard Global Wellington Fund Vanguard International Growth Fund
The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund
Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund Vanguard U.S. Value Fund
Vanguard Montgomery Funds Vanguard Market Neutral Fund
Vanguard Morgan Growth Fund Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund
Vanguard Tax-Managed Funds
Vanguard Developed Markets Index Fund
Vanguard Trustees Equity Fund
Vanguard Emerging Markets Select Stock Fund Vanguard International Value Fund
Vanguard Variable Insurance Funds Balanced Portfolio Capital Growth Portfolio Diversified Value Portfolio Equity Income Portfolio Equity Index Portfolio Growth Portfolio International Portfolio Mid-Cap Index Portfolio REIT Index Portfolio Small Company Growth Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund
Vanguard International Dividend Appreciation Index Fund Vanguard International High Dividend Yield Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund
Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard FTSE Social Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
APPENDIX 1
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):
| A. | Opinions of local counsel concerning: |
_X_ i. Whether applicable foreign law would restrict the access afforded Customers independent public accountants to books and records kept by an eligible foreign custodian located in that country.
| _X_ | ii. Whether applicable foreign law would restrict the Customers ability to recover its |
Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
_X_ iii. Whether applicable foreign law would restrict the Customers ability to recover
Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
| B. | Written information concerning: |
| _X_ | i. | The | foreseeability | of | expropriation, | nationalization, | freezes, | or | confiscation | of |
Customers Financial Assets.
| _X_ | ii. Whether difficulties in converting Customers cash and cash equivalents to U.S. dollars |
| are reasonably foreseeable. | |
| C. | A market report with respect to the following topics: |
| (i) | securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) |
securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information:
Market flashes, including with respect to changes in the information in market reports.
ANNEX A - Electronic Access
1. Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the Products) and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.
2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the Data) for the Customers internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customers Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.
3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Banks software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4. In cases where Banks website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customers inability to access or use the Products via Banks website in the absence of Banks gross negligence, fraud or willful misconduct.
5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Banks right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customers usage of the Products or Banks website (including, but not limited to, general usage
data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customers confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.
6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) junk mail, spam, chain letters or unsolicited mass distribution of e-mail.
7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customers behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.
8. Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the Privacy Regulations). The Privacy Regulations may include, as applicable, the Federal Privacy of Consumer Financial Information Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.
9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.
SCHEDULE 1 AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
| MARKET | SUBCUSTODIAN | CASH CORRESPONDENT BANK |
| ARGENTINA | HSBC Bank Argentina S.A. | HSBC Bank Argentina S.A. |
| Bouchard 680, 9th Floor | Buenos Aires | |
| C1106ABJ Buenos Aires | ||
| ARGENTINA | ||
| AUSTRALIA | JPMorgan Chase Bank, N.A.** | Australia and New Zealand Banking |
| Level 31, 101 Collins Street | Group Ltd. | |
| Melbourne 3000 | Melbourne | |
| AUSTRALIA | ||
| AUSTRIA | UniCredit Bank Austria AG | J.P. Morgan AG** |
| Julius Tandler Platz 3 | Frankfurt am Main | |
| A 1090 Vienna | ||
| AUSTRIA | ||
| BAHRAIN | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited |
| Road No 2832 | Al Seef | |
| Al Seef 428 | ||
| BAHRAIN | ||
| BANGLADESH | Standard Chartered Bank | Standard Chartered Bank |
| Portlink Tower | Dhaka | |
| Level 6, 67 Gulshan Avenue | ||
| Gulshan | ||
| Dhaka 1212 | ||
| BANGLADESH | ||
| BELGIUM | BNP Paribas Securities Services S.C.A. | J.P. Morgan A.G.** |
| Central Plaza Building | Frankfurt am Main | |
| Rue de Loxum, 25 | ||
| 7th Floor | ||
| 1000 Brussels | ||
| BELGIUM | ||
| BERMUDA | HSBC Bank Bermuda Limited | HSBC Bank Bermuda Limited |
| 6 Front Street | Hamilton | |
| Hamilton HM 11 | ||
| BERMUDA | ||
| BOTSWANA | Standard Chartered Bank Botswana Limited | Standard Chartered Bank Botswana |
| 5th Floor, Standard House | Limited | |
| P.O. Box 496 | Gaborone | |
| Queens Road, The Mall | ||
| Gaborone | ||
| BOTSWANA | ||
| BRAZIL | J.P. Morgan S.A. DTVM** | J.P. Morgan S.A. DTVM** |
| Av. Brigadeiro Faria Lima, 3729, Floor 06 | Sao Paulo | |
| Sao Paulo SP 04538 905 | ||
| BRAZIL | ||
| BULGARIA | Citibank Europe plc | ING Bank N.V. |
| Serdika Offices | Sofia | |
| 10th Floor | ||
| 48 Sitnyakovo Blvd | ||
| Sofia 1505 | ||
| BULGARIA | ||
| CANADA | Canadian Imperial Bank of Commerce | Royal Bank of Canada |
| 1 York Street, Suite 900 | Toronto | |
| Toronto Ontario M5J 0B6 | ||
| CANADA | ||
| Royal Bank of Canada | ||
| 155 Wellington Street West, | ||
| Toronto Ontario M5V 3L3 | ||
| CANADA | ||
| CHILE | Banco Santander Chile | Banco Santander Chile |
| Bandera 140, Piso 4 | Santiago | |
| Santiago | ||
| CHILE | ||
| CHINA A | HSBC Bank (China) Company Limited | HSBC Bank (China) Company Limited |
| SHARE | 33/F, HSBC Building, Shanghai ifc | Shanghai |
| 8 Century Avenue, Pudong | ||
| Shanghai 200120 | ||
| THE PEOPLE'S REPUBLIC OF CHINA | ||
| CHINA B | HSBC Bank (China) Company Limited | JPMorgan Chase Bank, N.A.** |
| SHARE | 33/F, HSBC Building, Shanghai ifc | New York |
| 8 Century Avenue, Pudong | ||
| Shanghai 200120 | JPMorgan Chase Bank, N.A.** | |
| THE PEOPLE'S REPUBLIC OF CHINA | Hong Kong | |
| CHINA | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| CONNECT | 48th Floor, One Island East | Hong Kong |
| 18 Westlands Road, Quarry Bay | ||
| HONG KONG | ||
| COLOMBIA | Cititrust Colombia S.A. | Cititrust Colombia S.A. |
| Carrera 9 A # 99 02, 3rd floor | Bogotá | |
| Bogota | ||
| COLOMBIA | ||
| *COSTA RICA* | Banco BCT, S.A. | Banco BCT, S.A. |
| 150 Metros Norte de la Catedral | San Jose | |
| Metropolitana | ||
| Edificio BCT | ||
| San Jose | ||
| COSTA RICA |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| CROATIA | Privredna banka Zagreb d.d. | Zagrebacka banka d.d. |
| Radnicka cesta 50 | Zagreb | |
| 10000 Zagreb | ||
| CROATIA | ||
| CYPRUS | HSBC Bank plc | J.P. Morgan AG** |
| 109 111, Messogian Ave. | Frankfurt am Main | |
| 115 26 Athens | ||
| GREECE | ||
| CZECH | UniCredit Bank Czech Republic and Slovakia, | Ceskoslovenska obchodni banka, a.s. |
| REPUBLIC | a.s. | Prague |
| BB Centrum FILADELFIE | ||
| Zeletavska 1525 1 | ||
| 140 92 Prague 1 | ||
| CZECH REPUBLIC | ||
| DENMARK | Nordea Bank AB (publ) | Nordea Bank AB (publ) |
| Christiansbro | Copenhagen | |
| Strandgade 3 | ||
| P.O. Box 850 | ||
| DK 0900 Copenhagen | ||
| DENMARK | ||
| EGYPT | Citibank, N.A. | Citibank, N.A. |
| 4 Ahmed Pasha Street | Cairo | |
| Garden City | ||
| Cairo | ||
| EGYPT | ||
| ESTONIA | Swedbank AS | J.P. Morgan AG** |
| Liivalaia 8 | Frankfurt am Main | |
| 15040 Tallinn | ||
| ESTONIA | ||
| FINLAND | Nordea Bank AB (publ) | J.P. Morgan AG** |
| Aleksis Kiven katu 3 5 | Frankfurt am Main | |
| FIN 00020 NORDEA Helsinki | ||
| FINLAND | ||
| FRANCE | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| 3, rue d'Antin | Frankfurt am Main | |
| 75002 Paris | ||
| FRANCE | ||
| GERMANY | Deutsche Bank AG | J.P. Morgan AG** |
| Alfred Herrhausen Allee 16 24 | Frankfurt am Main | |
| D 65760 Eschborn | ||
| GERMANY | ||
| J.P. Morgan AG#** | ||
| Taunustor 1 (TaunusTurm) | ||
| 60310 Frankfurt am Main | ||
| GERMANY | ||
| # Custodian for local German custody clients | ||
| only. | ||
| GHANA | Standard Chartered Bank Ghana Limited | Standard Chartered Bank Ghana Limited |
| Accra High Street | Accra | |
| P.O. Box 768 | ||
| Accra | ||
| GHANA | ||
| GREECE | HSBC Bank plc | J.P. Morgan AG** |
| Messogion 109 111 | Frankfurt am Main | |
| 11526 Athens | ||
| GREECE | ||
| HONG KONG | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 48th Floor, One Island East | Hong Kong | |
| 18 Westlands Road, Quarry Bay | ||
| HONG KONG | ||
| HUNGARY | Deutsche Bank AG | ING Bank N.V. |
| Hold utca 27 | Budapest | |
| H 1054 Budapest | ||
| HUNGARY | ||
| *ICELAND* | Islandsbanki hf. | Islandsbanki hf. |
| Kirkjusandur 2 | Reykjavik | |
| IS 155 Reykjavik | ||
| ICELAND | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| INDIA | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 6th Floor, Paradigm B Wing | Mumbai | |
| Mindspace, Malad (West) | ||
| Mumbai 400 064 | ||
| INDIA | ||
| INDONESIA | PT Bank HSBC Indonesia | PT Bank HSBC Indonesia |
| Menara Mulia 25th Floor | Jakarta | |
| Jl. Jendral Gatot Subroto Kav. 9 11 | ||
| Jakarta 12930 | ||
| INDONESIA | ||
| IRELAND | JPMorgan Chase Bank, N.A.** | J.P. Morgan AG** |
| 25 Bank Street, Canary Wharf | Frankfurt am Main | |
| London E14 5JP | ||
| UNITED KINGDOM | ||
| ISRAEL | Bank Leumi le Israel B.M. | Bank Leumi le Israel B.M. |
| 35, Yehuda Halevi Street | Tel Aviv | |
| 65136 Tel Aviv | ||
| ISRAEL | ||
| ITALY | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Piazza Lina Bo Bardi, 3 | Frankfurt am Main | |
| 20124 Milan | ||
| ITALY | ||
| JAPAN | Mizuho Bank, Ltd. | JPMorgan Chase Bank, N.A.** |
| 2 15 1, Konan | Tokyo | |
| Minato ku | ||
| Tokyo 108 6009 | ||
| JAPAN | ||
| The Bank of Tokyo Mitsubishi UFJ, Ltd. | ||
| 1 3 2 Nihombashi Hongoku cho | ||
| Chuo ku | ||
| Tokyo 103 0021 | ||
| JAPAN | ||
| JORDAN | Standard Chartered Bank | Standard Chartered Bank |
| Shmeissani Branch | Amman | |
| Al Thaqafa Street | ||
| Building # 2 | ||
| P.O. Box 926190 | ||
| Amman | ||
| JORDAN | ||
| KAZAKHSTAN | JSC Citibank Kazakhstan | Subsidiary Bank Sberbank of Russia Joint |
| Park Palace, Building A, Floor 2 | Stock Company | |
| 41 Kazybek Bi | Almaty | |
| Almaty 050010 | ||
| KAZAKHSTAN | ||
| KENYA | Standard Chartered Bank Kenya Limited | Standard Chartered Bank Kenya Limited |
| Chiromo | Nairobi | |
| 48 Westlands Road | ||
| Nairobi 00100 | ||
| KENYA | ||
| KUWAIT | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited |
| Kuwait City, Sharq Area | Safat | |
| Abdulaziz Al Sager Street | ||
| Al Hamra Tower, 37F | ||
| Safat 13017 | ||
| KUWAIT | ||
| LATVIA | Swedbank AS | J.P. Morgan AG** |
| Balasta dambis 1a | Frankfurt am Main | |
| Riga LV 1048 | ||
| LATVIA | ||
| LITHUANIA | AB SEB Bankas | J.P. Morgan AG** |
| 12 Gedimino pr. | Frankfurt am Main | |
| LT 2600 Vilnius | ||
| LITHUANIA | ||
| LUXEMBOURG | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| 33, Rue de Gasperich | Frankfurt am Main | |
| L 5826 Hesperange | ||
| LUXEMBOURG | ||
| *MALAWI* | Standard Bank Limited, Malawi | Standard Bank Limited, Malawi |
| 1st Floor Kaomba House | Blantyre | |
| Cnr Glyn Jones Road & Victoria Avenue | ||
| Blantyre | ||
| MALAWI | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| MALAYSIA | HSBC Bank Malaysia Berhad | HSBC Bank Malaysia Berhad |
| 2 Leboh Ampang | Kuala Lumpur | |
| 12th Floor, South Tower | ||
| 50100 Kuala Lumpur | ||
| MALAYSIA | ||
| MAURITIUS | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| HSBC Centre | Ebene | |
| 18 Cybercity | ||
| Ebene | ||
| MAURITIUS | ||
| MEXICO | Banco Nacional de Mexico, S.A. | Banco Santander (Mexico), S.A. |
| Act. Roberto Medellin No. 800 3er Piso Norte | Mexico, D.F. | |
| Colonia Santa Fe | ||
| 01210 Mexico, D.F. | ||
| MEXICO | ||
| MOROCCO | Société Générale Marocaine de Banques | Attijariwafa Bank S.A. |
| 55 Boulevard Abdelmoumen | Casablanca | |
| Casablanca 20100 | ||
| MOROCCO | ||
| NAMIBIA | Standard Bank Namibia Limited | The Standard Bank of South Africa |
| 2nd Floor, Town Square Building | Limited | |
| Corner of Werner List and Post Street Mall | Johannesburg | |
| P.O. Box 3327 | ||
| Windhoek | ||
| NAMIBIA | ||
| NETHERLANDS | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Herengracht 595 | Frankfurt am Main | |
| 1017 CE Amsterdam | ||
| NETHERLANDS | ||
| NEW ZEALAND | JPMorgan Chase Bank, N.A.** | Westpac Banking Corporation |
| Level 13, 2 Hunter Street | Wellington | |
| Wellington 6011 | ||
| NEW ZEALAND | ||
| NIGERIA | Stanbic IBTC Bank Plc | Stanbic IBTC Bank Plc |
| Plot 1712 | Lagos | |
| Idejo Street | ||
| Victoria Island | ||
| Lagos | ||
| NIGERIA | ||
| NORWAY | Nordea Bank AB (publ) | Nordea Bank AB (publ) |
| Essendropsgate 7 | Oslo | |
| P.O. Box 1166 | ||
| NO 0107 Oslo | ||
| NORWAY | ||
| OMAN | HSBC Bank Oman S.A.O.G. | HSBC Bank Oman S.A.O.G. |
| 2nd Floor Al Khuwair | Seeb | |
| P.O. Box 1727 PC 111 | ||
| Seeb | ||
| OMAN | ||
| PAKISTAN | Standard Chartered Bank (Pakistan) Limited | Standard Chartered Bank (Pakistan) |
| P.O. Box 4896 | Limited | |
| Ismail Ibrahim Chundrigar Road | Karachi | |
| Karachi 74000 | ||
| PAKISTAN | ||
| PERU | Citibank del Perú S.A. | Banco de Crédito del Perú |
| Av. Canaval y Moreryra 480 Piso 3 | Lima | |
| San Isidro | ||
| Lima 27 | ||
| PERU | ||
| PHILIPPINES | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| 7/F HSBC Centre | Taguig City | |
| 3058 Fifth Avenue West | ||
| Bonifacio Global City | ||
| 1634 Taguig City | ||
| PHILIPPINES | ||
| POLAND | Bank Handlowy w. Warszawie S.A. | mBank S.A. |
| ul. Senatorska 16 | Warsaw | |
| 00 923 Warsaw | ||
| POLAND | ||
| PORTUGAL | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Avenida D.João II, Lote 1.18.01, Bloco B, | Frankfurt am Main | |
| 7º andar | ||
| 1998 028 Lisbon | ||
| PORTUGAL | ||
| QATAR | HSBC Bank Middle East Limited | The Commercial Bank (P.Q.S.C.) |
| 2nd Floor, Ali Bin Ali Tower | Doha | |
| Building 150 (Airport Road) | ||
| P.O. Box 57 | ||
| Doha | ||
| QATAR | ||
| ROMANIA | Citibank Europe plc | ING Bank N.V. |
| 145 Calea Victoriei | Bucharest | |
| 1st District | ||
| 010072 Bucharest | ||
| ROMANIA | ||
| RUSSIA | J.P. Morgan Bank International (Limited | JPMorgan Chase Bank, N.A.** |
| Liability Company)** | New York | |
| 10, Butyrsky Val | ||
| White Square Business Centre | ||
| Floor 12 | ||
| Moscow 125047 | ||
| RUSSIA | ||
| SAUDI ARABIA | HSBC Saudi Arabia | HSBC Saudi Arabia |
| 2/F HSBC Building | Riyadh | |
| 7267 Olaya Street North, Al Murooj | ||
| Riyadh 12283 2255 | ||
| SAUDI ARABIA | ||
| SERBIA | Unicredit Bank Srbija a.d. | Unicredit Bank Srbija a.d. |
| Rajiceva 27 29 | Belgrade | |
| 11000 Belgrade | ||
| SERBIA | ||
| SINGAPORE | DBS Bank Ltd | Oversea Chinese Banking Corporation |
| 10 Toh Guan Road | Singapore | |
| DBS Asia Gateway, Level 04 11 (4B) | ||
| 608838 | ||
| SINGAPORE | ||
| SLOVAK | UniCredit Bank Czech Republic and Slovakia, | J.P. Morgan AG** |
| REPUBLIC | a.s. | Frankfurt am Main |
| Sancova 1/A | ||
| SK 813 33 Bratislava | ||
| SLOVAK REPUBLIC | ||
| SLOVENIA | UniCredit Banka Slovenija d.d. | J.P. Morgan AG** |
| Smartinska 140 | Frankfurt am Main | |
| SI 1000 Ljubljana | ||
| SLOVENIA | ||
| SOUTH AFRICA | FirstRand Bank Limited | The Standard Bank of South Africa |
| 1 Mezzanine Floor, 3 First Place, Bank City | Limited | |
| Cnr Simmonds and Jeppe Streets | Johannesburg | |
| Johannesburg 2001 | ||
| SOUTH AFRICA | ||
| SOUTH KOREA | Standard Chartered Bank Korea Limited | Standard Chartered Bank Korea Limited |
| 47 Jongro, Jongro Gu | Seoul | |
| Seoul 03160 | ||
| SOUTH KOREA | ||
| Kookmin Bank Co., Ltd. | Kookmin Bank Co., Ltd. | |
| 84, Namdaemun ro, Jung gu | Seoul | |
| Seoul 100 845 | ||
| SOUTH KOREA | ||
| SPAIN | Santander Securities Services, S.A. | J.P. Morgan AG** |
| Ciudad Grupo Santander | Frankfurt am Main | |
| Avenida de Cantabria, s/n | ||
| Edificio Ecinar, planta baja | ||
| Boadilla del Monte | ||
| 28660 Madrid | ||
| SPAIN | ||
| SRI LANKA | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| 24 Sir Baron Jayatillaka Mawatha | Colombo | |
| Colombo 1 | ||
| SRI LANKA | ||
| SWEDEN | Nordea Bank AB (publ) | Svenska Handelsbanken |
| Hamngatan 10 | Stockholm | |
| SE 105 71 Stockholm | ||
| SWEDEN | ||
| SWITZERLAND | UBS Switzerland AG | UBS Switzerland AG |
| 45 Bahnhofstrasse | Zurich | |
| 8021 Zurich | ||
| SWITZERLAND | ||
| TAIWAN | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 8th Floor, Cathay Xin Yi Trading Building | Taipei | |
| No. 108, Section 5, Xin Yi Road | ||
| Taipei 11047 | ||
| TAIWAN | ||
| *TANZANIA* | Stanbic Bank Tanzania Limited | Stanbic Bank Tanzania Limited |
| Stanbic Centre | Dar es Salaam | |
| Corner Kinondoni and A.H. Mwinyi Roads | ||
| P.O. Box 72648 | ||
| Dar es Salaam | ||
| TANZANIA | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| THAILAND | Standard Chartered Bank (Thai) Public | Standard Chartered Bank (Thai) Public |
| Company Limited | Company Limited | |
| 14th Floor, Zone B | Bangkok | |
| Sathorn Nakorn Tower | ||
| 90 North Sathorn Road Bangrak | ||
| Silom, Bangrak | ||
| Bangkok 10500 | ||
| THAILAND | ||
| TRINIDAD AND | Republic Bank Limited | Republic Bank Limited |
| TOBAGO | 9 17 Park Street | Port of Spain |
| Port of Spain | ||
| TRINIDAD AND TOBAGO | ||
| TUNISIA | Banque Internationale Arabe de Tunisie, S.A. | Banque Internationale Arabe de Tunisie, |
| 70 72 Avenue Habib Bourguiba | S.A. | |
| P.O. Box 520 | Tunis | |
| Tunis 1000 | ||
| TUNISIA | ||
| TURKEY | Citibank A.S. | JPMorgan Chase Bank, N.A.** |
| Inkilap Mah., Yilmaz Plaza | Istanbul | |
| O. Faik Atakan Caddesi No: 3 | ||
| 34768 Umraniye, Istanbul | ||
| TURKEY | ||
| UGANDA | Standard Chartered Bank Uganda Limited | Standard Chartered Bank Uganda Limited |
| 5 Speke Road | Kampala | |
| P.O. Box 7111 | ||
| Kampala | ||
| UGANDA | ||
| *UKRAINE* | PJSC Citibank | PJSC Citibank |
| 16 G Dilova Street | Kiev | |
| 03150 Kiev | ||
| UKRAINE | JPMorgan Chase Bank, N.A.** | |
| New York |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| UNITED ARAB | HSBC Bank Middle East Limited | The National Bank of Abu Dhabi |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | Abu Dhabi |
| ADX | P.O. Box 502601 | |
| Dubai | ||
| UNITED ARAB EMIRATES | ||
| UNITED ARAB | HSBC Bank Middle East Limited | The National Bank of Abu Dhabi |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | Abu Dhabi |
| DFM | P.O. Box 502601 | |
| Dubai | ||
| UNITED ARAB EMIRATES | ||
| UNITED ARAB | HSBC Bank Middle East Limited | JPMorgan Chase Bank, N.A. ** |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | New York |
| NASDAQ | P.O. Box 502601 | |
| DUBAI | Dubai | |
| UNITED ARAB EMIRATES | ||
| UNITED | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| KINGDOM | 25 Bank Street, Canary Wharf | London |
| London E14 5JP | ||
| UNITED KINGDOM | ||
| Deutsche Bank AG Depository and Clearing | Varies by currency | |
| Centre | ||
| 10 Bishops Square | ||
| London E1 6EG | ||
| UNITED KINGDOM | ||
| UNITED | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| STATES | 4 New York Plaza | New York |
| New York NY 10004 | ||
| UNITED STATES | ||
| URUGUAY | Banco Itaú Uruguay S.A. | Banco Itaú Uruguay S.A. |
| Zabala 1463 | Montevideo | |
| 11000 Montevideo | ||
| URUGUAY | ||
| VENEZUELA | Citibank, N.A. | Citibank, N.A. |
| Avenida Casanova | Caracas | |
| Centro Comercial El Recreo | ||
| Torre Norte, Piso 19 | ||
| Caracas 1050 | ||
| VENEZUELA | ||
| VIETNAM | HSBC Bank (Vietnam) Ltd. | HSBC Bank (Vietnam) Ltd. | |
| Centre Point | Ho Chi Minh City | ||
| 106 Nguyen Van Troi Street | |||
| Phu Nhuan District | |||
| Ho Chi Minh City | |||
| VIETNAM | |||
| *WAEMU | Standard Chartered Bank Côte dIvoire SA | Standard Chartered Bank Côte dIvoire SA | |
| BENIN, | 23 Boulevard de la Republique 1 | Abidjan | |
| BURKINA | 01 B.P. 1141 | ||
| FASO, GUINEA | Abidjan 17 | ||
| BISSAU, IVORY | IVORY COAST | ||
| COAST, MALI, | |||
| NIGER, | |||
| SENEGAL, | |||
| TOGO* | |||
| *RESTRICTED SERVICE ONLY. | PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR | ||
| FURTHER INFORMATION* | |||
| ZAMBIA | Standard Chartered Bank Zambia Plc | Standard Chartered Bank Zambia Plc | |
| Standard Chartered House | Lusaka | ||
| Cairo Road | |||
| P.O. Box 32238 | |||
| Lusaka 10101 | |||
| ZAMBIA | |||
| *ZIMBABWE* | Stanbic Bank Zimbabwe Limited | Stanbic Bank Zimbabwe Limited | |
| Stanbic Centre, 3rd Floor | Harare | ||
| 59 Samora Machel Avenue | |||
| Harare | |||
| ZIMBABWE | |||
| *RESTRICTED SERVICE ONLY. | PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR | ||
| FURTHER INFORMATION* | |||
| ** J.P. Morgan affiliate | Correspondent banks are listed for information only. | ||
This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
| SCHEDULE 3 SECURITIES DEPOSITORIES | ||
| Market | Depository | Instruments |
| ARGENTINA | CVSA | Equity, Corporate Debt, Government Debt |
| (Caja de Valores S.A.) | ||
| AUSTRALIA | ASX Settlement | Equity |
| (ASX Settlement Pty Limited) | ||
| Austraclear | Corporate Debt, Government Debt | |
| (Austraclear Limited) | ||
| AUSTRIA | OeKB CSD GmbH | Equity, Corporate Debt, Government Debt |
| (Oesterreichische Kontrollbank CSD | ||
| GmbH) | ||
| BAHRAIN | CSD | Equity, Corporate Debt |
| (Bahrain Bourse - Clearing, Settlement and | ||
| Central Depository) | ||
| BANGLADESH | BB | Government Debt |
| (Bangladesh Bank) | ||
| CDBL | Equity, Corporate Debt | |
| (Central Depository Bangladesh Limited) | ||
| BELGIUM | Euroclear Belgium | Equity, Corporate Debt |
| (Euroclear Belgium SA/NV) | ||
| NBB | Corporate Debt, Government Debt | |
| (The National Bank of Belgium) | ||
| BERMUDA | BSD | Equity, Corporate Debt, Government Debt |
| (Bermuda Stock Exchange - Bermuda | ||
| Securities Depository) | ||
| BOTSWANA | BoB | Government Debt |
| (Bank of Botswana) | ||
| CSDB | Equity, Corporate Debt | |
| (Central Securities Depository of Botswana | ||
| Ltd) | ||
| BRAZIL | BM&FBOVESPA | Equity |
| (B3 S.A. - BM&FBOVESPA) | ||
| CETIP | Corporate Debt | |
| (B3 S.A. - CETIP) | ||
| SELIC | Government Debt | |
| (Banco Central do Brasil - Sistema Especial | ||
| de Liquidação e Custódia) | ||
| BULGARIA | CDAD | Equity, Corporate Debt |
| (Central Depository AD) | ||
| BNB | Government Debt | |
| (Bulgarian National Bank) | ||
| CANADA | CDS Clearing | Equity, Corporate Debt, Government Debt |
| (CDS Clearing and Depository Services | ||
| Inc.) | ||
| CHILE | DCV | Equity, Corporate Debt, Government Debt |
| (Depósito Central de Valores S.A.) | ||
| CHINA A-SHARE | CSDCC | Equity, Corporate Debt, Government Debt |
| (China Securities Depository and Clearing | ||
| Corporation Limited) | ||
| SCH | Short-term Corporate Debt | |
| (Shanghai Clearing House) | ||
| CCDC | Corporate Debt, Government Debt | |
| (China Central Depository & Clearing Co., | ||
| Ltd.) | ||
| CHINA B-SHARE | CSDCC | Equity |
| (China Securities Depository and Clearing | ||
| Corporation Limited) | ||
| CHINA | HKSCC - for China Connect | Equity |
| CONNECT | (Hong Kong Securities Clearing Company | |
| Limited) | ||
| COLOMBIA | DCV | Government Debt |
| (Banco de la Républica de Colombia - | ||
| Depósito Central de Valores) | ||
| DECEVAL | Equity, Corporate Debt, Government Debt | |
| (Depósito Centralizado de Valores de | ||
| Colombia S.A.) | ||
| COSTA RICA | InterClear | Equity, Corporate Debt, Government Debt |
| (InterClear, S.A.) | ||
| CROATIA | SKDD | Equity, Corporate Debt, Government Debt |
| (Sredinje klirinko depozitarno drutvo | ||
| d.d.) | ||
| CYPRUS | CDCR | Equity, Corporate Debt, Government Debt |
| (Cyprus Stock Exchange - Central | ||
| Depository and Central Registry) | ||
| CZECH | CNB | Short-Term Corporate Debt, Short-Term |
| REPUBLIC | (Ceská národní banka) | Government Debt |
| CDCP | Equity, Long-Term Corporate Debt, Long- | |
| (Centrální depozitár cenných papíru, a.s.) | Term Government Debt | |
| DENMARK | VP | Equity, Corporate Debt, Government Debt |
| (VP Securities A/S) | ||
| EGYPT | MCDR | Equity, Corporate Debt, Treasury Bonds |
| (Misr for Central Clearing, Depository and | ||
| Registry) | ||
| CBE | Treasury Bills | |
| (Central Bank of Egypt) | ||
| ESTONIA | ECSD | Equity, Corporate Debt, Government Debt |
| (Eesti Väärtpaberikeskus AS) | ||
| FINLAND | Euroclear Finland | Equity, Corporate Debt, Government Debt |
| (Euroclear Finland Oy) | ||
| FRANCE | Euroclear France | Equity, Corporate Debt, Government Debt |
| (Euroclear France SA) | ||
| GERMANY | CBF | Equity, Corporate Debt, Government Debt |
| (Clearstream Banking AG) | ||
| GHANA | CSD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository (GH) Ltd.) | ||
| GREECE | BoG | Government Debt |
| (Bank of Greece) | ||
| ATHEXCSD | Equity, Corporate Debt | |
| (Hellenic Central Securities Depository) | ||
| HONG KONG | HKSCC | Equity, Corporate Debt, Government Debt |
| (Hong Kong Securities Clearing Company | ||
| Limited) | ||
| CMU | Corporate Debt, Government Debt | |
| (Hong Kong Monetary Authority - Central | ||
| Moneymarkets Unit) | ||
| HUNGARY | KELER | Equity, Corporate Debt, Government Debt |
| (Központi Elszámolóház és Értéktár | ||
| (Budapest) Zrt.) | ||
| ICELAND | Nasdaq CSD Iceland hf. | Equity, Corporate Debt, Government Debt |
| (Nasdaq verðbréfamiðstöð hf.) | ||
| INDIA | NSDL | Equity, Corporate Debt |
| (National Securities Depository Limited) | ||
| CDSL | Equity, Corporate Debt | |
| (Central Depository Services (India) | ||
| Limited) | ||
| RBI | Government Debt | |
| (Reserve Bank of India) | ||
| INDONESIA | KSEI | Equity, Corporate Debt, Government Debt* |
| (PT Kustodian Sentral Efek Indonesia) | (*acts as sub-registry) | |
| BI | Government Debt | |
| (Bank Indonesia) | ||
| INTERNATIONAL | Euroclear Bank | Internationally Traded Debt, Equity |
| SECURITIES | (Euroclear Bank SA/NV) | |
| MARKET | ||
| CBL | Internationally Traded Debt, Equity | |
| (Clearstream Banking S.A.) | ||
| IRELAND | EUI | Equity, Corporate Debt |
| (Euroclear U.K. & Ireland Limited) | ||
| ISRAEL | TASE-CH | Equity, Corporate Debt, Government Debt |
| (Tel-Aviv Stock Exchange Clearing House | ||
| Ltd.) | ||
| ITALY | Monte Titoli | Equity, Corporate Debt, Government Debt |
| (Monte Titoli S.p.A.) | ||
| JAPAN | JASDEC | Equity, Corporate Debt |
| (Japan Securities Depository Center, | ||
| Incorporated) | ||
| BOJ | Government Debt | |
| (Bank of Japan) | ||
| JORDAN | SDC | Equity, Corporate Debt |
| (Securities Depository Center) | ||
| KAZAKHSTAN | KACD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository Joint-Stock | ||
| Company) | ||
| KENYA | CDS | Government Debt |
| (Central Bank of Kenya - Central | ||
| Depository System) | ||
| CDSC | Equity, Corporate Debt | |
| (Central Depository and Settlement | ||
| Corporation Limited) | ||
| KUWAIT | KCC | Equity, Corporate Debt |
| (The Kuwait Clearing Company K.S.C.) | ||
| LATVIA | LCD | Equity, Corporate Debt, Government Debt |
| (Latvian Central Depository) | ||
| LITHUANIA | CSDL | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository of | ||
| Lithuania) | ||
| LUXEMBOURG | CBL | Equity, Corporate Debt, Government Debt |
| (Clearstream Banking S.A.) | ||
| MALAYSIA | Bursa Depository | Equity, Corporate Debt |
| (Bursa Malaysia Depository Sdn Bhd) | ||
| BNM | Government Debt | |
| (Bank Negara Malaysia) | ||
| MAURITIUS | CDS | Equity, Corporate Debt |
| (Central Depository & Settlement Co. Ltd) | ||
| BOM | Government Debt | |
| (Bank of Mauritius) | ||
| MEXICO | Indeval | Equity, Corporate Debt, Government Debt |
| (S.D. Indeval S.A. de C.V.) | ||
| MOROCCO | Maroclear | Equity, Corporate Debt, Government Debt |
| (Maroclear) | ||
| NETHERLANDS | Euroclear Nederland | Equity, Corporate Debt, Government Debt |
| (Euroclear Nederland) | ||
| NEW ZEALAND | NZCSD | Equity, Corporate Debt, Government Debt |
| (New Zealand Central Securities | ||
| Depository Limited) | ||
| NIGERIA | CSCS | Equity, Corporate Debt |
| (Central Securities Clearing System Plc) | ||
| CBN | Government Debt | |
| (Central Bank of Nigeria) | ||
| NORWAY | VPS | Equity, Corporate Debt, Government Debt |
| (Verdipapirsentralen ASA) | ||
| OMAN | MCD | Equity, Corporate Debt, Government Debt |
| (Muscat Clearing and Depository Co. | ||
| (S.A.O.C)) | ||
| PAKISTAN | SBP | Government Debt |
| (State Bank of Pakistan) | ||
| CDC | Equity, Corporate Debt | |
| (Central Depository Company of Pakistan | ||
| Limited) | ||
| PERU | CAVALI | Equity, Corporate Debt, Government Debt |
| (CAVALI S.A. I.C.L.V.) | ||
| PHILIPPINES | PDTC | Equity, Corporate Debt |
| (Philippine Depository and Trust | ||
| Corporation) | ||
| RoSS | Government Debt | |
| (Bureau of Treasury - Registry of Scripless | ||
| Securities) | ||
| POLAND | KDPW | Equity, Corporate Debt, Long-Term |
| (Krajowy Depozyt Papierów | Government Debt | |
| Wartosciowych S.A.) | ||
| RPW | Short-Term Government Debt | |
| (National Bank of Poland - Registry of | ||
| Securities) | ||
| PORTUGAL | INTERBOLSA | Equity, Corporate Debt, Government Debt |
| (Sociedade Gestora de Sistemas de | ||
| Liquidação e de Sistemas Centralizados de | ||
| Valores Mobiliários, S.A.) | ||
| QATAR | QCSD | Equity, Government Debt |
| (Qatar Central Securities Depository) | ||
| ROMANIA | CD S.A. | Equity, Corporate Debt |
| (Central Depository S.A.) | ||
| NBR | Government Debt | |
| (National Bank of Romania) | ||
| RUSSIA | NSD | Equity, Corporate Debt, Government Debt |
| (National Settlement Depository) | ||
| SAUDI ARABIA | SDCC | Equity, Corporate Debt, Government Debt |
| (Securities Depository Center Company) | ||
| SERBIA | CSD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository and Clearing | ||
| House) | ||
| SINGAPORE | CDP | Equity, Corporate Debt, Government |
| (The Central Depository (Pte) Limited) | Securities | |
| MAS | Government Securities | |
| (Monetary Authority of Singapore) | ||
| SLOVAK | CDCP | Equity, Corporate Debt, Government Debt |
| REPUBLIC | (Centrálny depozitár cenných papierov SR, | |
| a.s.) | ||
| SLOVENIA | KDD | Equity, Corporate Debt, Government Debt |
| (Centralna klirinko depotna dru~ba d.d.) | ||
| SOUTH AFRICA | Strate | Equity, Corporate Debt, Government Debt |
| (Strate (Pty) Limited) | ||
| SOUTH KOREA | KSD | Equity, Corporate Debt, Government Debt |
| (Korea Securities Depository) | ||
| SPAIN | IBERCLEAR | Equity, Corporate Debt, Government Debt |
| (Sociedad de Sistemas) | ||
| SRI LANKA | CDS | Equity, Corporate Debt |
| (Central Depository Systems (Pvt.) Ltd.) | ||
| LankaSecure | Government Debt | |
| (Central Bank of Sri Lanka - LankaSecure) | ||
| SWEDEN | Euroclear Sweden | Equity, Corporate Debt, Government Debt |
| (Euroclear Sweden AB) | ||
| SWITZERLAND | SIS | Equity, Corporate Debt, Government Debt |
| (SIX SIS AG) | ||
| TAIWAN | TDCC | Equity, Corporate Debt |
| (Taiwan Depository and Clearing | ||
| Corporation) | ||
| CBC | Government Debt | |
| (Central Bank of the Republic of China | ||
| (Taiwan)) | ||
| TANZANIA | CDS | Equity, Corporate Debt |
| (Dar es Salaam Stock Exchange Central | ||
| Depository System) | ||
| THAILAND | TSD | Equity, Corporate Debt, Government Debt |
| (Thailand Securities Depository Company | ||
| Limited) | ||
| TRINIDAD AND | TTCD | Equity, Corporate Debt, Government Debt |
| TOBAGO | (Trinidad and Tobago Central Depository | |
| Limited) | ||
| TUNISIA | Tunisie Clearing | Equity, Corporate Debt, Government Debt |
| (Tunisie Clearing) | ||
| TURKEY | CBRT | Government Debt |
| (Türkiye Cumhuriyet Merkez Bankasi | ||
| A.S.) | ||
| CRA | Equity, Corporate Debt, Government Debt | |
| (Merkezi Kayit Kurulusu A.S.) | ||
| UGANDA | CSD | Government Debt |
| (Bank of Uganda - Central Securities | ||
| Depository) | ||
| SCD | Equity, Corporate Debt | |
| (Uganda Securities Exchange - Securities | ||
| Central Depository) | ||
| UKRAINE | NDU | Equity, Corporate Debt |
| (National Depository of Ukraine) | ||
| UNITED ARAB | ADX | Equity, Corporate Debt, Government Debt |
| EMIRATES - ADX | (Abu Dhabi Securities Exchange) | |
| UNITED ARAB | DFM | Equity, Corporate Debt, Government Debt |
| EMIRATES - DFM | (Dubai Financial Market) | |
| UNITED ARAB | NASDAQ Dubai | Corporate Debt |
| EMIRATES - | (NASDAQ Dubai Limited) | |
| NASDAQ DUBAI | ||
| UNITED | EUI | Equity, Corporate Debt, Government Debt |
| KINGDOM | (Euroclear U.K. & Ireland Limited) | |
| UNITED STATES | FRB | Government Debt, Mortgage Backed |
| (Federal Reserve Bank) | Securities | |
| DTC | Equity, Corporate Debt | |
| (Depository Trust Company) | ||
| URUGUAY | BCU | Government Debt |
| (Banco Central del Uruguay) | ||
| VENEZUELA | CVV | Equity, Corporate Debt |
| (Caja Venezolana de Valores, S.A.) | ||
| BCV | Government Debt | |
| (Banco Central de Venezuela) | ||
| VIETNAM | VSD | Equity, Corporate Debt, Government Debt |
| (Vietnam Securities Depository) | ||
| WAEMU - BENIN, | DC/BR | Equity, Corporate Debt, Government Debt |
| BURKINA FASO, | (Le Dépositaire Central / Banque de | |
| GUINEA-BISSAU, | Règlement) | |
| IVORY COAST, | ||
| MALI, NIGER, | ||
| SENEGAL, TOGO | ||
| ZAMBIA | LuSE CSD | Equity, Corporate Debt, Treasury Bonds |
| (Lusaka Stock Exchange Central Shares | ||
| Depository) | ||
| BoZ | Government Debt | |
| (Bank of Zambia) | ||
| ZIMBABWE | CDC | Equity |
| (Chengetedzai Depository Company | ||
| Limited) | ||
This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
EXHIBIT 1Amendment 2
The following is an amendment, dated as of December 22, 2017 (Amendment), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the Agreement), by and between JPMorgan Chase Bank, N.A. (Bank) and each open-end management investment company listed on Exhibit 1 thereto (each, a Trust). This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a Fund) listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds Vanguard GNMA Fund Vanguard REIT II Index Fund Vanguard Index Funds
Vanguard Extended Market Index Fund1 Vanguard Mid-Cap Growth Index Fund Vanguard Mid-Cap Index Fund1 Vanguard Mid-Cap Value Index Fund Vanguard Small-Cap Growth Index Fund1 Vanguard Small-Cap Index Fund Vanguard Small-Cap Value Index Fund1 Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund2
Vanguard Malvern Funds Vanguard Core Bond Fund2
Vanguard Institutional Intermediate-Term Bond Fund2 Vanguard Institutional Short-Term Bond Fund2
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund Vanguard REIT Index Fund1 Vanguard STAR Funds Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard STAR Fund2 Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund1 Vanguard Tax-Managed Small-Cap Fund1
Vanguard Trustees Equity Fund Vanguard Diversified Equity Fund1 Vanguard International Value Fund2 Vanguard Valley Forge Funds Vanguard Balanced Index Fund Vanguard Managed Payout Fund1 Vanguard Variable Insurance Funds Conservative Allocation Portfolio1
Equity Index Portfolio2
Global Bond Index Portfolio
Mid-Cap Index Portfolio2
Moderate Allocation Portfolio1
REIT Index Portfolio2
Total International Stock Market Index Portfolio Total Stock Market Index Portfolio1
Vanguard Wellington Fund Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund2 Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Income Fund Vanguard Global Wellington Fund
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1 Effective on or about February 20, 2018, or as otherwise agreed by the parties.
2 Effective on or about March 22, 2018, or as otherwise agreed by the parties.
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund Vanguard Global Equity Fund Vanguard Strategic Equity Fund Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund Vanguard Structured Broad Market Fund Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 1000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund
Vanguard Trustees Equity Fund
Vanguard Emerging Markets Select Stock Fund Vanguard International Value Fund
Vanguard Variable Insurance Funds Vanguard Balanced Portfolio Vanguard Capital Growth Portfolio Vanguard Diversified Value Portfolio Vanguard Equity Income Portfolio Vanguard Equity Index Portfolio Vanguard Growth Portfolio Vanguard Mid-Cap Index Portfolio Vanguard REIT Index Portfolio Vanguard Small Company Growth Portfolio Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund
Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard FTSE Social Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Value Index Fund Vanguard Telecommunications Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
| JPMORGAN CHASE BANK, N.A. | EACH OF THE OPEN-END MANAGEMENT | |
| INVESTMENT COMPANIES LISTED ON | ||
| EXHIBIT 1 HERETO | ||
| By: | By: | |
| Name: | Name: | Thomas J. Higgins |
| Title: | Title: | Chief Financial Officer |
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the Fund), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the Custodian). Each Fund and the Custodian agree that this Agreement merges, integrates and supersedes all prior agreements, side letters and understandings between the parties with respect to the matters contained herein; provided, however, that the continuation of any other agreements that may reference the Master Custodian Agreement between the Custodian and the Fund dated prior to the date hereof (Prior Agreement) is not intended to be affected by the fact of this amendment and restatement of the Master Custodian Agreement, and reference in such other agreements to a Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
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 intending to be legally bound hereby agree as follows:
SECTION 1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT
Each Fund hereby employs the Custodian as a custodian of assets of the Portfolios, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (domestic securities) and securities which the Fund, on behalf of the applicable Portfolio desires to be held outside the United States (foreign securities). Each Fund, on behalf of its Portfolio(s), agrees to deliver to the Custodian all securities, other financial assets and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities or other financial assets owned by the Portfolio(s) from time to time, and the cash consideration received by it for such Shares as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio which is not received by it or which is delivered out in accordance with Proper Instructions (as such term is defined in Section 8 hereof) including, without limitation, Portfolio property (i) held by brokers, private bankers or other entities on behalf of the Portfolio (each a Local Agent), (ii) held by Special Sub-Custodians (as such term is defined in Section 6 hereof), (iii) held by entities which have advanced monies to or on behalf of the Portfolio and which have received Portfolio property as security for such advance(s) (each a Pledgee), or (iv) delivered or otherwise removed from the custody of the Custodian (a) in connection with any Free Trade (as such term is defined in Sections 2.2(14) and 2.6(7) hereof) or (b) pursuant to Special Instructions (as such term is defined in Section 8 hereof). With
respect to uncertificated shares (the Underlying Shares) of (i) registered investment companies (as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended from time to time (the 1940 Act)), whether in the same group of investment companies (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act) or otherwise, including pursuant to Section 12(d)(1)(F) of the 1940 Act or (ii) investment companies or other pooled investment vehicles that are not registered pursuant to the 1940 Act (the entities listed in clauses (i) and (ii) being hereinafter sometimes referred to as the Underlying Portfolios) the holding of confirmation statements that identify the shares as being recorded in the Custodians name on behalf of the Portfolios will be deemed custody for purposes hereof.
Upon receipt of Proper Instructions, the Custodian shall from time to time employ one or more sub-custodians located in the United States for a Fund on behalf of the applicable Portfolio(s. The Custodian may place and maintain each 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). Except as precluded by Section 8-501(d) of the Uniform Commercial Code (UCC), the Custodian shall hold all securities and other financial assets, other than cash, of a Portfolio that are delivered to it in a securities account with the Custodian for and in the name of such Portfolio and shall treat all such assets other than cash as financial assets as those terms are used in the UCC. The Custodian shall identify on its books and records as belonging to a Portfolio the securities and other financial assets, constituting Portfolio assets held by (a) the Custodian, its delegates and sub-custodians, (b) a U.S. Securities System, or (c) an Underlying Transfer Agent in accordance with Section 2.10. To the extent that the Custodian or any of its sub-custodians holds securities constituting the Portfolios assets in an omnibus account that is identified as belonging to the Custodian for the benefit of its customers, the records of the Custodian shall identify which of such securities constitute a Portfolios assets.
SECTION 2.2 DELIVERY OF SECURITIES. The Custodian shall release and deliver domestic securities and other financial assets owned by a Portfolio held by the Custodian, in a U.S. Securities System account of the Custodian or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the Portfolio in accordance with customary or established market practices and procedures, including, without limitation, delivery to the purchaser thereof or to a dealer therefor (or an agent of such purchaser or dealer) against expectation of receiving later payment;
2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;
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3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;
4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the 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;
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12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the Exchange Act) and a member of the Financial Industry Regulatory Authority, Inc. (FINRA), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund on behalf of a Portfolio;
13) For delivery in accordance with the provisions of any agreement among a Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (the CFTC) and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Fund on behalf of a Portfolio;
14) Upon the sale or other delivery of such investments (including, without limitation, to one or more (a) Special Sub-Custodians or (b) additional custodians appointed by the Fund, and communicated to the Custodian from time to time via a writing duly executed by an authorized officer of the Fund, for the purpose of engaging in repurchase agreement transactions(s), each a Repo Custodian), and prior to receipt of payment therefor, as set forth in written Proper Instructions (such delivery in advance of payment, along with payment in advance of delivery made in accordance with Section 2.6(7), as applicable, shall each be referred to herein as a Free Trade), provided that such Proper Instructions shall set forth (a) the securities of the Portfolio to be delivered and (b) the person(s) to whom delivery of such securities shall be made;
15) Upon receipt of instructions from the 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 or other financial assets held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of a Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered management investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Agreement shall be
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in street name or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts to timely collect income due the Fund on such securities and shall utilize its best efforts to timely notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
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 and other financial assets held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. The Custodian shall credit income to the Portfolio as such income is received or in accordance with the Custodians then current payable date income schedule. The Custodian may reverse any income credited by the Custodian to a Portfolio after the Custodian reasonably determines that actual payment of income will not occur in due course, and the Custodian may charge the Portfolio a rate agreed upon by the parties for the amount of unpaid income credited to the Portfolio. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.
The Custodian shall notify a Fund, at the frequency agreed upon by the parties, in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolios of a Fund is not received by the Custodian when due. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and agree upon any compensation and expenses payable to the Custodian as a result of taking such measures. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default.
SECTION 2.6 PAYMENT OF FUND MONIES. The Custodian shall pay out monies of a Portfolio as
provided in Section 5 and otherwise upon receipt of Proper Instructions on behalf of the applicable
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Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) in accordance with customary or established market practices and procedures, including, without limitation, delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of a purchase of Underlying Shares, in accordance with the conditions set forth in Section 2.10 hereof; (d) in the case of repurchase agreements entered into between the applicable Fund on behalf of a Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of FINRA, (i) against delivery of the securities either in certificate form or through an entry crediting the 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
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Trade), provided that such Proper Instructions shall also set forth (a) the amount of such payment and (b) the person(s) to whom such payment is made;
8) For payment as initial or variation margin in connection with futures or options on futures contracts entered into by the Fund on behalf of the Portfolio; and
9) For any other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying (a) the amount of such payment and (b) the person or persons to whom such payment is to be made.
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 appointment of any agent shall not relieve the Custodian of any of its duties or obligations hereunder and the Custodian shall be fully responsible and liable for the actions and omissions of any agent (which shall not be deemed to be U.S. Securities Systems, Special Sub-Custodians, U.S. sub-custodians designated pursuant to the last paragraph of Section 1, or Foreign Sub-Custodians and sub-custodians and other agents of the Fund or Portfolio) appointed hereunder. The Underlying Transfer Agent shall not be deemed an agent or sub-custodian of the Custodian for purposes of this Section 2.7 or any other provision of this Agreement.
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, in the case of a deposit account, or securities and other financial assets (other than cash), in the case of a securities account, of the Portfolio and collateral provided to the Portfolio by its counterparties, including securities maintained in an account by the Custodian pursuant to Section 2.8 hereof, (a) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the FINRA, relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (b) in accordance with the provisions of any agreement among the Fund, on behalf of the Portfolio, the Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the CFTC or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (c) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contract options thereon purchased or sold by the Portfolio, (d) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the SEC), or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (e) for any other purpose in accordance with Proper Instructions.
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:
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1) Upon receipt of a confirmation or statement from an Underlying Transfer Agent that such Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Portfolio, the Custodian shall identify by book-entry that such Underlying Shares are being held by it as custodian for the benefit of such Portfolio.
2) In respect of the purchase of Underlying Shares for the account of a Portfolio, upon receipt of Proper Instructions, the Custodian shall pay out monies of such Portfolio as so directed, and record such payment from the account of such Portfolio on the 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. The Custodian shall deliver to a Fund all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of a Funds Portfolios that are received by the Custodian, any sub-custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any sub-custodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Proper Instructions, neither the Custodian nor any sub-custodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions, the Custodian shall promptly notify (subject to market practices and rules) a Fund. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.
SECTION 2.13 COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 2.3, the Custodian shall transmit promptly to a Fund for each Portfolio all written information received by the Custodian from issuers of the securities and other financial assets being held for the Portfolio, including among other things, maturities of domestic securities and notices of exercise of call and put options. The Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer.
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The Custodian shall also transmit promptly to the Fund for each Portfolio all written information received by the Custodian regarding any class action or other collective litigation relating to Portfolio securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodians services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.
SECTION 2.14 EXERCISE OF RIGHTS; TENDER OFFERS. Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership (Mandatory Corporate Actions), and shall promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing.
In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a Voluntary Corporate Action), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy, or if a copy is not available, a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.
SECTION 2.15 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
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financial infrastructure (including any Eligible Securities Depository operating in the country), nationalization, expropriation, currency restrictions, prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
Eligible Foreign Custodian has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
Eligible Securities Depository has the meaning set forth in section (b)(1) of Rule 17f-7.
Foreign Assets means any of the Portfolios investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios transactions in such investments.
Foreign Custody Manager has the meaning set forth in section (a)(3) of Rule 17f-5.
Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.
Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.
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. The Custodian will assist a Fund in satisfying the account opening requirements for a country as may be reasonably requested by the Fund. Following the receipt of Proper Instructions directing the Foreign
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Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn, and such withdrawal shall be deemed to be effective, and the Custodian shall cease to be the Foreign Custody Manager with respect to such Portfolio with respect to that country as of the date that is ninety days (or such other period to which the parties may agree in writing) after receipt of any such Proper Instructions by the Foreign Custody Manager.
The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Ninety days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the 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
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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 (unless a higher standard of care is required by Rule 17f-5). Notwithstanding the foregoing, the Custodian acting as Foreign Custody Manager of the Portfolio is subject to the standard of care set forth in Section 16 of this Agreement.
3.2.7 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.
3.2.9 CERTIFICATION REGARDING ELIGIBLE FOREIGN CUSTODIANS. Each report presented to a Funds Board by the Custodian pursuant to Section 3.2.5 above shall be accompanied by a certificate representing that (a) the Custodian has established a system to monitor the appropriateness of maintaining a Portfolios Foreign Assets with each Eligible Foreign Custodian pursuant to paragraph (c)(1) of Rule 17f-5 and to monitor the performance of each Eligible Foreign Custodian under the sub-custodian agreement between the Custodian and the Eligible Foreign Custodian, (b) the Custodian has monitored all Eligible Foreign Custodians and each Eligible Foreign Custodian continues to be an Eligible Foreign Custodian, (c) each Eligible Foreign Custodian continues to provide the standard of care set forth in Section 3.2.6 hereof, after considering all relevant factors, including without limitation, those factors set forth in paragraph (c)(1) of Rule 17f-5, (d) all foreign custody agreements between the Custodian and the Eligible Foreign Custodians continue to meet the requirements of paragraph (c)(2) of Rule 17f-5, (e) since the submission of the last report pursuant to Section 3.2.5 above, there have been no material adverse changes to the Custodians foreign custody network or arrangements other than those reported to the Board or other governing body or entity of the Fund, on behalf of itself or its applicable Portfolios, in the accompanying report or notified to the Fund through the Custodians Global Market Bulletins, distributed to designated officers of the Fund and available on the Custodians internet client portal, my.statestreet.com (which information shall be included in the accompanying report to the Board), and (f) the information included in the report is true, accurate and complete in all material respects.
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
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promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1 (unless a higher standard of care is required by Rule 17f-7). Notwithstanding the foregoing, the Custodian, in performing the duties set forth in Section 3.3.1, is subject to the standard of care set forth in Section 16 of this Agreement.
SECTION 3.4 LOCAL REGULATORY MATTERS. The Custodian shall assist a Fund in complying with regulations and market practices of jurisdictions other than the United States of America applicable to a Funds Foreign Assets as the Fund may reasonably request from time to time. Such assistance may include, but not be limited to, soliciting information and guidance from depositories, exchanges and regulators; obtaining legal opinions at the expense of the relevant Fund but only after a Fund has been notified and agrees in writing to the amount of such expenses; acting as a Funds representative (if required by local law) in making filings; and providing such other assistance with respect to its Foreign Assets as a Fund may reasonably request. Based on what the Custodian considers to be reasonably reliable sources of information, including its Eligible Foreign Custodians, Custodian shall inform a Fund as to the Custodians understanding of a Funds rights, duties and obligations under regulations and market practices of jurisdictions other than the United States of America in connection with actions taken by a Fund or the Custodian, including, but not limited to, corporate actions involving a Funds securities.
SECTION 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE PORTFOLIOS TO BE HELD OUTSIDE THE UNITED STATES
SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:
Foreign Securities System means an Eligible Securities Depository listed on Schedule B hereto.
Foreign Sub-Custodian means a foreign banking institution serving as an Eligible Foreign Custodian.
SECTION 4.2 HOLDING SECURITIES. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities and other financial assets held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities and other financial assets of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
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.
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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
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applicable Proper Instructions shall set forth (A) the foreign securities to be delivered and (B) the person or persons to whom delivery shall be made;
(xii) In connection with the lending of foreign securities; and
(xiii) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the foreign securities to be delivered and (B) the person or persons to whom delivery of such securities shall be made.
4.4.2 PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may
be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:
(i) Upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;
(ii) In connection with the conversion, exchange or surrender of foreign securities of the Portfolio;
(iii) For the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;
(v) In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(vi) Upon the purchase of foreign investments including, without limitation, repurchase agreement transactions involving delivery of Portfolio monies to Repo Custodian(s), as a Free Trade, provided that applicable Proper Instructions shall set forth (A) the amount of such payment and (B) the person or persons to whom payment shall be made;
(vii) For payment of part or all of the dividends received in respect of securities sold short;
(viii) In connection with the borrowing or lending of foreign securities; and
(ix) For any other purpose, but only upon receipt of Proper Instructions specifying (A) the amount of such payment and (B) the person or persons to whom such payment is to be made.
4.4.3 MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the
contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery
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of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer but in all events subject to the standard of care set forth in Section 16 of this Agreement.
The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.
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 Portfolio cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. The foregoing constitutes the disclosure required by Massachusetts General Laws, Chapter 167D, Section 36.
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 and shall credit such income, as collected, to the applicable Portfolio. The Custodian shall notify the Fund, at the frequency agreed to by the parties, in writing by facsimile transmission, electronic communication or in such other manner as the Fund and Custodian may agree in writing, if any amount payable with respect to portfolio securities or other assets of the Portfolio of a Fund are not received by the Custodian when due. The Custodian shall not be responsible for the collection of amounts due and payable with respect to portfolio securities or other assets that are in default. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.
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Income on securities loaned other than from the 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.
The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject to the laws, regulations and practical constraints that may exist in the country where such securities are issued. In the event that the Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify the Fund. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Foreign Sub-Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Portfolio regarding any class action or other collective litigation relating to the Portfolios foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for the Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. Unless otherwise agreed to by the parties, the Custodians services with respect to class actions do not extend beyond the timely forwarding of written information so received by the Custodian.
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
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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 Portfolios or any transaction related thereto. The Custodian shall withhold or cause to withhold the amount of tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution with respect to any domestic security or foreign security and proceeds or income from the sale or other transfer of any domestic security or foreign security in custody at the Custodian. The Custodian shall assist the Fund with respect to any claim for exemption or reclaim under the tax laws of the designated countries listed on Schedule A upon request by a Fund. In providing such services, the Custodian does not act as the Funds tax adviser or tax counsel.
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 Subject to the relevant requirements of Section 16, the Custodian shall have the
right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services
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when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Portfolio to the Custodian and may be debited from any cash account held for benefit of the Portfolio. Prior to any such reversal, the Custodian will provide notice to the Fund pursuant to the relevant requirements of Section 16. Following such reversal, the Custodian will promptly notify the Fund of any action taken pursuant to this Section 5.5, which notice shall include a description of the facts forming the basis for the Custodians decision to reverse the provisional credit.
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 6A.
FOREIGN EXCHANGE
SECTION 6A.1. GENERALLY. Upon receipt of Proper Instructions, which for purposes of this Section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.
SECTION 6A.2. FUND ELECTIONS. Each Fund (or its investment manager or investment advisor (Investment Advisor) acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies
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(SSGM), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications (as defined below), the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction. Client Publications means the general client publications of State Street Bank and Trust Company available from time to time to clients.
SECTION 6A.3. FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:
(i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;
(ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and
(iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.
SECTION 6A.4. TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Advisor), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.
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
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with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.
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. 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 provided that the Custodian exercised reasonable care without negligence in following or acting upon such instruction, notice, request, consent, certificate or other instrument. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of any Fund as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
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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 and to compute its net asset value. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including without limitation, the duties set forth in this Section 11 and in Section 12 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. Each Fund acknowledges that, in keeping the books of account of the Portfolio, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the 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, including such Funds independent public accountants, 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
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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 perform the services provided for in this Agreement without negligence, fraud or willful misconduct and with reasonable care. The Custodian shall be liable to a Fund for any failure by the Custodian to satisfy the foregoing standard of care. The Custodian shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence, fraud or willful misconduct, including, without limitation, acting in accordance with any Proper Instruction without negligence, fraud or willful misconduct. The indemnification obligations of this Section shall survive termination of this Agreement.
Except as may arise from the Custodians own negligence, fraud or willful misconduct or the negligence, fraud or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing (a Force Majeure Event), including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, acts of war, revolution, riots or terrorism, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, except to the extent that the Custodian fails to maintain and keep updated the business and continuity and disaster recovery plan as set forth in Section 19.7 and such failure causes such loss; (ii) errors by any Fund or its duly authorized investment manager or investment adviser in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the 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)
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delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (viii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable to a Fund for the acts or omissions of any sub-custodian selected by the Custodian, whether domestic or foreign (but excluding any Special Sub-Custodian or U.S. sub-custodian designated by a Fund pursuant to Special Instructions or Proper Instructions), to the same extent that the Custodian would be liable to the Fund as if such action or omission was performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the relevant jurisdiction at the time of the action or omission. Notwithstanding the foregoing, the Custodian shall in no event be liable for losses arising from Country Risk or from the insolvency or other financial default with respect to (a) any sub-custodian that is not an affiliate of the Custodian or (b) any depositary bank holding in a deposit account cash denominated in any currency other than an on book currency for that market.
If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form to be mutually agreed upon between such Fund and Custodian if and when necessary.
If the Custodian, its affiliates, subsidiaries or agents, advances cash or securities for any purpose (including, but not limited to, securities settlements, foreign exchange contracts and assumed settlement, but not including amounts payable to the Custodian pursuant to Section 15 of this Agreement) or in the event that the Custodian or its nominee shall incur or be assessed from a third party any taxes, charges, expenses, assessments, claims or liabilities in connection with the investment activities of a Fund and the Custodians related performance of this Agreement, except such as may arise from the Custodians or its nominees own negligent action, negligent failure to act, fraud, or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to apply available cash and to dispose of such Portfolios assets to the extent necessary to obtain reimbursement. In addition, the Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian reasonably determines that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Funds reimbursement of the relevant advances or other liabilities.
Except as may arise from the Custodians own negligence, fraud or willful misconduct, each Fund severally and not jointly shall indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, counsel fees, payments and liabilities which may be asserted against the Custodian (a) acting in accordance with any Proper Instruction or Special Instruction including, without limitation, any Proper Instruction with respect to Free Trades including, but not limited to, cost, expense, loss, damage, charge, counsel fee, payment or liability resulting from the 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.
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None of the parties shall be liable for indirect, special, incidental, punitive or consequential damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a Fund, the Custodian shall (i) promptly notify a Fund of the occurrence of such event and (ii) use its commercially reasonable efforts to cause any sub-custodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to a Fund.
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.
In connection with any termination of the Agreement for any reason whatsoever, the parties shall also reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.
If the Custodian is prevented from carrying out its obligations under the Agreement as a result of a Force Majeure Event for a period of 30 days, a Fund may terminate the Agreement by giving the Custodian not less than 30 days' notice, without prejudice to any of the rights of any party accrued prior to the date of termination; provided, however, that if the Force Majeure Event is a regional wide or market wide event that has similarly affected substantially all other providers of services to funds substantially similar to the services provided hereunder in such region or market, the Funds termination right shall only arise at such time that two (2) or more of such providers are reasonably able and have begun to recommence the provision of such services. If the Custodian recommences the provision of the affected services in all material respects prior to the exercise by a Fund of its termination right, such termination right shall lapse if the Custodian gives notice to the Fund that it has done so (and it has in fact so recommenced the provision of services) and a Fund has not already provided notice of termination prior to such notice by the Custodian that it has recommenced the services in all material respects.
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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 CONFIDENTIALITY. All information provided under this Agreement by a party (the Disclosing Party) to the other party (the Receiving Party) regarding the Disclosing Partys business and operations shall be treated as confidential. All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Partys other obligations under the Agreement or managing the internal business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any proceeding, investigation, audit, examination, subpoena, civil investigative
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demand or other similar process that is initiated, authorized, or conducted by a court of law, regulatory agency, or other governmental or administrative body with appropriate jurisdiction over either party, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information.
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;
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and (e) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it.
The Custodian hereby represents to each of the Funds, on behalf of each of such Funds Portfolios, that it (a) has and shall maintain and update a disaster recovery and business continuation plan that is reasonably designed to enable the Custodian to perform its duties and obligations set forth under this Agreement in the event of a significant business disruption affecting the Custodian, including a Force Majeure Event; (b) shall test the operability of such plan at least once every twelve (12) months and revise such plan as Custodian reasonably believes is necessary to ensure that the plan, in general, continues to be reasonably designed to enable the Custodian to perform its duties and obligations as set forth under this Agreement; and (c) shall activate such plan if Custodian reasonably believes (i) an event has occurred which would materially affect the 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. The Custodian shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. Upon reasonable request, the Custodian shall discuss with the Fund the business continuity/disaster recovery plan of the Custodian. The Custodian represents that its business continuity plan is appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act.
SECTION 19.8 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. |
| 400 Devon Park Drive, A29 | |
| Wayne, PA 19087 | |
| Attention: Chief Financial Officer | |
| Telecopy: (610) 669-6112 | |
| With a copy to: | THE VANGUARD GROUP, INC. |
| 400 Devon Park Drive, V26 | |
| Wayne, PA 19087 | |
| Attention: General Counsel | |
| Telecopy: (610) 669-6600 | |
| To the Custodian: | STATE STREET BANK AND TRUST COMPANY |
| 1 Iron Street | |
| Boston, MA 02210 | |
| Attention: Jay Fulchino | |
| Telephone: 617-662-0934 | |
Information Classification: Limited Access
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| With a copy to: | STATE STREET BANK AND TRUST COMPANY |
| Legal Division Global Services Americas | |
| One Lincoln Street | |
| Boston, MA 02111 | |
| Attention: Senior Vice President | |
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of facsimile, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, facsimile or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
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 REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodians System and Organization Controls for Service Organizations: Internal
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Control over Financial Reporting (SOC) 1 reports prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, the Custodian will furnish the Fund a gap or bridge letter that will address any material changes that might have occurred in the Custodians controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request to the Fund, the Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements.
SECTION 19.15 OPINIONS. The Custodian shall take all reasonable action, as the Fund with respect to a Portfolio may from time to time request, to obtain from year to year favorable opinions from the Funds independent accountants with respect to its activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
SECTION 19.16 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.
SECTION 19.17 PORTFOLIO BY PORTFOLIO BASIS. This Agreement is executed by a Fund with respect to each of its Portfolios and the obligations hereunder are not binding upon any of the directors, officers or shareholders of the Fund individually. Notwithstanding any other provision in this Agreement to the contrary, each and every obligation, liability or undertaking of a particular Portfolio under this Agreement shall constitute solely an obligation, liability or undertaking of, and be binding upon, such particular Portfolio and shall be payable solely from the available assets of such particular Portfolio and shall not be binding upon or affect any assets of any other Portfolio.
SECTION 19.18 SERVICE LEVEL AGREEMENTS. The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. In such event, each party will perform its obligations in accordance with any service levels that may be agreed upon by the parties in writing from time to time, subject to the terms of this Agreement
SECTION 19.19 LOAN SERVICES ADDENDUM. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.
[Signature page to follow.]
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APPENDIX A
| Vanguard California Tax-Free Funds |
| Vanguard California Intermediate-Term Tax-Exempt Fund |
| Vanguard California Long-Term Tax-Exempt Fund |
| Vanguard California Municipal Money Market Fund |
| Vanguard CMT Funds |
| Vanguard Municipal Cash Management Fund |
| Vanguard Convertible Securities Fund |
| Vanguard Convertible Securities Fund |
| Vanguard Institutional Index Funds |
| Vanguard Institutional Index Fund |
| Vanguard Malvern Funds |
| Vanguard Institutional Intermediate-Term Bond Fund |
| Vanguard Institutional Short-Term Bond Fund |
| Vanguard Massachusetts Tax-Exempt Funds |
| Vanguard Massachusetts Tax-Exempt Fund |
| Vanguard Municipal Bond Funds |
| Vanguard High-Yield Tax-Exempt Fund |
| Vanguard Intermediate-Term Tax-Exempt Fund |
| Vanguard Limited-Term Tax-Exempt Fund |
| Vanguard Long-Term Tax-Exempt Fund |
| Vanguard Municipal Money Market Fund |
| Vanguard Short-Term Tax-Exempt Fund |
| Vanguard Tax-Exempt Bond Index Fund |
| Vanguard New Jersey Tax-Free Funds |
| Vanguard New Jersey Long-Term Tax-Exempt Fund |
| Vanguard New Jersey Municipal Money Market Fund |
| Vanguard New York Tax-Free Funds |
| Vanguard New York Long-Term Tax-Exempt Fund |
| Vanguard New York Municipal Money Market Fund |
| Vanguard Ohio Tax-Free Funds |
| Vanguard Ohio Long-Term Tax-Exempt Fund |
| Vanguard Pennsylvania Tax-Free Funds |
| Vanguard Pennsylvania Long-Term Tax-Exempt Fund |
| Vanguard Pennsylvania Municipal Money Market Fund |
| Vanguard Quantitative Funds |
| Vanguard Growth and Income Fund |
| Vanguard STAR Funds |
| Vanguard STAR Fund |
A-1
| Vanguard Variable Insurance Funds |
| Balanced Portfolio |
| Diversified Value Portfolio |
| Equity Index Portfolio |
| High Yield Bond Portfolio |
| Mid-Cap Index Portfolio |
| REIT Index Portfolio |
| Small Company Growth Portfolio |
| Vanguard World Fund |
| Vanguard FTSE Social Index Fund |
A-2
| SCHEDULE A GLOBAL CUSTODY NETWORK | ||
| MARKET | SUBCUSTODIAN | ADDRESS |
| Albania | Raiffeisen Bank sh.a. | Blv. "Bajram Curri" ETC Kati 14 Tirana, Albania |
| Argentina | Citibank, N.A. | Bartolome Mitre 530 |
| 1036 Buenos Aires, Argentina | ||
| Australia | The Hongkong and Shanghai Banking | HSBC Securities Services Level 3, |
| Corporation Limited | 10 Smith St., | |
| Parramatta, NSW 2150, Australia | ||
| Austria | Deutsche Bank AG (operating through its | Fleischmarkt 1 |
| Frankfurt branch with support from its | A-1010 Vienna, Austria | |
| Vienna branch) | ||
| UniCredit Bank Austria AG | Custody Department / Dept. 8398-TZ Julius Tandler Platz 3 | |
| A-1090 Vienna, Austria | ||
| Bahrain | HSBC Bank Middle East Limited (as | 1ST Floor, Bldg. #2505 Road # 2832, Al |
| delegate of The Hongkong and Shanghai | Seef 428 Kingdom of Bahrain | |
| Banking Corporation Limited) | ||
| Bangladesh | Standard Chartered Bank | Silver Tower, Level 7 |
| 52 South Gulshan Commercial Area Gulshan 1, Dhaka 1212, | ||
| Bangladesh | ||
| Belgium | Deutsche Bank AG, Netherlands | De Entrees 99-197 |
| (operating through its Amsterdam | 1101 HE Amsterdam, Netherlands | |
| branch with support from its Brussels | ||
| branch) | ||
| Benin | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Bermuda | HSBC Bank Bermuda Limited | 6 Front Street |
| Hamilton, HM06, Bermuda | ||
| Federation of | UniCredit Bank d.d. | Zelenih beretki 24 |
| Bosnia and | 71 000 Sarajevo | |
| Herzegovina | Federation of Bosnia and Herzegovina | |
| Botswana | Standard Chartered Bank Botswana Limited | 4th Floor, Standard Chartered House Queens Road |
| The Mall | ||
| Gaborone, Botswana | ||
| Brazil | Citibank, N.A. | AV Paulista 1111 |
| São Paulo, SP 01311-920 Brazil | ||
| Bulgaria | Citibank Europe plc, Bulgaria Branch | Serdika Offices, 10th floor 48 Sitnyakovo Blvd. |
| 1505 Sofia, Bulgaria | ||
| UniCredit Bulbank AD | 7 Sveta Nedelya Square | |
| 1000 Sofia, Bulgaria | ||
| Burkina Faso | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Canada | State Street Trust Company Canada | 30 Adelaide Street East, Suite 800 Toronto, ON Canada |
| M5C 3G6 | ||
| Chile | Itaú CorpBanca S.A. | Presidente Riesco Street # 5537 Floor 18 |
| Las Condes, Santiago de Chile | ||
| Peoples | HSBC Bank (China) Company Limited | 33rd Floor, HSBC Building, Shanghai IFC 8 Century Avenue |
| Republic of | (as delegate of The Hongkong and | Pudong, Shanghai, China (200120) |
| China | Shanghai Banking Corporation Limited) | |
| China Construction Bank Corporation | No.1 Naoshikou Street Chang An Xing Rong | |
| Plaza Beijing 100032-33, China | ||
SCH A-1
| China Connect | Citibank N.A. | 39/F., Champion Tower 3 Garden Road |
| Central, Hong Kong | ||
| The Hongkong and Shanghai Banking | Level 30, | |
| Corporation Limited | HSBC Main Building 1 Queen's | |
| Road Central, Hong Kong | ||
| Standard Chartered Bank (Hong Kong) | 15th Floor Standard Chartered Tower 388 Kwun Tong Road | |
| Limited | Kwun Tong, Hong Kong | |
| Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 9A, No. 99-02 Bogotá DC, |
| Colombia | ||
| Costa Rica | Banco BCT S.A. | 160 Calle Central Edificio BCT |
| San José, Costa Rica | ||
| Croatia | Privredna Banka Zagreb d.d. | Custody Department Radni ka cesta 50 |
| 10000 Zagreb, Croatia | ||
| Zagrebacka Banka d.d. | Savska 60 | |
| 10000 Zagreb, Croatia | ||
| Cyprus | BNP Paribas Securities Services, S.C.A., | 2 Lampsakou Str. |
| Greece (operating through its Athens | 115 28 Athens, Greece | |
| branch) | ||
| Czech Republic | eskoslovenská obchodní banka, a.s. | Radlická 333/150 |
| 150 57 Prague 5, Czech Republic | ||
| UniCredit Bank Czech Republic and | BB Centrum FILADELFIE }eletavská 1525/1 | |
| Slovakia, a.s. | 140 92 Praha 4 - Michle, Czech Republic | |
| Denmark | Nordea Bank AB (publ), Sweden | Strandgade 3 |
| (operating through its branch, Nordea | 0900 Copenhagen C, Denmark | |
| Danmark, Filial af Nordea Bank AB | ||
| (publ), Sverige) | ||
| Skandinaviska Enskilda Banken AB | Bernstorffsgade 50 | |
| (publ), Sweden (operating through its | 1577 Copenhagen, Denmark | |
| Copenhagen branch) | ||
| Egypt | HSBC Bank Egypt S.A.E. | 6th Floor |
| (as delegate of The Hongkong and | 306 Corniche El Nil Maadi | |
| Shanghai Banking Corporation Limited) | Cairo, Egypt | |
| Estonia | AS SEB Pank | Tornimäe 2 |
| 15010 Tallinn, Estonia | ||
| Finland | Nordea Bank AB (publ), Sweden | Satamaradankatu 5 |
| (operating through its branch, Nordea | 00500 Helsinki, Finland | |
| Bank AB (publ), Finnish branch) | ||
| Skandinaviska Enskilda Banken AB (publ), | Securities Services Box 630 | |
| Sweden (operating through its Helsinki | SF-00101 Helsinki, Finland | |
| branch) | ||
| France | Deutsche Bank AG, Netherlands | De Entrees 99-197 |
| (operating through its Amsterdam | 1101 HE Amsterdam, Netherlands | |
| branch with support from its Paris | ||
| branch) | ||
| Republic of | JSC Bank of Georgia | 29a Gagarini Str. Tbilisi 0160, |
| Georgia | Georgia | |
| Germany | State Street Bank International GmbH | Brienner Strasse 59 |
| 80333 Munich, Germany | ||
| Deutsche Bank AG | Alfred-Herrhausen-Allee 16-24 | |
| D-65760 Eschborn, Germany | ||
| Ghana | Standard Chartered Bank Ghana Limited | P. O. Box 768 |
| 1st Floor | ||
SCH A-2
| High Street Building Accra, Ghana | ||
| Greece | BNP Paribas Securities Services, S.C.A. | 2 Lampsakou Str. |
| 115 28 Athens, Greece | ||
| Guinea-Bissau | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Hong Kong | Standard Chartered Bank (Hong Kong) | 15th Floor Standard Chartered Tower 388 Kwun Tong Road |
| Limited | Kwun Tong, Hong Kong | |
| Hungary | Citibank Europe plc Magyarországi | 7 Szabadság tér, Bank Center Budapest, H-1051 Hungary |
| Fióktelepe | ||
| UniCredit Bank Hungary Zrt. | 6th Floor Szabadság tér 5-6 | |
| H-1054 Budapest, Hungary | ||
| Iceland | Landsbankinn hf. | Austurstræti 11 |
| 155 Reykjavik, Iceland | ||
| India | Deutsche Bank AG | Block B1, 4th Floor, Nirlon Knowledge Park |
| Off Western Express Highway Goregaon (E) | ||
| Mumbai 400 063, India | ||
| The Hongkong and Shanghai Banking | 11F, Building 3, NESCO - IT Park, NESCO Complex, | |
| Corporation Limited | Western Express Highway Goregaon (East), | |
| Mumbai 400 063, India | ||
| Indonesia | Deutsche Bank AG | Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80 |
| Jakarta 10310, Indonesia | ||
| Ireland | State Street Bank and Trust Company, | 525 Ferry Road |
| United Kingdom branch | Edinburgh EH5 2AW, Scotland | |
| Israel | Bank Hapoalim B.M. | 50 Rothschild Boulevard Tel Aviv, Israel |
| 61000 | ||
| Italy | Deutsche Bank S.p.A. | Investor Services |
| Via Turati 27 3rd Floor | ||
| 20121 Milan, Italy | ||
| Ivory Coast | Standard Chartered Bank Côte dIvoire S.A. | 23, Bld de la République |
| 17 BP 1141 Abidjan 17 Côte dIvoire | ||
| Japan | Mizuho Bank, Limited | Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku |
| Tokyo 108-6009, Japan | ||
| The Hongkong and Shanghai Banking | HSBC Building | |
| Corporation Limited | 11-1 Nihonbashi 3-chome, Chuo-ku Tokyo 1030027, Japan | |
| Jordan | Standard Chartered Bank | Shmeissani Branch |
| Al-Thaqafa Street, Building # 2 | ||
| P.O. Box 926190 | ||
| Amman 11110, Jordan | ||
| Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, 41 Kazibek Bi street, |
| Almaty A25T0A1, Kazakhstan | ||
| Kenya | Standard Chartered Bank Kenya Limited | Custody Services |
| Standard Chartered @ Chiromo, Level 5 48 Westlands Road | ||
| P.O. Box 40984 00100 GPO | ||
| Nairobi, Kenya | ||
| Republic of Korea | Deutsche Bank AG | 18th Fl., Young-Poong Building 41 Cheonggyecheon-ro |
| Jongro-ku-, Seoul 03188, Korea | ||
| The Hongkong and Shanghai Banking | 5F | |
| Corporation Limited | HSBC Building #37 Chilpae-ro | |
| Jung-gu, Seoul 04511, Korea | ||
| Kuwait | HSBC Bank Middle East Limited | Kuwait City, Sharq Area Abdulaziz Al Sager Street Al Hamra |
| (as delegate of The Hongkong and | Tower, 37F | |
SCH A-3
| Shanghai Banking Corporation Limited) | P. O. Box 1683, Safat 13017, Kuwait | |
| Latvia | AS SEB banka | Unicentrs, Valdlau i |
| LV-1076 Kekavas pag., Rigas raj., Latvia | ||
| Lithuania | AB SEB bankas | Gedimino av. 12 |
| LT 2600 Vilnius, Lithuania | ||
| Malawi | Standard Bank Limited | Kaomba Centre |
| Cnr. Victoria Avenue & Sir Glyn Jones Road | ||
| Blantyre, Malawi | ||
| Malaysia | Deutsche Bank (Malaysia) Berhad | Domestic Custody Services Level 20, Menara IMC |
| 8 Jalan Sultan Ismail | ||
| 50250 Kuala Lumpur, Malaysia | ||
| Standard Chartered Bank Malaysia Berhad | Menara Standard Chartered 30 Jalan Sultan Ismail | |
| 50250 Kuala Lumpur, Malaysia | ||
| Mali | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Mauritius | The Hongkong and Shanghai Banking | 6F HSBC Centre 18 CyberCity |
| Corporation Limited | Ebene, Mauritius | |
| Mexico | Banco Nacional de México, S.A. | 3er piso, Torre Norte |
| Act. Roberto Medellín No. 800 Col. Santa Fe | ||
| Mexico, DF 01219 | ||
| Morocco | Citibank Maghreb | Zénith Millénium Immeuble1 Sidi Maârouf |
| B.P. 40 Casablanca 20190, Morocco | ||
| Namibia | Standard Bank Namibia Limited | Standard Bank Center |
| Cnr. Werner List St. and Post St. Mall 2nd Floor | ||
| Windhoek, Namibia | ||
| Netherlands | Deutsche Bank AG | De Entrees 99-197 |
| 1101 HE Amsterdam, Netherlands | ||
| New Zealand | The Hongkong and Shanghai Banking | HSBC House |
| Corporation Limited | Level 7, 1 Queen St. Auckland 1010, New | |
| Zealand | ||
| Niger | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Nigeria | Stanbic IBTC Bank Plc. | Plot 1712 Idejo St Victoria Island, |
| Lagos 101007, Nigeria | ||
| Norway | Nordea Bank AB (publ), Sweden | Essendropsgate 7 |
| (operating through its branch, Nordea | 0368 Oslo, Norway | |
| Bank AB (publ), filial i Norge) | ||
| Skandinaviska Enskilda Banken AB (publ), | P.O. Box 1843 Vika Filipstad Brygge 1 | |
| Sweden (operating through its Oslo branch) | N-0123 Oslo, Norway | |
| Oman | HSBC Bank Oman S.A.O.G. | 2nd Floor Al Khuwair PO Box 1727 PC 111 |
| (as delegate of The Hongkong and | Seeb, Oman | |
| Shanghai Banking Corporation Limited) | ||
| Pakistan | Deutsche Bank AG | Unicentre Unitowers |
| I.I. | Chundrigar Road |
| P.O. | Box 4925 |
| Karachi - 74000, Pakistan | ||
| Panama | Citibank, N.A. | Boulevard Punta Pacifica Torre de las Americas Apartado |
| Panama City, Panama 0834-00555 | ||
| Peru | Citibank del Perú, S.A. | Canaval y Moreyra 480 3rd Floor, San |
| Isidro Lima 27, Perú | ||
| Philippines | Deutsche Bank AG | Global Transaction Banking Tower One, Ayala |
SCH A-4
| Triangle 1226 Makati City, Philippines | ||
| Poland | Bank Handlowy w Warszawie S.A. | ul. Senatorska 16 |
| 00-293 Warsaw, Poland | ||
| Bank Polska Kasa Opieki S.A. | 31 Zwirki I Wigury Street | |
| 02-091, Warsaw, Poland | ||
| Portugal | Deutsche Bank AG, Netherlands | De Entrees 99-197 |
| (operating through its Amsterdam | 1101 HE Amsterdam, Netherlands | |
| branch with support from its Lisbon | ||
| branch) | ||
| Puerto Rico | Citibank N.A. | 235 Federico Costa Street, Suite 315 San Juan, Puerto Rico |
| 00918 | ||
| Qatar | HSBC Bank Middle East Limited | 2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road |
| (as delegate of The Hongkong and | Doha, Qatar | |
| Shanghai Banking Corporation Limited) | ||
| Romania | Citibank Europe plc, Dublin Romania | 8, Iancu de Hunedoara Boulevard |
| Branch | 712042, Bucharest Sector 1, Romania | |
| Russia | AO Citibank | 8-10 Gasheka Street, Building 1 |
| 125047 Moscow, Russia | ||
| Saudi Arabia | HSBC Saudi Arabia | HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283- |
| (as delegate of The Hongkong and | 2255 | |
| Shanghai Banking Corporation Limited) | Kingdom of Saudi Arabia | |
| Senegal | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Serbia | UniCredit Bank Serbia JSC | Rajiceva 27-29 |
| 11000 Belgrade, Serbia | ||
| Singapore | Citibank N.A. | 3 Changi Business Park Crescent |
| #07-00, Singapore 486026 | ||
| United Overseas Bank Limited | 156 Cecil Street | |
| FEB Building #08-03 | ||
| Singapore 069544 | ||
| Slovak Republic | UniCredit Bank Czech Republic and | \ancová 1/A |
| Slovakia, a.s. | 813 33 Bratislava, Slovak Republic | |
| Slovenia | UniCredit Banka Slovenija d.d. | martinska 140 |
| SI-1000 Ljubljana, Slovenia | ||
| South Africa | FirstRand Bank Limited | Mezzanine Floor |
| 3 First Place Bank City | ||
| Corner Simmonds & Jeppe Sts. Johannesburg 2001 | ||
| Republic of South Africa | ||
| Standard Bank of South Africa Limited | 3rd Floor, 25 Pixley Ka Isaka Seme St. Johannesburg 2001 | |
| Republic of South Africa | ||
| Spain | Deutsche Bank S.A.E. | Calle de Rosario Pino 14-16, Planta 1 |
| 28020 Madrid, Spain | ||
| Sri Lanka | The Hongkong and Shanghai Banking | 24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka |
| Corporation Limited | ||
| Republic of | UniCredit Bank d.d. | Zelenih beretki 24 |
| Srpska | 71 000 Sarajevo | |
| Federation of Bosnia and Herzegovina | ||
| Swaziland | Standard Bank Swaziland Limited | Standard House, Swazi Plaza Mbabane, |
| Swaziland H101 | ||
| Sweden | Nordea Bank AB (publ) | Smålandsgatan 17 |
| 105 71 Stockholm, Sweden | ||
SCH A-5
| Skandinaviska Enskilda Banken AB (publ) | Sergels Torg 2 | |
| SE-106 40 Stockholm, Sweden | ||
| Switzerland | Credit Suisse (Switzerland) Limited | Uetlibergstrasse 231 |
| 8070 Zurich, Switzerland | ||
| UBS Switzerland AG | Max-Högger-Strasse 80-82 | |
| CH-8048 Zurich-Alstetten, Switzerland | ||
| Taiwan - R.O.C. | Deutsche Bank AG | 296 Ren-Ai Road |
| Taipei 106 Taiwan, Republic of China | ||
| Standard Chartered Bank (Taiwan) Limited | 168 Tun Hwa North Road | |
| Taipei 105, Taiwan, Republic of China | ||
| Tanzania | Standard Chartered Bank (Tanzania) | 1 Floor, International House |
| Limited | Corner Shaaban Robert St and Garden Ave | |
| PO Box 9011 | ||
| Dar es Salaam, Tanzania | ||
| Thailand | Standard Chartered Bank (Thai) Public | Sathorn Nakorn Tower 14th Floor, Zone B |
| Company Limited | 90 North Sathorn Road | |
| Silom, Bangkok 10500, Thailand | ||
| Togo | via Standard Chartered Bank Côte dIvoire | 23, Bld de la République |
| S.A., Abidjan, Ivory Coast | 17 BP 1141 Abidjan 17 Côte dIvoire | |
| Tunisia | Union Internationale de Banques | 65 Avenue Bourguiba |
| 1000 Tunis, Tunisia | ||
| Turkey | Citibank, A.^. | Tekfen Tower |
| Eski Buyukdere Caddesi 209 Kat 3 | ||
| Levent 34394 Istanbul, Turkey | ||
| Deutsche Bank A.^. | Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4 | |
| Levent 34394 Istanbul, Turkey | ||
| Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road |
| P.O. Box 7111 | ||
| Kampala, Uganda | ||
| Ukraine | PJSC Citibank | 16-g Dilova St. |
| Kyiv 03150, Ukraine | ||
| United Arab | HSBC Bank Middle East Limited | HSBC Securities Services Emaar Square |
| Emirates Dubai | (as delegate of The Hongkong and | Level 3, Building No. 5 P O Box 502601 |
| Financial | Shanghai Banking Corporation Limited) | Dubai, United Arab Emirates |
| Market | ||
| United Arab | HSBC Bank Middle East Limited | HSBC Securities Services Emaar Square |
| Emirates Dubai | (as delegate of The Hongkong and | Level 3, Building No. 5 P O Box 502601 |
| International | Shanghai Banking Corporation Limited) | Dubai, United Arab Emirates |
| Financial Center | ||
| United Arab | HSBC Bank Middle East Limited | HSBC Securities Services Emaar Square |
| Emirates Abu | (as delegate of The Hongkong and | Level 3, Building No. 5 P O Box 502601 |
| Dhabi | Shanghai Banking Corporation Limited) | Dubai, United Arab Emirates |
| United Kingdom | State Street Bank and Trust Company, | 525 Ferry Road |
| United Kingdom branch | Edinburgh EH5 2AW, Scotland | |
| Uruguay | Banco Itaú Uruguay S.A. | Zabala 1463 |
| 11000 Montevideo, Uruguay | ||
| Venezuela | Citibank, N.A. | Centro Comercial El Recreo Torre Norte, |
| Piso 19 Avenida Casanova Caracas, | ||
| Venezuela 1050 | ||
| Vietnam | HSBC Bank (Vietnam) Limited | Centre Point |
| (as delegate of The Hongkong and | 106 Nguyen Van Troi Street Phu Nhuan District | |
| Shanghai Banking Corporation Limited) | Ho Chi Minh City, Vietnam | |
SCH A-6
| Zambia | Standard Chartered Bank Zambia Plc. | Standard Chartered House Cairo Road |
| P.O. Box 32238 | ||
| 10101, Lusaka, Zambia | ||
| Zimbabwe | Stanbic Bank Zimbabwe Limited | 3rd Floor Stanbic Centre |
| (as delegate of Standard Bank of South | 59 Samora Machel Avenue Harare, | |
| Africa Limited) | Zimbabwe | |
SCH A-7
SCHEDULE B DEPOSITORIES OPERATING IN NETWORK MARKETS
| MARKET | DEPOSITORY | TYPES OF SECURITIES |
| Albania | Bank of Albania | Government debt |
| Argentina | Caja de Valores S.A. | Equities, government and corporate bonds, and corporate money |
| market instruments | ||
| Australia | Austraclear Limited | Government securities, corporate bonds, and corporate money |
| market instruments | ||
| Austria | OeKB Central Securities | All securities listed on Wiener Börse AG, the Vienna Stock |
| Depository GmbH | Exchange (as well as virtually all other Austrian securities) | |
| Bahrain | Clearing, Settlement, Depository | Equities |
| and Registry System of the | ||
| Bahrain Bourse | ||
| Bangladesh | Bangladesh Bank | Government securities |
| Central Depository Bangladesh | Equities and corporate bonds | |
| Limited | ||
| Belgium | Euroclear Belgium | Equities and most corporate bonds |
| National Bank of Belgium | Government securities, corporate bonds, and money market | |
| instruments | ||
| Benin | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Bermuda | Bermuda Securities Depository | Equities, corporate bonds |
| Federation of | Registar vrijednosnih papira u | Equities, corporate bonds, government securities, money market |
| Bosnia and | Federaciji Bosne i Hercegovine, | instruments |
| Herzegovina | d.d. | |
| Botswana | Bank of Botswana | Government debt |
| Central Securities Depository | Equities and corporate bonds | |
| Company of Botswana Ltd. | ||
| Brazil | Central de Custódia e de | Corporate debt and money market instruments |
| Liquidação Financeira de Títulos | ||
| Privados (CETIP) | ||
| BM&F BOVESPA Depository | Equities and corporate bonds traded on-exchange | |
| Services, a department of BM&F | ||
| BOVESPA S.A. | ||
| Sistema Especial de Liquidação e | Government debt issued by the central bank and the National | |
| de Custódia (SELIC) | Treasury | |
| Bulgaria | Bulgarian National Bank | Government securities |
| Central Depository AD | Eligible equities and corporate bonds | |
| Burkina Faso | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
SCH B-1
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Canada | The Canadian Depository for | All book-entry eligible securities, including government securities, |
| Securities Limited | equities, corporate bonds, money market instruments, strip bonds, | |
| and asset- backed securities | ||
| Chile | Depósito Central de Valores S.A. | Government securities, equities, corporate bonds, mortgage-backed |
| securities, and money market instruments | ||
| Peoples | China Securities Depository and | A shares, B shares, Treasury bonds, local government bonds, |
| Republic of | Clearing Corporation Limited, | enterprise bonds, corporate bonds, open and closed-end funds, |
| China | Shanghai and Shenzhen Branches | convertible bonds, and warrants |
| China Central Depository and | Bonds traded through the China Interbank Bond Market (CIBM), | |
| Clearing Co., Ltd. | including Treasury bonds, local government bonds, policy bank | |
| bonds, central bank bills, medium-term notes, commercial paper, | ||
| enterprise bonds, and commercial bank bonds | ||
| Shanghai Clearing House | Bonds traded through the China Interbank Bond Market (CIBM), | |
| including Treasury bonds, local government bonds, policy bank | ||
| bonds, central bank bills, enterprise bonds, certain issues of | ||
| medium-term notes, commercial paper, and commercial bank | ||
| bonds | ||
| Colombia | Depósito Central de Valores | Securities issued by the central bank and the Republic of Colombia |
| Depósito Centralizado de Valores | Equities, corporate bonds, money market instruments | |
| de Colombia S.A. (DECEVAL) | ||
| Costa Rica | Interclear Central de Valores S.A. | Securities traded on Bolsa Nacional de Valores |
| Croatia | Sredinje klirinko depozitarno | Eligible equities, corporate bonds, government securities, and |
| drutvo d.d. | corporate money market instruments | |
| Cyprus | Central Depository and Central | Equities, corporate bonds, dematerialized government securities, |
| Registry | corporate money market instruments | |
| Czech Republic | Centrální depozitáY cenných | All dematerialized equities, corporate debt, and government debt, |
| papíro, a.s. | excluding Treasury bills | |
| Czech National Bank | Treasury bills | |
| Denmark | VP Securities A/S | Equities, government securities, corporate bonds, corporate money |
| market instruments, warrants | ||
| Egypt | Central Bank of Egypt | Treasury bills |
| Misr for Central Clearing, | Eligible equities, corporate bonds, and Treasury bonds | |
| Depository and Registry S.A.E. | ||
| Estonia | AS Eesti Väärtpaberikeskus | All registered equity and debt securities |
| Finland | Euroclear Finland | Equities, corporate bonds, government securities, money market |
| instruments | ||
| France | Euroclear France | Government securities, equities, bonds, and money market |
| instruments | ||
| Republic of | Georgian Central Securities | Equities, corporate bonds, and money market instruments |
| Georgia | Depository | |
| National Bank of Georgia | Government securities | |
| Germany | Clearstream Banking AG, | Equities, government securities, corporate bonds, money market |
| Frankfurt | instruments, warrants, investment funds, and index certificates | |
SCH B-2
| Ghana | Central Securities Depository | Government securities and Bank of Ghana securities; equities and |
| (Ghana) Limited | corporate bonds | |
| Greece | Bank of Greece, System for | Government debt |
| Monitoring Transactions in | ||
| Securities in Book-Entry Form | ||
| Hellenic Central Securities | Eligible listed equities, government debt, and corporate bonds | |
| Depository | ||
| Guinea-Bissau | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Hong Kong | Central Moneymarkets Unit | Government debt (i.e., exchange fund bills and notes issued by the |
| HKMA), other private debt, and money market instruments | ||
| Hong Kong Securities Clearing | Securities listed or traded on the Stock Exchange of Hong Kong | |
| Company Limited | Limited | |
| Hungary | KELER Központi Értéktár Zrt. | Government securities, equities, corporate bonds, and investment |
| fund notes | ||
| Iceland | Nasdaq verðbréfamiðstöð hf. | Government securities, equities, corporate bonds, and money |
| market instruments | ||
| India | Central Depository Services | Eligible equities, debt securities, and money market instruments |
| (India) Limited | ||
| National Securities Depository | Eligible equities, debt securities, and money market instruments | |
| Limited | ||
| Reserve Bank of India | Government securities | |
| Indonesia | Bank Indonesia | Sertifikat Bank Indonesia (central bank certificates), Surat Utang |
| Negara (government debt instruments), and Surat Perbendaharaan | ||
| Negara (Treasury bills) | ||
| PT Kustodian Sentral Efek | Equities, corporate bonds, and money market instruments | |
| Indonesia | ||
| Ireland | Euroclear UK & Ireland Limited | GBP- and EUR-denominated money market instruments |
| Euroclear Bank S.A./N.V. | Government securities | |
| Israel | Tel Aviv Stock Exchange Clearing | Government securities, equities, corporate bonds and trust fund |
| House Ltd. (TASE Clearing | units | |
| House) | ||
| Italy | Monte Titoli S.p.A. | Equities, corporate debt, government debt, money market |
| instruments, and warrants | ||
| Ivory Coast | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Japan | Bank of Japan Financial | Government securities |
| Network System | ||
| Japan Securities Depository | Equities, corporate bonds, and corporate money market instruments | |
| Center (JASDEC) Incorporated | ||
SCH B-3
| Jordan | Central Bank of Jordan | Treasury bills, government bonds, development bonds, and public |
| entity bonds | ||
| Securities Depository Center | Equities and corporate bonds | |
| Kazakhstan | Central Securities Depository | Government securities, equities, corporate bonds, and money |
| market instruments | ||
| Kenya | Central Bank of Kenya | Treasury bills and Treasury bonds |
| Central Depository and Settlement | Equities and corporate debt | |
| Corporation Limited | ||
| Republic of | Korea Securities Depository | Equities, government securities, corporate bonds and money market |
| Korea | instruments | |
| Kuwait | Kuwait Clearing Company KSC | Money market instruments, equities, and corporate bonds |
| Latvia | Latvian Central Depository | Equities, government securities, corporate bonds, and money |
| market instruments | ||
| Lebanon | Banque du Liban | Government securities and certificates of deposit issued by the |
| central bank | ||
| Custodian and Clearing Center of | Equities, corporate bonds and money market instruments | |
| Financial Instruments for Lebanon | ||
| and the Middle East (Midclear) | ||
| S.A.L. | ||
| Lithuania | Central Securities Depository of | All securities available for public trading |
| Lithuania | ||
| Malawi | Reserve Bank of Malawi | Reserve Bank of Malawi bills and Treasury bills |
| Malaysia | Bank Negara Malaysia | Treasury bills, Bank Negara Malaysia bills, Malaysian government |
| securities, private debt securities, and money market instruments | ||
| Bursa Malaysia Depository Sdn. | Securities listed on Bursa Malaysia Securities Berhad | |
| Bhd. | ||
| Mali | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Mauritius | Bank of Mauritius | Government debt (traded through primary dealers) |
| Central Depository and Settlement | Listed and unlisted equity and debt securities (corporate debt and | |
| Co. Limited | T-bills traded on the exchange) | |
| Mexico | S.D. Indeval, S.A. de C.V. | All securities |
| Morocco | Maroclear | Eligible listed equities, corporate and government debt, certificates |
| of deposit, commercial paper | ||
| Namibia | Bank of Namibia | Treasury bills |
| Netherlands | Euroclear Nederland | Government securities, equities, corporate bonds, corporate money |
| market instruments, and stripped government bonds | ||
| New Zealand | New Zealand Central Securities | Government securities, equities, corporate bonds, and money |
| Depository Limited | market instruments | |
| Niger | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
SCH B-4
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Nigeria | Central Bank of Nigeria | Treasury bills and government bonds |
| Central Securities Clearing | Equities and corporate bonds traded on the Nigeria Stock Exchange | |
| System Limited | ||
| Norway | Verdipapirsentralen | All listed securities |
| Oman | Muscat Clearing & Depository | Equities, corporate bonds, government debt |
| Company S.A.O.G. | ||
| Pakistan | Central Depository Company of | Equities and corporate bonds |
| Pakistan Limited | ||
| State Bank of Pakistan | Government securities | |
| Panama | Central Latinoamericana de | Equities, government and corporate debt, commercial paper, short- |
| Valores, | term securities | |
| S.A. (LatinClear) | ||
| Peru | CAVALI S.A. Institución de | All securities in book-entry form traded on the stock exchange |
| Compensación y Liquidación de | ||
| Valores | ||
| Philippines | Philippine Depository & Trust | Eligible equities and debt |
| Corporation | ||
| Registry of Scripless Securities | Government securities | |
| (ROSS) of the Bureau of the | ||
| Treasury | ||
| Poland | Rejestr Papierów Warto[ciowych | Treasury bills |
| Krajowy Depozyt Papierów | Equities, corporate bonds, corporate money market instruments, | |
| Warto[ciowych, S.A. | Treasury bonds, warrants, and futures contracts | |
| Portugal | INTERBOLSA - Sociedad | All local Portuguese instruments |
| Gestora de Sistemas de | ||
| Liquidação e de Sistemas | ||
| Centralizados de Valores | ||
| Mobiliários, S.A. | ||
| Qatar | Qatar Central Securities | Equities, government bonds and Treasury bills listed on the Qatar |
| Depository | Exchange | |
| Romania | National Bank of Romania | Treasury bills and bonds |
| S.C. Depozitarul Central S.A. | Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed | |
| equities, corporate bonds, government bonds, and municipal bonds | ||
| Russia | National Settlement Depository | Eligible equities, Obligatsii Federalnogo Zaima (OFZs), and |
| corporate debt denominated in RUB | ||
| Saudi Arabia | Saudi Arabian Monetary | Government securities and Saudi government development bonds |
| Authority | (SGDBs) | |
| Securities Depository Center | Equities | |
| Company | ||
| Senegal | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
SCH B-5
| Serbia | Central Securities Depository and | All instruments |
| Clearinghouse | ||
| Singapore | Monetary Authority of Singapore | Government securities |
| The Central Depository (Pte.) | Eligible listed equities and eligible private debt traded in Singapore | |
| Limited | ||
| Slovak Republic | Centrálny depozitár cenných | All dematerialized securities |
| papierov SR, a.s. | ||
| Slovenia | KDD Centralna klirinko | All publicly traded securities |
| depotna dru~ba d.d. | ||
| South Africa | Strate (Pty) Ltd. | Eligible equities, government securities, corporate bonds, money |
| market instruments, and warrants | ||
| Spain | IBERCLEAR | Government securities, equities, warrants, money market |
| instruments, and corporate bonds | ||
| Sri Lanka | Central Bank of Sri Lanka | Government securities |
| Central Depository System (Pvt) | Equities and corporate bonds | |
| Limited | ||
| Republic of | Central Registry of Securities in | Government securities, equities, and corporate and municipal bonds |
| Srpska | the Republic of Srpska JSC | |
| Swaziland | Central Bank of Swaziland | Treasury bills and Treasury bonds |
| Sweden | Euroclear Sweden | Government securities, equities, bonds, money market instruments, |
| derivatives, exchange traded funds, and warrants | ||
| Switzerland | SIX SIS AG | Government securities, equities, corporate bonds, money market |
| instruments, derivatives, mutual funds, and warrants | ||
| Taiwan - R.O.C. | Central Bank of the Republic of | Government securities |
| China (Taiwan) | ||
| Taiwan Depository and Clearing | Listed equities, short-term bills, and corporate bonds | |
| Corporation | ||
| Tanzania | Central Depository System (CDS), | Equities and corporate bonds |
| a department of the Dar es Salaam | ||
| Stock Exchange | ||
| Thailand | Thailand Securities Depository | Government securities, equities and corporate bonds |
| Company Limited | ||
| Togo | Dépositaire Central Banque de | All securities traded on Bourse Régionale des Valeurs Mobilières, |
| Règlement | the West African regional exchange, including securities from the | |
| following West African nations: Benin, Burkina Faso, Guinea- | ||
| Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo. | ||
| Banque Centrale des Etats | Treasury bills and Treasury bonds issued by the following West | |
| dAfrique de lOuest | African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory | |
| Coast, Mali, Niger, Senegal and Togo. | ||
| Tunisia | Tunisie Clearing | All eligible listed securities |
| Turkey | Central Bank of Turkey | Government securities |
| Central Registry Agency | Equities, corporate bonds, money market instruments, mutual fund | |
| certificates, exchange traded funds | ||
| Uganda | Bank of Uganda | Treasury bills and Treasury bonds |
| Securities Central Depository | Equities, corporate bonds | |
| Ukraine | National Depository of Ukraine | Equities, bonds, and money market instruments |
SCH B-6
| United Arab | Clearing, Settlement, Depository | Equities, government securities, and corporate debt |
| Emirates Abu | and Registry department of the | |
| Dhabi | Abu Dhabi Securities Exchange | |
| United Arab | Clearing, Settlement and | Equities, government securities, and corporate debt listed on the |
| Emirates | Depository Division, a department | DFM |
| Dubai Financial | of the Dubai Financial Market | |
| Market | ||
| United Arab | Central Securities Depository, | Equities, corporate bonds, and corporate money market instruments |
| Emirates | owned and operated by NASDAQ | |
| Dubai | Dubai Limited | |
| International | ||
| Financial | ||
| United Kingdom | Euroclear UK & Ireland Limited | GBP- and EUR-denominated money market instruments |
| Uruguay | Banco Central del Uruguay | Government securities |
| Venezuela | Banco Central de Venezuela | Government securities |
| Vietnam | Vietnam Securities Depository | Equities, government bonds, T-bills, corporate bonds, and public |
| fund certificates | ||
| Zambia | Bank of Zambia | Treasury bills and Treasury bonds |
| LuSE Central Shares Depository | Treasury bonds, corporate bonds, and equities | |
| Limited | ||
| Zimbabwe | Chengetedzai Depository | Equities and corporate bonds |
| Company Limited | ||
| Reserve Bank of Zimbabwe | Treasury bills and Treasury bonds | |
| TRANSNATIONAL DEPOSITORIES | ||
| Euroclear Bank S.A./N.V. | Domestic securities from more than 40 markets | |
| Clearstream Banking, S.A. | Domestic securities from more than 50 markets | |
SCH B-7
SCHEDULE C GLOBAL CUSTODY NETWORK PUBLICATIONS
| Publication / Type of Information | Brief Description | |
| (scheduled update frequency) | ||
| The Guide to Custody in World Markets | An overview of settlement and safekeeping procedures, custody practices, and | |
| (regular my.statestreet.com updates) | foreign investor considerations for the markets in which State Street offers | |
| custodial services. | ||
| Global Custody Network Review | Information relating to Foreign Subcustodians in State Streets Global | |
| (updated annually on my.statestreet.com) | Custody Network. The Review stands as an integral part of the materials that | |
| State Street provides to its U.S. mutual fund clients to assist them in | ||
| complying with SEC Rule 17f-5. The Review also gives insight into State | ||
| Streets market expansion and Foreign Subcustodian selection processes, as | ||
| well as the procedures and controls used to monitor the financial condition | ||
| and performance of our Foreign Subcustodian banks. | ||
| Securities Depository Review | Custody risk analyses of the Foreign Securities Depositories presently | |
| (updated annually on my.statestreet.com) | operating in Network markets. This publication is an integral part of the | |
| materials that State Street provides to its U.S. mutual fund clients to meet | ||
| informational obligations created by SEC Rule 17f-7. | ||
| Global Legal Survey | With respect to each market in which State Street offers custodial services, | |
| (updated annually on my.statestreet.com) | opinions relating to whether local law restricts: | |
| (i) | access of a funds independent public accountants to books and records of | |
| a Foreign Subcustodian or Foreign Securities System, | ||
| (ii) | a funds ability to recover in the event of bankruptcy or insolvency of a | |
| Foreign Subcustodian or Foreign Securities System, | ||
| (iii) | a funds ability to recover in the event of a loss by a Foreign | |
| Subcustodian or Foreign Securities System, and | ||
| (iv) | the ability of a foreign investor to convert cash and cash equivalents to | |
| U.S. dollars. | ||
| Subcustodian Agreements | Copies of the contracts that State Street has entered into with each Foreign | |
| (available on CD-ROM annually) | Subcustodian that maintains U.S. mutual fund assets in the markets in which | |
| State Street offers custodial services. | ||
| Global Market Bulletin | Information on changing settlement and custody conditions in markets where | |
| (daily or as necessary via email and on | State Street offers custodial services. Includes changes in market and tax | |
| my.statestreet.com) | regulations, depository developments, dematerialization information, as well | |
| as other market changes that may impact State Streets clients. | ||
| Foreign Custody Risk | For those markets where State Street offers custodial services that exhibit | |
| Advisories | special risks or infrastructures impacting custody, State Street maintains | |
| (provided as necessary and on | market advisories to highlight those unique market factors which might | |
| my.statestreet.com) | impact our ability to offer recognized custody service levels. | |
| Foreign Custody Manager Material | Informational letters and accompanying materials, pursuant to our role as | |
| Change Notices | Foreign Custody Manager, confirming State Streets foreign custody | |
| (quarterly or as necessary and on | arrangements, including a summary of material changes with Foreign | |
| my.statestreet.com) | Subcustodians that have occurred during the previous quarter. The notices also | |
| identify any material changes in the custodial risks associated with | ||
| maintaining assets with Foreign Securities Depositories. | ||
| Please contact [email protected] with questions about this document. | ||
| The information contained in this document has been carefully researched and is believed to be reliable as of the publication date. | ||
| Due to the complexities of the markets and changing conditions, however, State Street cannot guarantee that it is complete or | ||
| accurate in every respect. This document should not be construed or used as a substitute for appropriate legal or investment | ||
| counsel. Specific advice should be sought on matters relevant to the investment activities of the reader. This application contains | ||
| proprietary information and is fully protected by relevant copyright laws worldwide. | ||
| Copyright 2017 State Street Corporation | ||
| www.statestreet.com | ||
| SCH C-1 | ||
SCHEDULE D SPECIAL SUB-CUSTODIANS
| SPECIAL SUB-CUSTODIANS |
| *[None/Name of Special Sub-Custodian(s)] |
SCH D-1
LOAN SERVICES ADDENDUM
As used in this Addendum, the term Fund, in relation to a Loan (as defined below), includes a Portfolio on whose behalf the Fund acts with respect to the Loan.
The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, Loans), made or acquired by a Fund on behalf of one or more of its Portfolios.
SECTION 1. PAYMENT CUSTODY. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,
(a) the Fund will cause the Custodian to be named as the Funds nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and
(b) the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.
SECTION 2. MONITORING. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,
(a) the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, Loan Information) and in such form and format as the Custodian may reasonably request; and
(b) the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.
SECTION 3. EXCULPATION OF THE CUSTODIAN.
(a) Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.
LSA-1
(b) Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Funds acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.
(c) Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodians duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.
LSA-2
Execution Version
FIRST AMENDMENT TO AMENDED AND RESTATED
MASTER CUSTODIAN AGREEMENT
This first amendment dated January 18, 2018 (the Amendment) to the Amended and Restated Master Custodian Agreement dated September 15, 2017 (the Agreement) between State Street Bank and Trust Company, a Massachusetts trust company (the Custodian), and each management investment company listed on Appendix A thereto (each, a Fund). Custodian and each Fund may be referred to individually as a Party or collectively as the Parties.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The Parties hereby amend and restate Appendix A to the Agreement as set forth below:
APPENDIX A
| VANGUARD CALIFORNIA TAX-FREE FUNDS |
| Vanguard California Intermediate-Term Tax-Exempt Fund |
| Vanguard California Long-Term Tax-Exempt Fund |
| Vanguard California Municipal Money Market Fund |
| VANGUARD CHARLOTTE FUNDS |
| Vanguard Total International Bond Index Fund |
| VANGUARD CMT FUNDS |
| Vanguard Municipal Cash Management Fund |
| VANGUARD CONVERTIBLE SECURITIES FUND |
| Vanguard Convertible Securities Fund |
| VANGUARD FENWAY FUNDS |
| Vanguard PRIMECAP Core Fund |
| VANGUARD FIXED INCOME SECURITIES |
| Vanguard Intermediate-Term Investment-Grade Fund |
| Vanguard Short-Term Investment-Grade Fund |
| Vanguard High-Yield Corporate Fund |
| Vanguard Long-Term Investment-Grade Fund |
| Vanguard Ultra-Short-Term Bond Fund |
| VANGUARD EXPLORER FUND |
| Vanguard Explorer Fund |
| VANGUARD HORIZON FUNDS |
| Vanguard Global Equity Fund |
| Vanguard Strategic Equity Fund |
| Vanguard Strategic Small-Cap Equity Fund |
| VANGUARD INDEX FUNDS |
| Vanguard 500 Index Fund |
Information Classification: Limited Access
| VANGUARD INSTITUTIONAL INDEX FUNDS |
| Vanguard Institutional Index Fund |
| VANGUARD INTERNATIONAL EQUITY INDEX FUNDS |
| Vanguard Global ex-U.S. Real Estate Index Fund |
| Vanguard Total World Stock Index Fund |
| VANGUARD MALVERN FUNDS |
| Vanguard Institutional Intermediate-Term Bond Fund |
| Vanguard Institutional Short-Term Bond Fund |
| Vanguard Capital Value Fund |
| Vanguard U.S. Value Fund |
| Vanguard Emerging Markets Bond Fund |
| Vanguard Short-Term Inflation-Protected Securities Index Fund |
| VANGUARD MASSACHUSETTS TAX-EXEMPT FUNDS |
| Vanguard Massachusetts Tax-Exempt Fund |
| VANGUARD MONTGOMERY FUNDS |
| Vanguard Market Neutral Fund |
| VANGUARD MORGAN GROWTH FUND |
| Vanguard Morgan Growth Fund |
| VANGUARD MUNICIPAL BOND FUNDS |
| Vanguard High-Yield Tax-Exempt Fund |
| Vanguard Intermediate-Term Tax-Exempt Fund |
| Vanguard Limited-Term Tax-Exempt Fund |
| Vanguard Long-Term Tax-Exempt Fund |
| Vanguard Municipal Money Market Fund |
| Vanguard Short-Term Tax-Exempt Fund |
| Vanguard Tax-Exempt Bond Index Fund |
| VANGUARD NEW JERSEY TAX-FREE FUNDS |
| Vanguard New Jersey Long-Term Tax-Exempt Fund |
| Vanguard New Jersey Municipal Money Market Fund |
| VANGUARD NEW YORK TAX-FREE FUNDS |
| Vanguard New York Long-Term Tax-Exempt Fund |
| Vanguard New York Municipal Money Market Fund |
| VANGUARD OHIO TAX-FREE FUNDS |
| Vanguard Ohio Long-Term Tax-Exempt Fund |
| VANGUARD PENNSYLVANIA TAX-FREE FUNDS |
| Vanguard Pennsylvania Long-Term Tax-Exempt Fund |
| Vanguard Pennsylvania Municipal Money Market Fund |
| VANGUARD QUANTITATIVE FUNDS |
| Vanguard Growth and Income Fund |
| Information Classification: Limited Access |
Execution Version
| VANGUARD SCOTTSDALE FUND |
| Vanguard Explorer Value Fund |
| Vanguard Russell 3000 Index Fund |
| VANGUARD SPECIALIZED FUNDS |
| Dividend Appreciation Index Fund |
| Vanguard Energy Fund |
| Vanguard Health Care Fund |
| VANGUARD STAR FUNDS |
| Vanguard STAR Fund |
| VANGUARD TAX-MANAGED FUNDS |
| Vanguard Developed Markets Index Fund |
| VANGUARD TRUSTEES EQUITY FUND |
| Vanguard Alternative Strategies Fund |
| Vanguard Emerging Markets Select Stock Fund |
| VANGUARD VARIABLE INSURANCE FUNDS |
| Balanced Portfolio |
| Capital Growth Portfolio |
| Diversified Value Portfolio |
| Equity Income Portfolio |
| Equity Index Portfolio |
| Growth Portfolio |
| High Yield Bond Portfolio |
| Mid-Cap Index Portfolio |
| REIT Index Portfolio |
| International Portfolio |
| Small Company Growth Portfolio |
| VANGUARD WELLESLEY INCOME FUND |
| Vanguard Wellesley Income Fund |
| VANGUARD WHITEHALL FUNDS |
| Vanguard Emerging Markets Government Bond Index Fund |
| Vanguard Mid-Cap Growth Fund |
| Vanguard Selected Value Fund |
| VANGUARD WINDSOR FUNDS |
| Vanguard Windsor Fund |
| Vanguard Windsor II Fund |
| VANGUARD WORLD FUND |
| Vanguard Consumer Discretionary Index Fund |
| Vanguard Consumer Staples Index Fund |
| Vanguard Energy Index Fund |
| Vanguard Financials Index Fund |
| Vanguard FTSE Social Index Fund |
| Vanguard Health Care Index Fund |
| Information Classification: Limited Access |
Execution Version
| CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of |
| Vanguard Trustees Equity Fund of our reports dated December 13, 2018, relating to the financial statements |
| and financial highlights, which appear in Vanguard Diversified Equity Fund and Vanguard Emerging |
| Markets Select Stock Funds Annual Reports on Form NCSR for the year ended October 31, 2018, and of our |
| reports dated December 18, 2018, relating to the financial statements and financial highlights, which appear |
| in Vanguard Alternative Strategies Fund and Vanguard International Value Funds Annual Reports on Form |
| NCSR for the year ended October 31, 2018. We also consent to the references to us under the headings |
| Financial Statements, Service ProvidersIndependent Registered Public Accounting Firm and Financial |
| Highlights in such Registration Statement. |
| /s/PricewaterhouseCoopers LLP |
| Philadelphia, Pennsylvania |
| February 25, 2019 |
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I. INTRODUCTION
This Multiple Class Plan (the Plan) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the Funds, individually a Fund). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the 1940 Act) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (VGI). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (Fund Board), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares Admiral
Shares Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares
III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. Investor Shares
Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Investor Shares of a
1
Fund will normally be lower than the amount required for any other class of shares of that Fund. Investor Shares are typically distributed by all VGI business lines.
B. Admiral Shares
Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Funds Board. Admiral Shares are typically distributed by all VGI business lines.
C. Institutional Shares
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by 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 VGIs financial advisory services and institutional business lines.
E. Institutional Select Shares
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGIs institutional business line.
F. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors
2
who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.
G. Transition Shares
Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGIs cost of providing such services in accordance with Section VI of the Plan.
V. CONVERSION FEATURES
A. Self-Directed Conversions
1. Conversion into Investor Shares, Admiral Shares, Institutional Shares Institutional Plus Shares, and Institutional Select Shares.
Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholders accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder meets the then applicable eligibility requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs 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 VGIs receipt of the shareholders request in good order. VGI or the Fund may charge an administrative fee to
3
process conversion transactions.
B. Automatic Conversions
1. Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).
2. Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.
C. Involuntary Conversions and Cash Outs
1. Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the 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
VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and
4
distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds Service Agreement between itself and the Funds (the Agreement), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (Exemptive Orders). VGIs direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (VGI Board) as permitted under the Agreement and by the Fund Board.1
B. Class Specific Expenses
1. Expenses for Account-Based Services. Expenses associated with VGIs 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; and (ii) the percentage of total account transactions performed by VGI for each class.
(b) Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible 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.
1 In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds portfolio on a pro rata basis based on the Fund-of-Funds relative net assets invested in the underlying Funds share class.
5
C. Fund-Wide Expenses
1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the Vanguard Modified Formula, with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.
2. Asset Management Expenses. Expenses associated with management of a 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.
6
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.
Original Board Approval: July 21, 2000
Last Approved by Board: November 30, 2018
7
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Admiral Funds | ||
| | Treasury Money Market Fund | Investor |
| | S&P 500 Value Index Fund | Institutional, ETF |
| | S&P 500 Growth Index Fund | Institutional, ETF |
| | S&P MidCap 400 Index Fund | Institutional, ETF |
| | S&P MidCap 400 Value Index Fund | Institutional, ETF |
| | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
| | S&P SmallCap 600 Index Fund | Institutional, ETF |
| | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
| | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
| Vanguard Bond Index Funds | ||
| | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| | Long-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| | Total Bond Market II Index Fund | Investor, Institutional |
| | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
| Vanguard California Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Charlotte Funds | ||
| | Total International Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Select, ETF | ||
| | Global Credit Bond Fund | Investor, Admiral |
1
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Chester Funds | ||
| | PRIMECAP Fund | Investor, Admiral |
| | Target Retirement Income Fund | Investor |
| | Target Retirement 2010 Fund | Investor |
| | Target Retirement 2015 Fund | Investor |
| | Target Retirement 2020 Fund | Investor |
| | Target Retirement 2025 Fund | Investor |
| | Target Retirement 2030 Fund | Investor |
| | Target Retirement 2035 Fund | Investor |
| | Target Retirement 2040 Fund | Investor |
| | Target Retirement 2045 Fund | Investor |
| | Target Retirement 2050 Fund | Investor |
| | Target Retirement 2055 Fund | Investor |
| | Target Retirement 2060 Fund | Investor |
| | Target Retirement 2065 Fund | Investor |
| | Institutional Target Retirement Income Fund | Institutional |
| | Institutional Target Retirement 2010 Fund | Institutional |
| | Institutional Target Retirement 2015 Fund | Institutional |
| | Institutional Target Retirement 2020 Fund | Institutional |
| | Institutional Target Retirement 2025 Fund | Institutional |
| | Institutional Target Retirement 2030 Fund | Institutional |
| | Institutional Target Retirement 2035 Fund | Institutional |
| | Institutional Target Retirement 2040 Fund | Institutional |
| | Institutional Target Retirement 2045 Fund | Institutional |
| | Institutional Target Retirement 2050 Fund | Institutional |
| | Institutional Target Retirement 2055 Fund | Institutional |
| | Institutional Target Retirement 2060 Fund | Institutional |
| | Institutional Target Retirement 2065 Fund | Institutional |
| Vanguard Convertible Securities Fund | Investor | |
| Vanguard Explorer Fund | Investor, Admiral | |
| Vanguard Fenway Funds | ||
| | Equity Income Fund | Investor, Admiral |
| | Growth Equity Fund | Investor |
| | PRIMECAP Core Fund | Investor |
| Vanguard Fixed Income Securities Funds | ||
| | Ultra-Short-Term Bond Fund | Investor, Admiral |
| | Real Estate II Index Fund | Institutional Plus |
| | Short-Term Treasury Fund | Investor, Admiral |
| | Short-Term Federal Fund | Investor, Admiral |
| | Short-Term Investment-Grade Fund | Investor, Admiral, Institutional |
| | Intermediate-Term Treasury Fund | Investor, Admiral |
| | Intermediate-Term Investment-Grade Fund | Investor, Admiral |
| | GNMA Fund | Investor, Admiral |
2
| Vanguard Fund | Share Classes Authorized | |
| | Long-Term Treasury Fund | Investor, Admiral |
| | Long-Term Investment-Grade Fund | Investor, Admiral |
| | High-Yield Corporate Fund | Investor, Admiral |
| Vanguard Horizon Funds | ||
| | Capital Opportunity Fund | Investor, Admiral |
| | Global Equity Fund | Investor |
| | Strategic Equity Fund | Investor |
| | Strategic Small-Cap Equity Fund | Investor |
| Vanguard Index Funds | ||
| | 500 Index Fund | Investor, Admiral, Institutional Select, ETF |
| | Extended Market Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, ETF | ||
| | Growth Index Fund | Investor, Admiral, Institutional, ETF |
| | Large-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| | Mid-Cap Growth Index Fund | Investor, Admiral, ETF |
| | Mid-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Mid-Cap Value Index Fund | Investor, Admiral, ETF |
| | Small-Cap Growth Index Fund | Investor, Admiral, Institutional, ETF |
| | Small-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Small-Cap Value Index Fund | Investor, Admiral, Institutional, ETF |
| | Total Stock Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| | Value Index Fund | Investor, Admiral, Institutional, ETF |
| Vanguard Institutional Index Funds | ||
| | Institutional Index Fund | Institutional, Institutional Plus |
| | Institutional Total Stock Market Index Fund | Institutional, Institutional Plus |
| Vanguard International Equity Index Funds | ||
| | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| | Total World Stock Index Fund | Investor, Admiral, Institutional, ETF |
| | FTSE All World ex-US Small-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| | Global ex-U.S. Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
3
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Malvern Funds | ||
| | Capital Value Fund | Investor |
| | Short-Term Inflation-Protected Securities | |
| Index Fund | Investor, Admiral, Institutional, ETF | |
| | U.S. Value Fund | Investor |
| | Institutional Short-Term Bond Fund | Institutional Plus |
| | Institutional Intermediate-Term Bond Fund | Institutional Plus |
| | Core Bond Fund | Investor, Admiral |
| | Emerging Markets Bond Fund | Investor, Admiral |
| Vanguard Massachusetts Tax-Exempt Funds | ||
| | Massachusetts Tax-Exempt Fund | Investor |
| Vanguard Money Market Funds | ||
| | Prime Money Market Fund | Investor, Admiral |
| | Federal Money Market Fund | Investor |
| Vanguard Morgan Growth Fund | Investor, Admiral | |
| Vanguard Montgomery Funds | ||
| | Market Neutral Fund | Investor, Institutional |
| Vanguard Municipal Bond Funds | ||
| | Municipal Money Market Fund | Investor |
| | Short-Term Tax-Exempt Fund | Investor, Admiral |
| | Limited-Term Tax-Exempt Fund | Investor, Admiral |
| | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| | High-Yield Tax-Exempt Fund | Investor, Admiral |
| | Tax-Exempt Bond Index Fund | Investor, Admiral, ETF |
| Vanguard New Jersey Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard New York Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Ohio Tax-Free Funds | ||
| | Long-Term Tax-Exempt Fund | Investor |
| Vanguard Pennsylvania Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
4
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Quantitative Funds | ||
| | Growth and Income Fund | Investor, Admiral |
| Vanguard Scottsdale Funds | ||
| | Short-Term Treasury Index Fund | Institutional, Admiral, ETF |
| | Intermediate-Term Treasury Index Fund | Institutional, Admiral, ETF |
| | Long-Term Treasury Index Fund | Institutional, Admiral, ETF |
| | Short-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| | Intermediate-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| | Long-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| | Mortgage-Backed Securities Index Fund | Institutional, Admiral, ETF |
| | Explorer Value Fund | Investor |
| | Russell 1000 Index Fund | Institutional, ETF |
| | Russell 1000 Value Index Fund | Institutional, ETF |
| | Russell 1000 Growth Index Fund | Institutional, ETF |
| | Russell 2000 Index Fund | Institutional, ETF |
| | Russell 2000 Value Index Fund | Institutional, ETF |
| | Russell 2000 Growth Index Fund | Institutional, ETF |
| | Russell 3000 Index Fund | Institutional, ETF |
| | Total Corporate Bond ETF | ETF |
| | Total World Bond ETF | ETF |
| Vanguard Specialized Funds | ||
| | Energy Fund | Investor, Admiral |
| | Global Capital Cycles Fund | Investor |
| | Health Care Fund | Investor, Admiral |
| | Dividend Growth Fund | Investor |
| | Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
| | Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| Vanguard STAR Funds | ||
| | LifeStrategy Conservative Growth Fund | Investor |
| | LifeStrategy Growth Fund | Investor |
| | LifeStrategy Income Fund | Investor |
| | LifeStrategy Moderate Growth Fund | Investor |
| | STAR Fund | Investor |
| | Total International Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, | ||
| ETF | ||
| Vanguard Tax-Managed Funds | ||
| | Tax-Managed Balanced Fund | Admiral |
| | Tax-Managed Capital Appreciation Fund | Admiral, Institutional |
| | Developed Markets Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Developed Markets ETF | ETF | |
| | Tax-Managed Small-Cap Fund | Admiral, Institutional |
5
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Trustees Equity Fund | ||
| | International Value Fund | Investor |
| | Diversified Equity Fund | Investor |
| | Emerging Markets Select Stock Fund | Investor |
| | Alternative Strategies Fund | Investor |
| Vanguard Valley Forge Funds | ||
| | Balanced Index Fund | Investor, Admiral, Institutional |
| | Managed Payout Fund | Investor |
| Vanguard Variable Insurance Funds | ||
| | Balanced Portfolio | Investor |
| | Conservative Allocation Portfolio | Investor |
| | Diversified Value Portfolio | Investor |
| | Equity Income Portfolio | Investor |
| | Equity Index Portfolio | Investor |
| | Growth Portfolio | Investor |
| | Global Bond Index Portfolio | Investor |
| | Total Bond Market Index Portfolio | Investor |
| | High Yield Bond Portfolio | Investor |
| | International Portfolio | Investor |
| | Mid-Cap Index Portfolio | Investor |
| | Moderate Allocation Portfolio | Investor |
| | Money Market Portfolio | Investor |
| | Real Estate Index Portfolio | Investor |
| | Short-Term Investment Grade Portfolio | Investor |
| | Small Company Growth Portfolio | Investor |
| | Capital Growth Portfolio | Investor |
| | Total International Stock Market Index Portfolio | Investor |
| | Total Stock Market Index Portfolio | Investor |
| Vanguard Wellesley Income Fund | Investor, Admiral | |
| Vanguard Wellington Fund | ||
| | U.S. Liquidity Factor ETF | ETF |
| | U.S. Minimum Volatility ETF | ETF |
| | U.S. Momentum Factor ETF | ETF |
| | U.S. Multifactor ETF | ETF |
| | U.S. Multifactor Fund | Admiral |
| | U.S. Quality Factor ETF | ETF |
| | U.S. Value Factor ETF | ETF |
| | Wellington Fund | Investor, Admiral |
6
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Whitehall Funds | ||
| | Selected Value Fund | Investor |
| | Mid-Cap Growth Fund | Investor |
| | International Explorer Fund | Investor |
| | High Dividend Yield Index Fund | Investor, Admiral, ETF |
| | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
| Vanguard Windsor Funds | ||
| | Windsor Fund | Investor, Admiral |
| | Windsor II Fund | Investor, Admiral |
| Vanguard World Fund | ||
| | Extended Duration Treasury Index Fund | Institutional, Institutional Plus, ETF |
| | FTSE Social Index Fund | Investor, Admiral, Institutional |
| | Global Wellesley Income Fund | Investor, Admiral |
| | Global Wellington Fund | Investor, Admiral |
| | International Growth Fund | Investor, Admiral |
| | Mega Cap Index Fund | Institutional, ETF |
| | Mega Cap Growth Index Fund | Institutional, ETF |
| | Mega Cap Value Index Fund | Institutional, ETF |
| | U.S. Growth Fund | Investor, Admiral |
| | Consumer Discretionary Index Fund | Admiral, ETF |
| | Consumer Staples Index Fund | Admiral, ETF |
| | Energy Index Fund | Admiral, ETF |
| | Financials Index Fund | Admiral, ETF |
| | Health Care Index Fund | Admiral, ETF |
| | Industrials Index Fund | Admiral, ETF |
| | Information Technology Index Fund | Admiral, ETF |
| | Materials Index Fund | Admiral, ETF |
| | Communication Services Index Fund | Admiral, ETF |
| | Utilities Index Fund | Admiral, ETF |
| | ESG U.S. Stock ETF | ETF |
| | ESG International Stock ETF | ETF |
Original Board Approval: July 21, 2000
Last Updated: January 23, 2019
7
SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS
PLAN
VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plans eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGIs Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds. Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediarys retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds other share classes to its eligible clients.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
Certain Retirement Plans Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3
Mutual Fund Supermarkets Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.
2 The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.
3 Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguards Retail 403(b) business, which is serviced by The Newport Group.
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Share class eligibility also is subject to the following special rules:4
Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund.
Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that: (1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided: (1) the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and (2) the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.
A home office model portfolio must meet the following criteria:
(1) the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); (2) the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total balance in each account in the Fund.
4 The following special rules also apply to Vanguard Prime Money Market Fund Admiral Shares. 5 For purposes of this Schedule B, this is not intended to include robo advisors.
6 For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.
Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (Corresponding Funds) for purposes of meeting the investment minimum for Institutional Shares of the Corresponding Funds.
| Trust/Fund | Corresponding Fund |
| Vanguard Institutional Total Stock | Vanguard Total Stock Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total Stock | Vanguard Institutional Total Stock |
| Market Index Trust | Market Index Fund |
| Vanguard Institutional Total Bond | Vanguard Total Bond Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total | Vanguard Total International Stock |
| International Stock Market Index Trust | Market Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard Institutional Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard 500 Index Fund |
| Vanguard Institutional Extended Market | Vanguard Extended Market Index Fund |
| Index Trust | |
| Vanguard Employee Benefit Index | Vanguard Institutional Index Fund |
| Fund | |
| Vanguard Employee Benefit Index | Vanguard 500 Index Fund |
| Fund | |
| Vanguard Russell 1000 Growth Index | Vanguard Russell 1000 Growth Index |
| Trust | Fund |
| Vanguard Russell 1000 Value Index | Vanguard Russell 1000 Value Index |
| Trust | Fund |
| Vanguard Russell 2000 Growth Index | Vanguard Russell 2000 Growth Index |
| Trust | Fund |
| Vanguard Russell 2000 Value Index | Vanguard Russell 2000 Value Index |
| Trust | Fund |
| Vanguard Target Retirement Trust | Vanguard Institutional Target |
| Retirement Fund (full suite) |
Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a TRT) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.
Accumulation Periodç Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts.
Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and (2) the total balance in each account held in the Fund.
Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (Corresponding Funds) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds.
| Trust/Fund | Corresponding Fund |
| Vanguard Institutional Total Stock | Vanguard Total Stock Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total Stock | Vanguard Institutional Total Stock |
| Market Index Trust | Market Index Fund |
| Vanguard Institutional Total Bond | Vanguard Total Bond Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total | Vanguard Total International Stock |
| International Stock Market Index Trust | Market Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard Institutional Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard 500 Index Fund |
| Vanguard Institutional Extended Market | Vanguard Extended Market Index Fund |
| Index Trust | |
| Vanguard Employee Benefit Index | Vanguard Institutional Index Fund |
| Fund |
| Vanguard Employee Benefit Index | Vanguard 500 Index Fund |
| Fund | |
| Vanguard Russell 1000 Growth Index | Vanguard Russell 1000 Growth Index |
| Trust | Fund |
| Vanguard Russell 1000 Value Index | Vanguard Russell 1000 Value Index |
| Trust | Fund |
| Vanguard Russell 2000 Growth Index | Vanguard Russell 2000 Growth Index |
| Trust | Fund |
| Vanguard Russell 2000 Value Index | Vanguard Russell 2000 Value Index |
| Trust | Fund |
| Vanguard Target Retirement Trust | Vanguard Institutional Target |
| Retirement Fund (full suite) |
Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that: (1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided: (1) the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and (2) the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.
A home office model portfolio must meet the following criteria:
(1) the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); (2) the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund.
Financial intermediary clients. Financial intermediaries generally may hold 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) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.
ETF Shares Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Funds registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant Funds prospectus. The value of a Funds 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 consisting predominantly of securities with the Fund.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will transition those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000 Last Approved by Board: November 30, 2018
ARGA Investment Management, LP
Code of Ethics
Revised: December 2018
For Internal Use Only
| ARGA Investment Management, LPCode of EthicsDecember 2018 | |
| Contents | |
| PURPOSE | 4 |
| DEFINITIONS | 5 |
| STANDARDS OF BUSINESS CONDUCT | 8 |
| COMPLIANCE WITH LAWS AND REGULATIONS | 8 |
| CONFLICTS OF INTEREST | 8 |
| Identifying and Responding to Conflicts of Interest | 8 |
| Favoring the Interests of One Client over Another | 9 |
| Competing with Client Trades | 9 |
| Other Conflicts of Interest | 9 |
| CONFIDENTIALITY | 10 |
| Confidentiality of Client Transactions and Client-Related Information | 10 |
| Disclosure of Fund Portfolio Holdings and ARGAs Proprietary Information | 10 |
| INSIDER TRADING | 10 |
| Who is an Insider? | 11 |
| ARGAs Policy on Insider Trading | 12 |
| Contacts with Public Companies | 12 |
| Controls | 12 |
| Penalties for Insider Trading | 13 |
| PERSONAL BROKERAGE ACCOUNTS AND PERSONAL SECURITIES TRANSACTIONS | 14 |
| Reporting | 14 |
| Exceptions to the Quarterly Reporting Requirement | 15 |
| What is a Reportable Security? | 15 |
| Pre-Clearance of Personal Securities Transactions is Required | 16 |
| Transactions Which Require Pre-Approval | 16 |
| Length of Pre-Clearance | 17 |
| Prohibited Transactions | 17 |
| Watch List Security | 17 |
| Delivery of Account Statements to Code Administrator | 18 |
| GIFTS AND ENTERTAINMENT | 18 |
| Solicitation of Gifts/Entertainment is Prohibited | 18 |
| Cash is Prohibited | 18 |
| Gifts--$100 Limit | 18 |
| Discounts as Gifts | 19 |
| Entertainment | 19 |
| Reporting Gifts and Entertainment | 20 |
| OUTSIDE BUSINESS ACTIVITIES | 20 |
| Pre-clearance Requirement | 20 |
| Reporting Requirements | 20 |
| POLITICAL CONTRIBUTIONS / BRIBERY | 21 |
| Two-Year BanStrict Liability | 22 |
| Who is a Covered Associate? | 22 |
| Who is a Public Official? | 22 |
| Contribution Defined | 23 |
| Government Entity Defined | 23 |
| Exceptions for De Minimis Contributions by Covered Associates | 23 |
| ARGAs Policy on Political Contributions | 24 |
| U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA) | 24 |
| Recordkeeping Requirements | 24 |
| Compliance Measures | 25 |
| WHISTLEBLOWER REPORTING AND PROCEDURES | 25 |
| Procedure for Submitting Complaint | 25 |
| Treatment of Complaints after Submission | 25 |
| Determining the Status of Your Complaint | 26 |
2
| ARGA Investment Management, LPCode of EthicsDecember 2018 | ||
| Confidentiality/Anonymity | 26 | |
| No Retaliation Permitted | 26 | |
| CODE ACKNOWLEDGMENT/ANNUAL DISCIPLINARY QUESTIONNAIRE | 26 | |
| DUTIES OF THE CODE ADMINISTRATOR | 26 | |
| RECORDKEEPING | 26 | |
| PENALTIES AND SANCTIONS | 27 | |
| CODE OF ETHICS-ACKNOWLEDGMENT AND CERTIFICATION 2018 | 28 | |
| CODE OF ETHICS-DISCIPLINARY QUESTIONNAIRE 2018 | 29 | |
| REPORTING FORMS | 34 | |
| Exhibit A. | Outside Business Activity Forms | 34 |
| Exhibit B. | Employee Complaint Form | 34 |
| Exhibit C. | Political Contribution Reporting Forms | 34 |
| Exhibit D. | Personal Accounts/Securities Transactions Reporting Forms | 34 |
3
ARGA Investment Management, LPCode of EthicsDecember 2018
Purpose
As a registered investment adviser, ARGA Investment Management, LP (ARGA) owes a fiduciary responsibility to its clients, including the private investment funds and other accounts for which ARGA serves as an advisor or sub-adviser (collectively, Clients unless noted otherwise). This fiduciary duty mandates adherence to the highest standards of conduct and integrity and is the core underlying principle of ARGAs Code of Ethics (the Code) which encompasses the fundamental principles of openness, honesty and trust.
All employees are expected to adhere to the high ethical standards associated with our fiduciary duty, specifically:
- The duty of care and utmost good faith with respect to each Client,
- The duty to act in the best interest of Clients, ahead of their own,
- The duty to treat all Clients fairly, and
- The duty to maintain the confidentiality of Client information and providing Clients full and fair disclosure of all material facts.
The Code is primarily designed to establish standards of appropriate conduct and procedures to detect and prevent activities by employees who may use their knowledge regarding the holdings and investment intentions of ARGAs Clients in a manner that may constitute an abuse of their fiduciary duties, and otherwise to deal with conflict of interest situations addressed by Rule 17j-1 of the Investment Company Act and Rule 204A-1 of the Investment Advisers Act of 1940.
Although the Code is intended to provide employees with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue an employee may face. ARGA maintains other compliance policies and procedures, including a separate Code of Conduct and a Compliance Manual, covering activities which may apply more directly to an employees specific responsibilities. Nevertheless, this Code should be viewed as a guide for each employee with respect to how we must jointly conduct our business to live up to our guiding tenet that the interests of our Clients should always come first and that all business dealings must adhere both to the letter and the spirit of applicable laws and regulations.
This Code is distributed to all employees (including employees on leave of absence) annually or more frequently upon material changes. Any employee that discovers violations of the Code must immediately report such violations to ARGAs Code Administrator, defined below.
Every employee is expected to fully understand and adhere to the policies and procedures set forth in this Code. This requirement extends to an employee who may be on a temporary leave of absence, regardless of the duration of the leave. On an annual basis, and at such other times as the Code Administrator may deem necessary or appropriate, all employees must acknowledge in writing that they have read and understood the provisions of the Code, have complied with its provisions, and have reported all personal securities transactions as required. Additionally, all employees are required to complete an Annual Disciplinary Questionnaire covering topics such as criminal history and civil judicial actions, among other things. All employees have an obligation to provide notice to the Code Administrator, on a timely basis, if there is a change to their duties, responsibilities or title which affects their reporting status under this Code.
This Code applies to all ARGA employees, including all employees of ARGA Investment Management India (Private) Limited.
If you have any questions about this Code, please discuss them with the Code Administrator to ensure that you remain in compliance at all times. In the event any provision of this Code conflicts with any other ARGA policy or procedure, the provisions of this Code shall apply.
4
ARGA Investment Management, LPCode of EthicsDecember 2018
Definitions
Access Person (for purposes of the Code) means any supervised person (employee) who has access to nonpublic information regarding Clients purchase or sale of any Security.
For purposes of this Code, ARGAs considers you an Access Person if:
- You are a partner, director or officer;
- You are a member of the Portfolio Construction Team (defined below);
- You work directly with a Portfolio Construction Team member or in the same department as a Portfolio Construction Team member;
- You are an analyst who provides information and advice to a Portfolio Construction Team member or who helps execute a Portfolio Construction Team members decisions; or
- The Code Administrator requires you to submit initial and annual personal securities holdings reports and quarterly transactions reports and brokerage account statements.
Advisory Client or Client means (unless indicated otherwise) any client, including ARGAs commingled funds, investors in ARGAs commingled funds, and other investment funds or portfolios for which ARGA acts as an adviser or sub-adviser.
Beneficial Interest means any interest by which an Access Person can, directly or indirectly, derive a monetary benefit from the purchase, sale or ownership of a security.
| An Access Person is deemed to have direct influence or control and therefore a direct beneficial interest securities and brokerage accounts owned in the name of the Access Person. | ||
| An Access Person is deemed to have indirect control and influence and therefore an indirect beneficial interest in the personal securities and brokerage accounts of family members living in | ||
| the | same house hold as the Access Person. | |
| Family Member includes: grandparents, parents, mother-in-law or father-in-law; husband, wife or domestic partner (whether registered or unregistered under applicable law); brother, sister, brother-in-law, sister-in-law, son-in-law or daughter-in-law; children (including step and adoptive relationships); and grandchildren. In a situation in which the status of a Family Member is in question, such person will be presumed to be a Family Member for purposes of this Code. It is the employees burden to affirmatively prove to the Code Administrator that the other person at issue | ||
| is | not a Family Member within this definition. | |
| Direct or indirect influence or control includes, but is not limited to: | ||
| o | Suggesting purchases or sales of investments to a third-party discretionary manager or to a trustee of a trust over which I, or an immediate family member living in the same household, am grantor or beneficiary; | |
| o | Directing purchases or sales of such investments; or | |
| o | Consulting with a trustee or third-party discretionary manager as to the particular allocation of investments to be made in the account. | |
Bitcoin is a form of digital currency that is tradable throughout the world. It is not an official currency, which means it operates without the involvement of banks or clearinghouses. Bitcoins can be transferred between individuals or between businesses to pay for goods or services. Bitcoins do have value and, as such, are subject to taxation.
Presently, there are only a few ways to obtain Bitcoins:
- You can purchase Bitcoins at an online exchange
- You can obtain Bitcoins from an individual who has them
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- You can accept Bitcoins as payment
- You can earn them by supporting the process of verifying transactions in the Bitcoin system, called mining
Bitcoin Mining is the processing of transactions in the digital currency system, in which the records of current Bitcoin transactions, known as a blocks, are added to the record of past transactions, known as the block chain.
A Bitcoin is defined by the digitally signed record of its transactions, starting with its creation. The block is an encrypted hash proof of work, created in a computer-intensive process. Miners use software that accesses their processing capacity to solve transaction-related algorithms . In return, they are awarded a certain number of Bitcoins per block. The block chain prevents attempts to spend a Bitcoin more than once -- otherwise the digital currency could be counterfeited by copy and paste.
Code Administrator means the Chief Compliance Officer and is used interchangeably with Chief Compliance Officer for purposes of the Advisers Act of 1940 and this Code.
Code of Conduct is a separate set of supplementary guidelines that defines the standards to which all employees are expected to adhere during the course of their employment at, and when conducting business on behalf of, ARGA.
Cryptocurrency is a digital currency in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds, operating independently of a central bank.
Employee means any person deemed to be an employee of ARGA Investment Management, LP and is used interchangeably with the term Supervised Person for purposes of the Advisers Act of 1940 and this Code.
Illegal Insider Trading means buying or selling a security, in breach of a fiduciary duty or other relationship of trust or confidence, while in possession of material, nonpublic information (MNPI) about the security. Insider trading violations include tipping such information, securities trading by the person tipped, and securities trading by those who misappropriate such information.
Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which immediately before the registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.
Material Nonpublic Information or MNPI means information not effectively communicated to the marketplace that a reasonable investor would consider important in making an investment decision or that would substantially affect the market price of a security if generally disclosed.
Personal Account means any account owned by, or in which a beneficial interest is owned, in the name of an Access Person or any account in which an Access Person has any direct or indirect beneficial interest.
Portfolio Construction Team member means an Access Person who has direct responsibility and authority to make investment decisions affecting a particular Client account.
Private Placement means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the 1933 Act, or pursuant to Rules 504, 505 or 506 of the Securities Act of 1933.
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Restricted List Security means a security which cannot be purchased or sold because ARGA or a Supervised Person is aware of material nonpublic information regarding the security or the issuer of the security.
Security means, generally, any investment, instrument, asset or holding in which a Client invests, or may consider investing. Among other things, a Security includes any note, stock, treasury stock, security future, financial futures contract or option thereon, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any limited partnership or other interests in private funds, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing. References to a Security in the Code shall include any warrant for, option in, or security or other instrument immediately convertible into or whose value is derived from that Security and any instrument or right which is equivalent to that Security.
The term Security specifically includes any shares issued by an investment company, but for purposes of this Code, excludes shares issued by money market funds that comply with Rule 2a-7 of the Investment Company Act of 1940.
The term Security also includes any security in an initial public offering or private placement, including any interest in a private fund, or selling any interest in a private fund.
A Security Held or to Be Acquired by an Advisory Client means any security that, within the most recent 15 days (i) is or has been held by the Client or (ii) is being considered by the Client or ARGA for purchase by the Client. A Security for these purposes also includes any option to purchase or sell, and any security convertible into or exchangeable for, a security.
A Security is Being Considered for Purchase or Sale from the time an allocation decision in respect of such security to a Clients portfolio is made by or on behalf of ARGA or the relevant Portfolio
Construction Team member until the time such allocation with respect to that security is completed or withdrawn.
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions) or employee of an investment adviser, or other person who provides investment advice on behalf of an investment adviser or is subject to the supervision and control of an investment adviser. Supervised Person is used interchangeably with Employee for the purposes of the Advisers Act of 1940 and this Code.
Watch List Security means:
- A security, as determined by the Portfolio Construction Team, that cannot be purchased or sold by an Access Person because the firm is analyzing or recommending the security for one or more Clients (to prevent front-running) or
- A security, that cannot be purchased or sold by an Access Person because transacting in the security presents an actual or potential conflict of interest.
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Standards of Business Conduct
Certain provisions and reporting requirements of this Code are concerned primarily with the investment activities of an Access Person who may benefit from, or interfere with, the purchase or sale of Client securities. These are described in further detail below.
However, all employees are prohibited from using information concerning the investment intentions of Clients, or their position to influence such investment intentions, for personal gain or in a manner detrimental to the interests of any Client. In general, every employee must observe the following with respect to his or her personal investment activities:
- At all times, place the interest of Clients first;
- All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of the employees position of trust and responsibility; and
- No employee should take inappropriate advantage of his or her position at ARGA.
In addition to the standards of business conduct set forth in this Code, employees also should refer to ARGAs separate Code of Conduct which sets forth supplementary guidelines and standards of behavior to which all employees are expect to adhere during the course of their employment at, and when conducting business on behalf of, ARGA.
Compliance with Laws and Regulations
In addition to the specific prohibitions contained in this Code, all employees must comply with federal, state and local laws applicable to ARGAs business and operations including, but not limited to, the federal securities laws1. In particular, employees are not permitted, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by a Client:
- To employ any device, scheme or artifice to defraud the Client;
- To make any untrue statement of a material fact or omit to state a material fact to the Client;
- To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Client; or
- To engage in any manipulative practice with respect to the Client.
Conflicts of Interest
A conflict of interest occurs when an employees private interest interferes or appears to interfere with the interests of ARGA or ARGAs Clients. Compliance with ARGAs fiduciary duty to handle all conflicts in an honest and ethical manner can be achieved by avoiding conflicts as well as situations that have the appearance of impropriety, and by fully disclosing all material facts concerning any actual and potential conflict that does or may arise with respect to any Client.
Identifying and Responding to Conflicts of Interest
ARGA will take reasonable steps to identify any existing material conflicts of interest and any material conflicts of interest that may arise between ARGA and individuals acting on its behalf, and Clients.
1 For purposes of this Code, federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act (privacy), any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of Treasury (anti-money laundering).
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In order to help identify existing or potential material conflicts of interest, ARGA will obtain from all employees upon employment, a list of material conflicts of interest that currently exist or that they expect to arise, including information on any outside business activities. Also, on an ongoing basis, employees who believe they have a material conflict of interest are required to disclose the details immediately in writing to the Chief Compliance Officer. Further, on an ongoing basis, ARGA reviews its business activities and any changes to its activities to identify any existing or potential material conflicts of interest.
In evaluating identified conflicts of interest, the Chief Compliance Officer will document an assessment of each conflict, including how the conflict will be addressed. In general, ARGA will respond to any existing or potential material conflicts of interest that have been identified through one of three methods: avoidance, management or disclosure.
- Avoidance: ARGA will avoid any conflicts of interest that are prohibited by law. ARGA will also avoid any conflicts of interest that are so contrary to the interests of Clients or the ARGA funds, or where the risk of harm to Clients, ARGA or its funds is high.
- Management: ARGA will manage any identified material conflicts of interest that are not deemed necessary to avoid. Depending on the nature of the conflict, ARGA may use a variety of methods to control the conflict, including segregation of duties, independent review and approvals, limiting the dissemination of information within ARGA, and ongoing compliance monitoring.
- Disclosure: ARGA will ensure that Clients are appropriately informed of any conflicts of interest that may impact them. ARGA will provide clients with written disclosure of any material conflicts of interest through disclosure documents such as fund offering and subscription documents or ARGAs Form ADV, Part 2, or both. Disclosure documents will be provided to a Client before ARGA first purchases or sells a security for the Client or advises the Client to purchase, sell or hold a security, and on a timely basis if there is a significant change to any information.
If a conflict of interest involves confidential information, ARGA will assess, on a case by case basis, whether there are methods other than disclosure that can be used to adequately respond to the conflict. Where ARGA determines that the conflict cannot be adequately managed, it will avoid such conflict of interest.
Conflicts of interest may not always be obvious and this Code and the examples enumerated below do not attempt to identify all possible conflicts of interest. Should you have any questions or seek guidance, please consult the Chief Compliance Officer.
Favoring the Interests of One Client over Another
When an investment adviser has multiple clients, the potential exists for the adviser or its employees to favor one client over another. ARGA and its employees must endeavor to deal fairly with all Clients, managing any potential conflicts of interest and taking care that no Client is unfairly disadvantaged with regard to other Clients because of ARGAs actions or the actions of ARGAs employees.
Competing with Client Trades
Employees are prohibited from using knowledge about a pending or currently considered security for Clients to profit personally, directly or indirectly, as a result of such transaction, whether through the purchase or sale of such security, or otherwise. Conflicts raised by personal securities transactions are addressed in more detail below.
Other Conflicts of Interest
Other areas presenting conflicts of interest (e.g. insider trading, gifts and entertainment, outside business activities, campaign contributions) are discussed in further detail below. Trading conflicts of interest (e.g. best execution, soft dollars, aggregation and allocation) are addressed in ARGAs Compliance Manual.
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Confidentiality
Confidentiality of Client Transactions and Client-Related Information
Unless and until disclosed publicly or to the SEC in the normal course, all information concerning a security being considered for purchase or sale by any Client must be kept confidential by all employees and disclosed only on a need to know basis or in furtherance of employees duties and responsibilities.
Client-related information includes, but is not limited to, client names, addresses, telephone numbers, and other contact and identifying information, accounts and portfolio holdings, transactions and transactional history, client agreements, brokerage commissions and fee information, performance, financial data, tax information, and investments.
Disclosure of Fund Portfolio Holdings and ARGAs Proprietary Information
In general, information about portfolio holdings is distributed in a manner that conforms to applicable laws and regulations and prevents that information from being used in a way that could negatively affect a funds investment program or otherwise enable third parties to use that information contrary to the best interests of such fund. Unless and until publicly disclosed, fund portfolio holdings are proprietary, confidential information. Likewise, information that is proprietary to ARGA or other valuable information about ARGA that is not publicly known is considered confidential information that may not be disclosed. Examples of proprietary information include, but are not limited to, financial information, business plans and strategies, marketing strategies, client and potential client lists, operating methods and processes, analyses and analytical methods regarding companies, securities, transactions, industries, economic sectors, markets and trends, investment techniques and philosophies, trading practices and patterns, management decisions, personnel matters, and internal rules, policies and procedures.
Insider Trading
Illegal insider trading means buying or selling a security, in breach of a fiduciary duty or other relationship of trust or confidence, on the basis of material, nonpublic information (MNPI) about the security. Insider trading violations including tipping such MNPI, securities trading by the person tipped as well as securities trading by those who misappropriate such information.
Insider trading laws are not intended to ensure equality of information among traders; rather, the focus is on providing everyone equal access to material information.
| Security is broadly defined to encompass a variety of instruments and interests including, but not limited to, common and preferred stock, treasury stock, notes, bonds, debentures, certificates of interest, puts, calls, straddles, options, or privileges on any security, and any security-based swap | ||
| or | other derivatives instrument. | |
| A person trades on the basis of material nonpublic information with respect to a security if the person is aware of the material nonpublic information at the time the person purchases or sells the security. | ||
| Information is material if a reasonable investor would consider it as having significantly altered | ||
| the | mix of information already publicly available. Thus, materiality often hinges on the | |
| significance a reasonable investor would place on the information and market impact of the information. The following are generally regarded as material: | ||
| o | Information about events or circumstances relating to a companys assets or earning power, which is known only to corporate management and its confidants, and which can reasonably be expected to materially affect the market price of the companys stock. | |
| o | Information about restructuring, tender offers, takeovers or proxy fights. | |
| o | Information about events or circumstances which affect the market for a companys securities but which do not affect the companys assets (market information) (e.g. information that a security will be favorably mentioned in an upcoming newsletter, article or research report). | |
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- Dividend increase, decrease or omission
- Quarterly earnings or sales significantly different from consensus
- Gain or loss of a major customer
- Major development specific to that industry
- Government reports of economic trends (housing starts, employment, etc.)
- Major acquisition or divestiture
- Offer is made to tender shares (acquisition)
- Information is considered to be nonpublic if it has not been disseminated broadly to investors in the marketplace (e.g. national press, wire services, SEC filings). The object is for the information to be available to and digested by the market, such that it is reflected in the markets pricing of the security.
Who is an Insider?
| Direct Insiders: Those who have a direct fiduciary relationship with an issuer and its shareholders, such as officers, directors, controlling shareholders or employees of a public company. Direct insiders are required to abstain from trading in the security about which they have material nonpublic information or ensure that the information is fully disclosed and disseminated to the market as a whole before engaging in trading based on that information (i.e. the abstain or disclose doctrine). | ||
| Temporary Insiders: Those who are not corporate insiders per se, but by virtue of their special relationship with a public company are afforded access to material nonpublic information, thus giving rise to a fiduciary relationship which binds them to the duty to abstain or disclose. Typical temporary insiders include auditors, accountants, brokers, outside counsel and the like. | ||
| Misappropriators: Those who are not corporate insiders, but to whom material nonpublic information has been entrusted in confidence and who, for personal gain, breach that duty of trust | ||
| or | confidence to the source of the information. Note that in these cases the duty of trust or | |
| confidence is not limited to a fiduciary relationship between the misappropriator and the source of | ||
| the | information, but is much broader. Such conduct is illegal because the misappropriator engages | |
| in | deception by pretending loyalty while secretly converting the information for personal gain or | |
| benefit. | ||
| o | A person has a duty of trust or confidence to the source of the information whenever (i) the person agrees to keep the information confidential; (ii) there is a history, pattern or practice of sharing confidences such that there is a mutual expectation of confidentiality; or (iii) the person receives or obtains information from his or her spouse, parent, child, or sibling.2 | |
| Tippers & Tippees: Insider trading laws are not confined to insiders or misappropriators who trade | ||
| for | their own account. Liability is also imposed where the insider or misapproprator tips another | |
| who trades on the information. | ||
| o | Tippers are those who (i) are aware that they are in possession of material nonpublic information, (ii) have a duty to keep the information confidential, (iii) breach that duty by intentionally or recklessly3 relaying the information to outsiders (tippees) who, in turn, trade based on that information (or pass the information on to others who trade based on that information) for personal benefit or gain. Tippers face liability even if they do not personally engage in the illegal trading. | |
2 In this instance, the recipient can establish that no duty existed by showing that he/she neither knew nor reasonably should have known that the source of the information expected that the information would remain confidential.
3 Recklessness has been defined as highly unreasonable conduct, involving not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care. SEC v. Infinity Group Co., 27 F. Supp.
2d 559 (1998).
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| o | Tippees (i) receive material nonpublic information from a tipper, (ii) know or should know the information is in breach of the tippers fiduciary duty or duty of confidentiality, and (iii) engage in trading based on that information (or pass the information on to another party who goes on to engage in trading based on that information) for personal benefit or gain. |
| o | Insider trading enforcement actions have targeted not only direct tippees, but also individuals who are separated from the tippers initial disclosure by as much as four or five degrees |
| (remote tippees). |
Personal benefit is defined very broadly to include not only pecuniary gain (such as a cut of the take or a gratuity), but also reputational benefit or the satisfaction one would receive by simply making a gift of confidential information.
ARGAs Policy on Insider Trading
The below prohibitions apply to all ARGA employees, whether Access Persons or not.
-
Employees are strictly prohibited from trading securities, either personally or on behalf of others
(including ARGAs clients, ARGAs private commingled funds, or the separate accounts managed by ARGA), based on MNPI. - Employees are likewise prohibited from sharing MNPI with inappropriate personnel or with individuals outside of ARGA, whether for consideration or not.
If you think you might have received MNPI, you should take the following steps:
- Immediately report the information to the Chief Compliance Officer/Code Administrator.
- Do not purchase or sell the security on behalf of yourself or others.
- Do not communicate the information to anyone inside or outside the firm, other than to the Chief Compliance Officer/Code Administrator.
If you are unsure whether the information in your possession is material and nonpublic, consult with the Chief Compliance Officer/Code Administrator before taking any action. This degree of caution will protect you, our Clients, and the firm.
Contacts with Public Companies
Contacts with public companies represent an important part of ARGAs research efforts. In the course of these contacts, some employees may become aware of MNPI, such as when a companys Chief Financial Officer prematurely discloses quarterly results to analyst or an investor relations representative makes selective disclosure of adverse news. To protect yourself, our Clients and our firm, you must notify the Chief Compliance Officer/Code Administrator immediately if you believe you may have received MNPI from your contacts with personnel of public companies.
Controls
ARGA has implemented the following controls to help prevent/mitigate violations of insider trading laws.
1. Analyst Meeting/Call Log
- Analysts must promptly notify ARGA of details of upcoming calls and meetings with public companies which will be included in the Analyst Meeting/Call Log.
- Details should include the date/time of the call or meeting, name of the public company, and the name of the individual(s) the analyst expects to meet or call at the public company.
2. Calls/Meetings with Public Companies
- Prior to any calls or meeting, junior analysts must submit their list of proposed questions to a member of the Portfolio Construction Team or a research manager, who must confirm that the questions are appropriate.
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- ARGAs Chief Compliance Officer and her delegate periodically monitor analyst calls with publicly traded companies. Upon request, each analyst is required to submit his or her list of prepared questions to the Chief Compliance Officer or her delegate prior to the call.
3. Restricted Security List
If ARGA receives information regarding an issuer that is material and nonpublic, that issuers security will be placed on ARGAs Restricted Security List. While MNPI comes in many different forms, the most common ways ARGA could potentially receive MNPI would be:
- Through an analyst who may come into contact with MNPI during a call or meeting with personnel of a public company and who then reports the MNIPI to ARGAs Chief Compliance Officer
- Through (i) the reporting, by an employee, of an outside business activity of the employee or the
employees spouse, partner or any other member of the employees immediate household and (ii) after an evaluation, by the Chief Compliance Officer, of the facts and circumstances of the reported activity and a determination that the reported activity or poses a substantial risk of the employee coming into contact with MNPI.
Transactions in securities on the Restricted Security List will be strictly prohibited until such time as the Chief Investment Officer and/or Chief Compliance Officer determine that the information has been fully disseminated to the public or that the security should be removed from the Restricted Security List as it no longer presents a conflict or pose a substantial risk of illegal insider trading.
4. Trade Blotter Reviews
The Chief Compliance Officer conducts quarterly reviews of the trade blotter to ensure no transactions have been effected in securities on the Restricted Security List.
5. Review of Access Persons Personal Securities Transactions
Access Persons are subject to a number of reporting and pre-clearance requirements concerning their personal securities transactions. These requirements are discussed in detail below, in Personal Brokerage Accounts and Personal Securities Transactions. The Chief Compliance Officer conducts regular reviews of Access Persons personal securities transactions to ensure no transactions are effected in securities on the Restricted Security List.
6. Employee Email Reviews
The Chief Compliance Officer conducts regular reviews of employee emails to detect instances of potential or actual illegal insider trading.
Penalties for Insider Trading
Penalties for illegal insider trading are severe, both for the wrongdoers and their employers. A person can be subject to penalties even if he or she does not personally benefit from the activities surrounding the violation. Penalties include civil injunctions, disgorgement of profits, fines for the person who committed the violation of up to three times the profit gained or loss avoided, jail sentences, and fines for the employer.
In addition to the foregoing penalties, violation of ARGAs policy on insider trading will subject an employee to severe sanctions, which could include suspension and/or termination of employment.
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Personal Brokerage Accounts and Personal Securities Transactions
Note: Any profits realized on trades prohibited by this section may be subject to disgorgement.
Access Persons who have knowledge of Client securities transactions are exposed to a conflict of interest when trading in those securities for their own account or in those accounts over which they are deemed to have indirect beneficial ownership.
Access Persons must at all times be aware that transactions for Clients always take precedence over their personal securities transactions.
In order to protect ARGA from violations of the law and to safeguard Client information from potential abuse, ARGA requires Access Persons to periodically report their personal securities transactions and holdings.
Reporting
1. Initial and Annual Securities Holdings Report
All Access Persons are required to submit to the Chief Compliance Officer a complete report of all current securities holdings in which the Access Person has or acquires any direct or indirect beneficial ownership. An Access Person is presumed to be an indirect beneficial owner of securities that are held in accounts of family members living in the same household as the Access Person.
Holdings reports must be submitted no later than 10 days after the person becomes an Access Person and at least annually thereafter, or earlier as circumstances change. All information reported must be current as of a date no more than 45 days before the date the report is submitted.
The report must contain:
- Name(s) in which the personal account is registered and the date the personal account was established;
- Title, number of shares, principal amount, interest rate and maturity (as applicable), and CUSIP number or ticker symbol (if applicable), of each security held in the personal account;
- Name of the broker, dealer or bank with which the personal account is maintained; and
- The date the report is submitted.
See Exhibit D, Securities Forms, Initial and Annual Report of Personal Account Holdings forms.
2. Quarterly Transaction Reports of Reportable Securities
Access Persons must also submit quarterly securities transactions reports no later than 30 days after the end of the calendar quarter in which a transaction in a reportable security takes place. If there were no such transactions, the report should so state. This requirement can be met by arranging for delivery to the Chief Compliance Officer of quarterly brokerage account statements, which indicate, with respect to each reportable transaction, the following:
- Name(s) in which the personal account is registered and the date the personal account was established;
- Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition);
- Title, number of shares, principal amount, interest rate and maturity (if applicable), and CUSIP number or ticker symbol (if applicable), of each security, and the price at which the transaction was effected;
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- Name of the broker, dealer or bank with or through whom the account was established or through which the transaction was effected; and
- The date the report is submitted.
Exceptions to the Quarterly Reporting Requirement
You are not required to:
- Report securities held in accounts over which you have no direct or indirect influence or control.
- Report purchases or sales of open-end investment companies (other than exchange traded funds for which reporting is required, see below).
- Report transactions effected pursuant to an automatic investment plan.4
Note: All such securities still remain subject to the initial and annual holdings reporting requirements, described above.
See Exhibit D, Securities Forms, Quarterly Transaction Report.
What is a Reportable Security?
Generally, Rule 204A-1 treats all securities as reportable securities. Five exceptions are noted which represent securities that present little opportunity for the types of improper trading that the rule is intended to cover.
The following are not reportable securities:
- Direct obligations of the United States government (e.g. treasury bonds, bill and notes; debt instruments issued by the FDIC and Government Services Administration),
- Money market instruments (e.g. bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments5 ),
- Shares of money market funds, and
- With the exception of exchange traded funds, shares of other types of open-end funds such as mutual funds, unless ARGA acts as the investment advisor of the fund.6
Exchange Traded Funds (ETFs) ARE Reportable Securities
Technically, Rule 204A-1 differentiates between open-end ETFs and unit investment trust ETFs7 (UIT ETFs) by exempting open-end ETFs from the reporting requirements. However, the SEC staff has recommended that investment advisers treat all ETFS as reportable securities, reasoning that the secondary market trading in open-end ETFs present the same opportunity for conflicts of interest as the secondary market trading in UIT ETF shares. In addition, the SEC staff has acknowledged the difficulties advisers face in determining whether an ETF is an open-end ETF or UIT ETF, and has noted that treating all ETFs as reportable eliminates such difficulty and uncertainty.
4 Automatic Investment Plan means a program, including a dividend reinvestment plan, in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.
5 High quality short-term debt instrument means any instrument which has a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but of comparable quality.
6 This exception only applies to transaction and holdings in open-end funds registered in the U.S. Transactions and holdings in shares of closed-end investment companies are reportable, regardless of affiliation. Transactions and holdings in offshore funds are also reportable.
7 The key difference between ETFS and UIT ETFs is that unit trusts offer a blend of investments or asset classes managed by investment professionals, while ETFs offer a single entry into each investment, which are index-based.
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Taking into consideration the recommendations of the SEC staff, ARGA treats all ETFs as reportable securities requiring pre-clearance.
Bitcoins and Cryptocurrency ARE Reportable Securities
Under certain conditions Bitcoin and other cryptocurrencies are considered securities and therefore subject to the initial and annual holdings reporting requirements detailed in ARGAs Code of Ethics.
Until further notice and/or until such time as new guidance is released, the following will be treated as securities under our Code:
- Initial coin offerings (ICOs);
- Investment vehicles (such as ETFs, for example) which transact in cryptocurrencies; and
- Mining contracts.
In the absence of further guidance from the SEC, the tokens themselves will be treated as cash equivalents and will therefore not be reportable.
Since the ARGA funds do not transact in cryptocurrencies or in vehicles which transact in cryptocurrencies, preclearance for personal trading in cryptocurrencies is not required at this time as there is no conflict. However, in accordance with the existing requirements of our Code, exchange-traded products, including those which are linked to cryptocurrencies, remain subject to the pre-clearance requirement and transactions in these types of exchange-traded products must be reported quarterly.
Pre-Clearance of Personal Securities Transactions is Required
Access Persons are required to pre-clear all personal securities transactions, including securities transactions in accounts in which they have indirect beneficial ownership. This requirement seeks to ensure Access Persons are not engaging in prohibited transactions such as insider trading or front-running.
Note that employee investments in ARGAs private funds are also subject to pre-clearance.
The basis upon which the Code Administrator may approve a transaction is:
- The transaction will not give rise to the improper use of a Clients proprietary information or an abuse of the Access Persons position of trust and responsibility;
- The potential harm to the Client is remote; and
- The transaction is unlikely to affect a highly institutionalized market or is clearly not related economically to a security held or being considered for a Client.
Transactions Which Require Pre-Approval
- Purchasing or selling any security in which an Access Person has or will have a direct or indirect beneficial ownership.
- Purchasing any security in an Initial Public Offering or Private Placement, including any interest in a private fund or selling any interest in a private fund, without the pre-approval of the Code Administrator and setting forth in detail the rationale for the transaction.
- Purchasing or selling any interest in a collective investment vehicle that is exempt from registration under the 1933 Act (including but not limited to, hedge funds, private funds (including ARGAs private funds) or similar investment limited partnerships).
If an Access Person obtains pre-approval for a transaction in a security not then currently held by any Client but, thereafter, a transaction in the same security for a Client takes place within 15 calendar days
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following the Access Persons transaction, the transaction may be reviewed further by the Chief
Investment Officer, the Director of Research or the Chief Compliance Officer to determine the appropriate action to be taken, if any. For example, the Chief Investment Officer may recommend that the Access Person be subject to a price adjustment to ensure that he/she did not receive a better price than the Client. This rule also applies to transactions involving an interest in a private fund being purchased or sold during a subscription or redemption period.
Length of Pre-Clearance
Pre-approval remains in effect until the end of the next business day on which such pre-approval is granted, or until the next immediately available date for subscription in the case of a private fund, or as otherwise specified by the Code Administrator.
Prohibited Transactions
Access Persons effecting prohibited transactions will be deemed in violation of the Code and may be subject to such sanctions as deemed appropriate by the Code Administrator and as described further below. The following are prohibited transactions:
- Purchasing or selling any security without the pre-approval of the Code Administrator.
- Purchasing or selling any security that is on the Restricted Security List (as described above in Insider Trading) or in violation of the firms policies on insider trading.
- Purchasing or selling securities on ARGAs Watch List (described in more detail below).
Notwithstanding the foregoing ARGA, in its sole discretion, may at any time prohibit or restrict any other securities transaction, or class of transactions, in addition to those enumerated.
Watch List Security
In certain circumstances, a security may be placed on the Watch List:
- As determined by the Chief Investment Officer and/or Portfolio Construction Team, to prevent Access Persons from trading ahead of Clients (front-running);
- As determined by the Chief Compliance Officer, when a conflict of interest, actual or potential, is presented. For example, if a member of the PCT or his or her spouse is an advisory board member of a public company which could potentially be included in the universe of securities considered for any ARGA strategy, investments in that company by ARGA or any Access Person could be prohibited and the security could be placed on ARGAs Watch List. If the Chief Compliance Officer determines that the activity poses a substantial risk that the employee could come into contact with MNPI, the security of the public company will be placed on the Restricted Security List.
The Watch List will be distributed to all Access Persons quarterly, or sooner as needed.
It is the responsibility of the Chief Investment officer and/or Portfolio Construction Team to regularly notify the Chief Compliance Officer of any security or securities which should be placed on or removed from the Watch List. Similarly, it is the responsibility of each ARGA employee to notify the Chief Compliance Officer of any actual or potential conflicts of interest.
While trading in securities on the Watch List is strictly prohibited, in rare circumstances, ARGA may allow an exception where an Access Person wishes to limit losses in a security with rapidly depreciating market value. In these instances, specific consent by both the Chief Investment Officer and the Code Administrator is required.
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Delivery of Account Statements to Code Administrator
Access Persons may maintain personal accounts with brokers of their choice provided either the broker or the Access Person is able to provide electronic duplicate copies of account statements to the Code Administrator no less than quarterly.
Notwithstanding the foregoing, the Code Administrator reserves the right, in its sole discretion, to require such Access Persons to maintain their personal account with a broker or dealer designated by the Code Administrator or to prohibit the Access Persons from maintaining their account with specific brokers or dealers.
It is each Access Persons responsibility to ensure your quarterly transaction reports are sent to the Chief Compliance Officer on a timely basis.
Gifts and Entertainment
ARGA strives to maintain a high standard of business ethics consistent with good corporate citizenship.
Due to the numerous relationships employees may forge with Clients and third parties such as brokers and service providers, it is inevitable that some employees will be offered gifts, entertainment or gratuities from persons doing business, or hoping to do business with, ARGA. Conflict of interests exist if such gifts, entertainment or gratuities are intended to, or have the appearance of intending to, influence the actions of an ARGA employee.
The receipt of lavish gifts and entertainment can influence the actions of an investment advisers personnel, and even tempt certain personnel to take actions that may not be in the best interest of the advisers clients.
Since even the appearance of conflicts of interest is often, from a reputational viewpoint, as harmful as actual conflicts of interest, ARGA has placed clear and precise limitations on employees accepting or presenting gifts and entertainment.
These limitations apply to employees and members of their immediate family (spouses, partners, children, parents and siblings, as well as spouses parents and siblings). Additionally, employees are reminded that presenting gifts to a public official is subject to strict federal and state restrictions, described in further detail below under Political Contributions/Bribery.
Solicitation of Gifts/Entertainment is Prohibited
Soliciting gifts or entertainment from any Clients or others doing business with ARGA is strictly prohibited.
Cash is Prohibited
Cash and cash equivalents is strictly prohibited. A cash gift raises the specter of a kickback or a bribe, which is clearly inappropriate.
Gifts--$100 Limit8
A gift is anything of value that would not be included as business entertainment. Tangible objects such as wine and physical items are clearly gifts.
8 Since gifts and entertainment policies are not expressly mandated by the compliance of codes of ethics of the Securities and Exchange Commission under the Advisers Act or, for investment advisers to registered investment companies under the Investment Company Act, ARGA relied on the $100 annual limit prescribed by the NASD
Conduct Rules 2830(1) and 3060.
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The limitations on accepting or offering gifts are described. These limitations apply both receiving and presenting gifts.
1. Permitted Gift
| A gift with a value of $100 or less is considered a Permitted Gift, the acceptance or receipt of | ||
| which | is permitted. | |
| o | A Permitted Gift must be reported to the Chief Compliance Officer and pre-cleared. | |
| o | Gifts should be valued at the higher of cost or market value, exclusive of tax. | |
| o | Examples of gifts of de minimis value ($100 or less) include: pens, notepads, modest desk ornaments, and edibles such as a box of candy or chocolates, or promotional items of nominal value that display a firms logo (e.g. umbrellas, tote bags, shirts). | |
| o | Examples of gifts that would not be considered nominal or de minimis: expensive leather luggage and crystal pieces, notwithstanding the presence of firm logos. | |
2. Prohibited Gift
| Any gift intended to influence an employees actions or judgment is strictly prohibited (bribes or quid pro quo situations). | ||
| A Significant Gift is a gift with a value of over $100. A Significant Gift is generally prohibited and must be declined. | ||
| o | Under certain circumstances, a Significant Gift may be retained with the express written approval of the Chief Compliance Officer, in her discretion. | |
Discounts as Gifts
Unless an improper inducement, negotiations with third parties for the provision of goods and/or services to ARGA fall outside the scope of ARGAs Gift Policy. Otherwise, discounts, such as lower prices for individuals or for an entire firm to health club membership, attendance at an upcoming industry conference or an online subscription, count as gifts, and must be reported to the CCO for approval.
The determining factor on whether approval for a discount will be granted is whether the discount is being given to alter or influence the way business decisions are made. This is fact-specific and the Chief Compliance Officer will consider, among other things, the following in determining whether the firms gift policy should apply to a particular discount:
- The nature of the discount
- Is the discount being offered only to decision makers or to all employees?
- If the discount is offered to all employees, does the giver offer the same discount to other firms and organizations it does business with, or just those it is in negotiations with?
- Does the discount provider consider the discount to be part of its marketing strategy, rather than a gift?
Entertainment
As with gifts, entertainment that is lavish, frequent or extravagant gives rise to impropriety and other conduct inconsistent with the high standards of ethics in our business. To avoid even the appearance of impropriety, business entertainment is limited to an occasional customary meal during the course of business, where both the giver and recipient are present (Permitted Entertainment). No other forms of entertainment are permitted. This includes, but is not limited to, tickets to theatrical, sporting and other entertainment events.
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Reporting Gifts and Entertainment
- Regardless of value, all Permitted Gifts must be reported to the Chief Compliance Officer for approval and for proper recording in ARGAs Gift Registry.
- Permitted Entertainment in the form of occasional customary meals need not be logged in the Gift Registry and, therefore, the details need not be provided to the Chief Compliance Officer.
Outside Business Activities
ARGA employees are required to devote full-time and efforts to the firms business. Full-time employees are prohibited from undertaking any other employment or engaging or being involved in any other outside business activity, whether compensated or not compensated, and must avoid having any outside interest or activity that could interfere with their duties at ARGA.
Employees should exercise caution with respect to outside business activities that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment. Employee must be particularly cautious of activities that may lead to conflicts of interest or give the appearance of a conflict. Service as a director, trustee, officer, owner, partner or representative of outside organizations potentially raises regulatory concerns, including conflicts of interest or access to material, nonpublic information.
Examples of outside activities include:
- Outside employment;
- Acting as a director or officer of another company or organization;
- Having a paid or unpaid role with a charitable or religious organization;
- Being a significant owner of a holding company;
- Outside paid or unpaid positions handling the investments or finances of an organization, such as acting as a treasurer for an organization of being on their finance committee;
- Fiduciary appointments such as an administrator, executor, guardian, or trustee; and
- Active involvement or participation in political party activities.
Pre-clearance Requirement
Employees are required to obtain pre-clearance from the Chief Compliance Officer prior to engaging in any outside activities by submitting the Outside Business Activity Reporting form provided in Appendix A of the Code. Approval, if any, will be granted on a case-by-case basis. The Chief Compliance Officer will only approve outside business activities that do not impair or impede the performance of ARGA and its regulatory obligations and do not represent a conflict of interest that should be avoided. Further, the Chief Compliance Officer will determine whether ARGAs Form ADV requires any additional disclosures as a result of the outside business activities. Even if pre-clearance is obtained, employees may not conduct business relating to such activity during working hours or on ARGAs premises.
Reporting Requirements
1. Initial Reporting
Employees are required to complete ARGAs Outside Business Activity Reporting form initially upon hire and thereafter as their circumstances change.
- Details of the activity must be disclosed, including a full description of the nature of the proposed activity, name and address of the entity involved, the amount of time the activity will consume, amount of compensation, if any, and disclosure of any potential conflicts of interest arising from the proposed activity.
- Additionally, Access persons must disclose whether they, their spouses, partners or any other members of their immediate households are employed by publicly traded companies and in
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what capacity (i.e. outside employment), as well as any other activities. This disclosure should also be made on the Outside Business Activity Reporting form.
The Chief Compliance Officer will evaluate whether any disclosed activity poses a conflict with ARGAs business and/or pose a substantial risk of Access Persons coming into contact with material non-public information (MNPI), such as earnings, the awarding of major contracts, changes in company management, etc. Note that MNPI comes in many different forms and it is not possible to list them all here. The Chief Compliance Officer will evaluate the facts and circumstances of each disclosure to determine whether the activity poses a substantial risk of the Access Person coming into possession of MNPI and place the issuer on ARGAs Restricted List, as appropriate. Once an issuer is on the Restricted List, Access Persons (including their spouses and other persons and entities captured in the definition of
Access Person) are prohibited from trading in such issuers for ARGA clients and their personal brokerage accounts until the issuer has been removed from the Restricted List.
2. Annual Reporting
All employees are required to re-certify the above disclosures on an annual basis. See Exhibit A, Outside Business Activity form.
Political Contributions / Bribery
Rule 206(4)-5 of the Advisers Act9 is designed to curtail practices commonly known as pay-to-play, where an investment adviser makes contributions or other payments to state or municipal public officials who have the ability to influence the award of investment advisory contracts.
There are three prongs to the rule:
§ Two-year ban on receiving compensation from a government entity if an investment adviser or a covered associate of the investment adviser makes a political contribution to a public official of that entity who can influence the award of advisory business.10§ Ban on paying a third party to solicit government business (unless the third party is a registered broker-dealer or registered investment adviser, themselves subject to the pay-to-play restrictions).§ Ban on soliciting or coordinating contributions to officials of a government entity to which an adviser is seeking to provide investment advisory services or payments to a political party of a state or locality where an adviser provides or seeks to provide services. Soliciting is defined broadly: o An adviser that consents to the use of its name on fundraising literature for a candidate would be soliciting contributions for that candidate. o An adviser that sponsors a meeting or conference that features a government official which involves fundraising would be soliciting contributions for that government official.
The rule also has a catch all provision that makes it unlawful for an adviser or any of its Covered
9 State laws impose similarly strict prohibitions on political contributions, some of which extend to contributions by spouses and family members. For example, Connecticut law prohibits individuals who are principals of an investment services firm, political committees formed by a firm which provides investment services to the State Treasurer and political committee formed by principals of such firms, and to which the State Treasurer pays compensation, expenses, fees or issues a contract, from soliciting or making any contribution to any candidate or exploratory committee for nomination or election to the office of State Treasurer during the term of the State Treasurer who does business with such firm.
10 Under certain circumstances, an adviser can seek an SEC exemption from the prohibitions. The SEC will consider, among other things, whether the exemption is in the public interest, whether the adviser had knowledge of the contributions, the timing and amount of the contribution and the nature of the election (federal, state or local).
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Associates to do anything indirectly which, if done directly, would result in a violation of the rule. Funneling payments through third parties such as consultants, attorneys, family members, friends or companies affiliated with the adviser are therefore prohibited.
Two-Year BanStrict Liability11
- This is a strict liability rule, meaning the rule does not require a showing of quid pro quo or actual intent to influence a public official12 .
- The two-year time out resulting from a covered associate making a contribution will continue to apply even if the covered associate is no longer employed by the adviser.
- The two-year time out applies even if a government entity has been a client of an investment advisor prior to the time of a contribution13 (i.e. applies to existing relationships).
- Prior contributions follow an individual if he or she subsequently becomes a covered associate of an investment adviser (two-year look-back). The two-year look-back period is shortened to six months if the person does not actually solicit clients on behalf of the adviser.
- Ban applies even if the adviser was unaware of the contribution.
Who is a Covered Associate?
- A covered associate is defined as any general partner, managing member or executive officer (further defined below) or other individual with a similar status or function or those with similar functions;
- Any employee who solicits a government entity and any direct/indirect supervisor of such employee (see below); and
- Any political action committee (PAC) controlled by the investment adviser or any of the advisers covered associates.
Executive Officer. Includes: (i) the president; (ii) any vice president in charge of a principal business unit, division or function (such as sales, administration or finance); (iii) any other officer of an investment adviser who performs a policy-making function; or (iv) any person who performs similar policy-making functions for an investment adviser. Whether a person is an executive officer depends on his/her function, not title (i.e. ability to influence), and applies to those officers whose position in the firm is more likely to incentivize them to obtain or retain clients (and, therefore, to engage in pay to play practices).
Employees who Solicit Government Clients. An employee need not be primarily engaged in solicitation activity to be considered a covered associate under the rule. Additionally, all supervisors of employees who solicit government clients are deemed covered associates as the incentive to engage in pay to play exists for all such supervisors and not just those that have a certain level of seniority.
Who is a Public Official?
- A public official includes a state or municipal incumbent, candidate or successful candidate if the office is directly or indirectly responsible for, or can influence the selection of, an investment adviser.
11 In certain circumstances, an adviser may apply for an order exempting it from the two-year compensation ban. These circumstances are rare and contingent upon several factors which the SEC will consider in determining whether the exemption would be in the public interest.
12 In re TL Ventures, SEC Release No. 3859 (broadest possible course of enforcement for pay-to-play rules granted to SEC where the agency did not have to provide intent to influence or actual influence.
13 Ibid.
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- If the official has the authority to appoint a person who can directly or indirectly influence the selection process (look to the scope of authority for the particular office, not the influence actually exercised), he or she is considered a public official.
- The rule does not apply to contributions to candidates for federal office. However, the ban will be triggered by a contribution to a federal campaign of a current municipal or state officeholder running for federal office.
- A contribution to an inaugural or transition account for a victorious candidate for state or local office counts as a contribution to that official.
Contribution Defined
- Includes anything of value made for the purpose of influencing an election (e.g. gift, entertainment, favor, loan, advance, transition/inaugural expenses).14
- Includes transition or inaugural expenses of a successful candidate for state or local office (but not for federal office).
- The rule generally does not apply to contributions to political parties or political action committees (PACs) do not directly implicate the rules prohibitions on contributions if the contributions are not attributable to a particular candidate (but PACs should be scrutinized to make sure they will not pass along the contribution to covered officials).
- A donation of time is generally not considered to be a contribution provided the adviser has not solicited the officials efforts and the advisers resources (office space, telephones, etc.) are not used.
Government Entity Defined
- Any state or political subdivision of a state
- Includes any agency, authority, or instrumentality of the state or political subdivision.
- Includes a pool of assets sponsored or established by the state or political subdivision or any agency, authority or instrumentality thereof, including, but not limited to a defined benefit plan as defined in section 414(j) of the Internal Revenue Code (26 U.S.C. 414(j)), or a state general fund.
- Includes a plan or program of a government entity (e.g. pension/retirement plans).
- Includes officers, agents, or employees of the state or political subdivision or any agency, authority or instrumentality thereof, acting in their official capacity.
Exceptions for De Minimis Contributions by Covered Associates
De Minimis aggregate contributions are permitted without triggering the two-year time out of up to:
- $350 per election, to an elected official or candidate for whom the Covered Associate is entitled to vote15
- $150 per election, to an elected official or candidate for whom the Covered Associate is not entitled to vote
14 Given the ruling in In re TL Ventures, SEC Release No. 3859 where the SEC did not have to provide intent to influence or actual influence, it would appear that any contribution may be deemed as intending to influence a state or municipal election.
15 An adviser has a limited ability to cure the consequences of an inadvertent political contributions to an official for whom a covered associate is not entitled to vote provided (i) the contributions, in the aggregate, do not exceed $350 to any one official, per election; (ii) the adviser discovered the contribution which resulted in the prohibition within four months of the date of such contribution; and (iii) the contribution is returned promptly within 60 days after the advisers learning of the triggering contribution.
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ARGAs Policy on Political Contributions
1. Covered Associates
Due to the strict liability imposed by the pay to play regulations, both ARGA and its Covered Associates are prohibited from making any contributions to any elected official or candidate for state or local office.
Presently, ARGAs Covered Associates include:
- Senior management, officers and those with policy-making functions
- Any employee who solicits a government entity and his/her direct/indirect supervisor
- Members of ARGAs Portfolio Construction Teams
- Members of the Client Relations Team
- Director of Marketing
2. All Other Employees
Due to the possibility that an official or candidate may be or become a Client of ARGA, ARGA recommends that all other employees refrain from making contributions to any elected official or candidate. If an employees who is not a Covered Associated wishes to make a contribution within the de minimis restrictions described above, he or she must obtain the Chief Compliance Officers prior written approval.
Employees are urged, when making a contribution, to use caution and ascertain who or what entity is the ultimate recipient of the donation. Additionally, employees are reminded that they cannot circumvent the pay-to-play restrictions by directing or funding contributions through third parties, such as spouses, children, friends, lawyers and the like.
U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA)
The U.S. Foreign Corrupt Practices Act of 1977, as amended, prohibits certain classes of persons and entities from make payments to foreign government officials to assist in obtaining or retaining business16.
Specifically, the anti-bribery provisions of the FCPA prohibit the willful use of the mail or any means or instrumentality of interstate commerce corruptly to make payments, promises, offers to pay money or other things of value to influence officials or governments outside the U.S.
ARGA strictly prohibits payments or promises to pay money and other things of value to influence any person or entity outside the United States. Since it may sometimes be difficult to determine at what point a business courtesy extended to another person or entity crosses the line and may be deemed a bribe, no entertainment, gifts, money, or other things of value, including travel or hotel expenses paid, may be made to any non-U.S. official under any circumstances, without the prior written approval of the Chief Compliance Officer.
Note that ARGAs separate Code of Conduct expressly prohibits the offering or receipt of any bribes, kickbacks or preferential treatment in the course of business-related dealings with any person or organization whatsoever.
Recordkeeping Requirements
ARGA maintains records of:
16 The FCPA applies to any U.S. or foreign corporation that has a class of securities registered, or that is required to file reports under the 1934 Act and to any individual who is a citizen, national or resident of the United States and any corporation and other business entity organized under the laws of the United States or of any individual U.S. state, or having its principal place of business in the United States.
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- Name, title and residential addresses of all Covered Associates,
- Government entities to whom ARGA provides (or has provided within the past five years) advisory services, and
- Contributions made to government officials, state or local political parties or PACs.
Compliance Measures
- Initial Reporting: Employees are required to report any direct or indirect (i.e. contributions made by family members living in the same household) political contributions in the past two years prior to their employment with ARGA.
- Quarterly Reporting: Ona quarterly basis, employees must disclose any direct or indirect (i.e. contributions made by family members living in the same household) contributions made to political officials or candidates for political office.
- Annual Certification: Employees must certify that they have disclosed all direct and indirect political contributions made during the year.
- Compliance Review: Campaign contribution websites are checked quarterly for contributions by employees as well as employee spouses.
See Exhibit C, Political Contribution Reporting forms.
Whistleblower Reporting and Procedures
All employees are required to promptly report any violations of the Code. ARGAs whistleblower reporting procedures allow employees to submit a good faith complaint regarding any violations on an anonymous basis, without fear of dismissal or retaliation of any kind.
As an employee you are obligated to report any irregularities to your immediate supervisor or senior management. If for any reason you are uncomfortable doing so or simply prefer not to report to those persons, you may submit your complaint to the Chief Compliance Officer, who oversees all employee complaints.
Procedure for Submitting Complaint
| Complaint Form. All complaints must be accompanied by an Employee Complaint Form. | ||
| Content of Complaint. The complaint should, to the extent possible, contain: | ||
| o | A complete description of the alleged event, matter or issue that is the subject of the complaint, including the approximate date and location; | |
| o | The name of each person allegedly involved in the conduct giving rise to the complaint; and | |
| o | Any additional information, documentation or other evidence available to support the complaint or aid the investigation of the complaint. | |
Complaints or concerns that contain unspecified wrongdoing (for example, John Doe is a crook) or broad allegations without verifiable support may reduce the likelihood that an investigation based on such complaints or concerns will be initiated.
See Exhibit B, Employee Complaint form.
Treatment of Complaints after Submission
The Chief Compliance Officer is responsible for reviewing whistleblower submissions and determining the proper course of action.
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Determining the Status of Your Complaint
To follow up on the status of your submission, contact the Chief Compliance Officer. However, depending on the sensitive or confidential nature of the issues involved in the submission, you may not be able to receive a status report at the time.
Confidentiality/Anonymity
The confidentiality of the employee making a complaint will be maintained to the extent reasonably practicable within the legitimate needs of the law and any ensuing investigation. If you would like to discuss any matter with the Chief Compliance Officer, you should indicate this in the submission and include a telephone number or email address at which you may be contacted.
No Retaliation Permitted
ARGA does not permit retaliation against, nor will it discharge, demote, suspend, threaten, harass or discriminate against any employee for submitting a complaint made in good faith. Good faith means that the employee holds a reasonable belief that the complaint is true and that the employee has not made the complaint for personal gain or for any other ulterior motive.
Code Acknowledgment/Annual Disciplinary Questionnaire
All employees must acknowledge in writing that they have received, read and understood the Code, recognize they are subject to its provisions and have complied with its requirements, and that they have reported all personal securities transactions as required. Additionally, all employees are required to complete a disciplinary questionnaire annually.
Duties of the Code Administrator
| Maintain a current list of all Access Persons with an appropriate description of their titles. | ||
| Furnish all employees and Access Persons with a copy of the Code, initially upon hire and at least annually thereafter, informing them of their duties and obligations under the Code. | ||
| Designate, as desired, appropriate personnel to assist with the compliance obligations under the Code (e.g. review transactions and holdings reports submitted by Access Persons, review employee emails) and request, as needed, certifications from such personnel regarding their tasks. | ||
| Review and consider pre-approval requests from Access Persons; ensure approval signatures are secured from appropriate ARGA individuals. | ||
| Maintain all records produced in relation to the Code. | ||
| Note all transactions executed in violation of the Code. | ||
| Submit a written report at least annually to the Chief Investment Officer with respect to each ARGA managed portfolio which: | ||
| o | Describes any issues arising under the Code since the last report to the Chief Investment Officer including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations. | |
| o | Summarizes any material changes in the procedures made during the previous year. | |
| o | Identifies any recommended changes in existing restrictions or procedures based upon evolving industry practices or developments in applicable laws or regulations. | |
| o | Certifies that ARGA has adopted procedures reasonably necessary to prevent employees and Access Persons from violating the Code. | |
Recordkeeping
The Code Administrator maintains the following records:
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- A copy of the Code, adopted pursuant to Rule 17j-1 of the 1940 Act or Rule 204A-1 of the Advisers Act, which has been in effect during the most recent five-year period.
- A record of any violation of the Code, and of any action taken as a result of such violation, within five years from the end of the fiscal year in which such violation occurred.
- A copy of all executed acknowledgements during the most recent five year period.
- A copy of each report made by an Access Person, as well as trade confirmations and/or account statements that contain information not duplicated in such reports, within five years from the end of ARGAs fiscal year in which such report is made or such information is provided, the first two years in an easily accessible place.
- A copy of each report made by the Code Administrator within five years from the end of the ARGAs fiscal year in which such report is made or issued, the first two years in an easily accessible place.
- A list, in an easily accessible place, of all persons who are, or within the most recent five year period have been, Access Persons or were required to make reports pursuant to Rules 17j-1 and 204A-1 and this Code, or who are or were responsible for reviewing these reports.
- A record of any decision, and the reasons supporting the decision, to permit an Access Person to acquire a Private Placement or Initial Public Offering security, for at least five years after the end of the fiscal year in which permission was granted.
Penalties and Sanctions
Violations of this Code are subject to such sanctions as the Code Administrator deems appropriate under the circumstances to achieve the purposes of this Code, taking into account the nature of the violation, materiality and frequency.
ARGA reserves the right to take any legal action it deems appropriate against any employee who violates any provision of this Code and to hold an employee liable for any and all damages (including, but not limited to, all costs and attorney fees) that ARGA may incur as a direct or indirect result of any such employees violation of this Code or related law or regulation.
Sanctions include, but are not limited to, one or more of the following:
| o | Verbal warning |
| o | Letter of censure |
| o | Suspension or termination of employment |
With regards to personal securities transactions, additional sanctions may be imposed as deemed appropriate by the Code Administrator, such as:
- Disgorgements of profits realized on prohibited trades.
- Restitution of an amount equal to the difference between the price paid or received by the affected Client(s) and the more advantageous price paid or received by the offending person; the suspension or termination of personal trading privileges; or the suspension or termination of employment.
- Effective January 1, 2017: Three non-material violations of the Code in any given year will result in an automatic suspension of personal trading privileges for a period of six months.
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Code of Ethics-Acknowledgment and Certification 2018
To: Administrator of ARGAs Code of Ethics
In accordance with the requirements of the Code of Ethics of ARGA Investment Management, LP (Code) dated December 2018, I hereby certify that, as a condition of my employment:
1) I have received, read and understood the Code;
2) I confirm that I am in compliance and have complied with the requirements of the Code; and
3) I have disclosed and reported all personal securities holdings and transactions as required by the Code.
In addition, I certify that:
1) I have disclosed any and all actual and potential conflicts of interest, insofar as they may be relevant or impact in any way the Code as a whole and its requirements separately including but not limited to ARGAs policies on Insider Trading, Personal Securities Transactions, Gifts and Entertainment, Political Contributions, Outside Business Activities and Anti-Corruption.
2) I have never been found civilly liable for, or criminally guilty of, insider trading and no legal proceedings alleging that I have violated the law on insider trading are now pending or, to my knowledge, threatened by any person or authority.
3) I have not come into contact with, received, appropriate or tipped anyone on MNPI and I have not traded based on MNPI, directly or indirectly.
3) I have disclosed all gifts sent and received by reason or because of my employment with ARGA.
4) I have disclosed all political contributions made, directly or indirectly, by myself and/or my spouse, partner or other family member living in my household.
5) I have disclosed all outside business activities undertaken by myself and I have disclosed all employment or affiliations, whether relating to me directly or relating to my spouse, partner or other family member living in my household.
I understand that any violation of the Code is grounds for immediate disciplinary action up to and including termination of my employment with ARGA, as well as other sanctions as described in the Code and as deemed appropriate by the Code Administrator in her discretion.
____________________________
Signature
____________________________
Name
____________________________
Date
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ARGA Investment Management, LP Code of Ethics, 2018
Code of Ethics-Disciplinary Questionnaire 2018
| Please respond to all questions. Complete written details of all events or proceedings must be provided. | |
| An executed copy of this form should be provided to the Chief Compliance Officer. | |
| Criminal Actions | |
| 1. Have you ever: | |
| (a) been convicted of or pled guilty or nolo contendere (no contest) in a domestic, foreign or military | |
| court to any felony? | YES NO |
| (b) been charged with any felony? | YES NO |
| 2. Based upon activities that occurred while you exercised | |
| control over it, has an organization ever: | |
| (a) been convicted of or pled guilty or nolo contendere (no | |
| contest) in a domestic, foreign or military court to any felony? | YES NO |
| (b) been charged with any felony? | YES NO |
| 3. Have you ever: | |
| (a) been convicted of or pled guilty to or nolo contendere | |
| (no contest) in a domestic, foreign or military court to a | |
| misdemeanor involving: investments or an investment related | |
| business or any fraud, false statements or omissions, | |
| wrongful taking of property, bribery, perjury, forgery, counterfeiting, | |
| extortion or a conspiracy to commit any of these | |
| offenses? | YES NO |
| (b) been charged with any felony specified in 3(a)? | YES NO |
| (c) been charged with a misdemeanor specified in 3(a)? | YES NO |
| 4. Based upon activities that occurred while you exercised | |
| control over it, has an organization ever: | |
| (a) been convicted of or pled guilty or nolo contendere (no | |
| contest) in a domestic or foreign court to a misdemeanor | |
| specified in 3(a)? | YES NO |
| (b) been charged with a misdemeanor specified in 3(a)? | YES NO |
| Regulatory Disciplinary Actions | |
| (5) Has the U.S. Securities and Exchange Commission or | |
| the Commodity Futures Trading Commission ever: | |
| (a) found you to have made a false statement or omission? | YES NO |
29
ARGA Investment Management, LP Code of Ethics, 2018
| (b) found you to have been involved in a violation of its | |
| regulations or statutes? | YES NO |
| (c) found you to have been a cause of an investment- related | |
| business having its authorization to do business denied, suspended, | |
| revoked or restricted? | YES NO |
| (d) entered an order against you in connection with an | |
| investment-related activity? | YES NO |
| (e) imposed a civil money penalty on you, or ordered you | |
| to cease and desist from any activity? | YES NO |
| (6) Has any other Federal regulatory agency or any state | |
| regulatory agency or foreign financial regulatory authority | |
| ever: | |
| (a) found you to have made a false statement or omission or | |
| been dishonest, unfair or unethical? | YES NO |
| (b) found you to have been involved in a violation of | |
| investment-related regulation(s) or statute(s)? | YES NO |
| (c) found you to have been a cause of an investment- related | |
| business having its authorization to do business denied, suspended, | |
| revoked or restricted? | YES NO |
| (d) entered an order against you in connection with an | |
| investment-related activity? | YES NO |
| (e) denied, suspended or revoked your registration or license | |
| or otherwise, by order, prevented you from associating with | |
| an investment-related business or restricted your activities? | YES NO |
| (7) Has any self-regulatory organization or commodities | |
| exchange ever: | |
| (a) found you to have made a false statement or omission? | YES NO |
| (b) found you to have been involved in a violation of its | |
| rules (other than a violation designated as a minor rule violation | |
| under a plan approved by the U.S. Securities and Exchange | |
| Commission)? | YES NO |
| (c) found you to have been the cause of an investment- related | |
| business having its authorization to do business denied, | |
| suspended, revoked or restricted? | YES NO |
| (d) disciplined you by expelling or suspending you from | |
| membership, barring or suspending your association with its | |
| members, or restricting your activities? | YES NO |
30
ARGA Investment Management, LP Code of Ethics, 2018
| (8) Has your authorization to act as an attorney, accountant | |
| or federal contractor ever been revoked or suspended? | YES NO |
| (9) Have you been notified, in writing, that you are now | |
| the subject of any: | |
| (a) regulatory complaint or proceeding that could result in a | |
| yes answer to any part of 5, 6 or 7? | YES NO |
| (b) Investigation that could result in a yes answer to any | |
| part of 1, 2, 3 or 4? | YES NO |
| Civil Judicial Actions | |
| (10) Has any domestic or foreign court ever: | |
| (a) enjoined you in connection with any investment-related | |
| activity? | YES NO |
| (b) found that you were involved in a violation of any | |
| investment-related statute(s) or regulation(s)? | YES NO |
| (c) dismissed, pursuant to a settlement agreement, an | |
| investment-related civil action brought against you by a state | |
| or foreign financial regulatory authority? | YES NO |
| (11) Are you named in any pending investment-related civil | |
| action that could result in a yes answer to any part of 10? | YES NO |
| Customer Complaints | |
| (12) Have you ever been named as a respondent/defendant | |
| in an investment-related, consumer-initiated arbitration or | |
| civil litigation which alleged that you were involved in one | |
| or more sales practice violations and which: | |
| (a) is still pending; or | YES NO |
| (b) resulted in an arbitration award or civil judgment against | |
| you, regardless of amount; or | YES NO |
| (c) was settled for an amount of $10,000 or more? | YES NO |
| (13) Have you ever been the subject of an investment related, | |
| consumer-initiated complaint, not otherwise reported | |
| under question 12 above, which alleged that you were | |
| involved in one or more sales practice violations, and which | |
| complaint was settled for an amount of $10,000 or more? | YES NO |
| (14) Within the past twenty-four (24) months, have you | |
| been the subject of an investment-related, consumer-initiated, | |
31
ARGA Investment Management, LP Code of Ethics, 2018
| written complaint, not otherwise reported under | |
| question 12 or 13 above, which: | |
| (a) alleged that you were involved in one or more sales practice | |
| violations and contained a claim for compensatory damages | |
| of $5,000 or more (if no damage amount is alleged, the | |
| complaint must be reported unless the firm has made a good | |
| faith determination that the damages from the alleged conduct | |
| would be less than $5,000), or; | YES NO |
| (b) alleged that you were involved in forgery, theft, misappropriation | |
| or conversion of funds or securities? | YES NO |
| Terminations | |
| (15) Have you ever voluntarily resigned, been discharged or | |
| permitted to resign after allegations were made that accused | |
| you of: | |
| (a) violating investment-related statutes, regulations, rules or | |
| industry standards of conduct? | YES NO |
| (b) fraud or the wrongful taking of property? | YES NO |
| (c) failure to supervise in connection with investment- related | |
| statutes, regulations, rules or industry standards of conduct? | |
| YES NO | |
| Financial | |
| (16) Within the past 10 years: | |
| (a) have you made a compromise with creditors, filed a | |
| bankruptcy petition or been the subject of an involuntary | |
| bankruptcy petition? | YES NO |
| (b) based upon events that occurred while you exercised | |
| control over it, has an organization made a compromise with | |
| creditors, filed a bankruptcy petition or been the subject of | |
| an involuntary bankruptcy petition? | YES NO |
| (c) based upon events that occurred while you exercised | |
| control over it, has a broker or dealer been the subject of an | |
| involuntary bankruptcy petition, or had a trustee appointed, | |
| or had a direct payment procedure initiated under the Securities | |
| Investor Protection Act? | YES NO |
| (17) Has a bonding company ever denied, paid out on or | |
| revoked a bond for you? | YES NO |
| (18) Do you have any unsatisfied judgments or liens | |
| against you? | YES NO |
32
ARGA Investment Management, LP Code of Ethics, 2018
I certify and acknowledge that the above statements are true and correct tithe best of my knowledge and agree to immediately notify ARGA if such information becomes inaccurate in any way.
___________________________________
Employee Name:
Date:
__________________________________
Name: Neda Clark, Chief Compliance Officer
Date:
33
ARGA Investment Management, LP Code of Ethics, 2018
Reporting Forms
Exhibit A. Outside Business Activity Forms
A1. Outside Business Activity Initial Reporting Form
A2. Annual Outside Business Activity/Insider Disclosure Reporting Form A3. Outside Business Activity Approval Request
Exhibit B. Employee Complaint Form
Exhibit C. Political Contribution Reporting Forms
C1. Initial Political Contribution Reporting Form C2. Quarterly Political Contribution Reporting Form C3. Political Contribution Pre-Clearance Form
Exhibit D. Personal Accounts/Securities Transactions Reporting Forms
D1. Initial Personal Accounts Holdings Report
D2. Annual Personal Accounts Holdings Report
D3. Private Placement Participation Approval Request Form D4. Initial Public Offering Participation Approval Request Form D5. Quarterly Transaction Report D6. Personal Securities Trading Authorization Pre-Clearance Form
34
EDINBURGH PARTNERS
GROUP COMPLIANCE MANUAL
| Index | |
| Section | Topic |
| 1 | Regulators |
| 2 | Company Structure and Permissions |
| 3 | Principles |
| 4 | Senior Management Arrangements, Systems and Controls |
| 5 | Code of Ethics |
| 6 | Regulatory Registrations |
| 7 | Client Classification |
| 8 | Anti Money Laundering |
| 9 | New Clients |
| 10 | Portfolio Management and Dealing |
| 11 | Market Abuse and Insider Dealing |
| 12 | Conflicts of Interest Policy |
| 13 | Employee Service as Outside Director |
| 14 | Execution Policy |
| 15 | Proxy Voting |
| 16 | Complaint Handling |
| 17 | Inducements |
| 18 | Anti Bribery Policy |
| 19 | Anti Corruption Policy |
| 20 | Whistleblowing |
| 21 | FRI Blackout Policy |
| 22 | PA Dealing |
| 23 | Record Keeping |
| 24 | Information Security |
| 25 | Breach and Incident Management |
| 26 | Disaster Recovery |
| 27 | Advertising |
| 28 | Operational Risk |
| 29 | Training and Competence |
| 30 | Political Contributions and Lobbying |
| 31 | Research Policy |
| 32 | Schedule 1 |
| 33 | Schedule 2 |
| 34 | Schedule 3 |
| 35 | Schedule 4 |
| 36 | Schedule 5 |
| 37 | Schedule 6 |
| 38 | Schedule 7 |
| 39 | Schedule 8 |
Group Compliance Manual Introduction
It is the policy of Edinburgh Partners (EP) that all operations are to be conducted in compliance with any applicable laws and with the highest ethical standards. This policy applies to all employees and others working on behalf of EP wherever located. Each employee of EP has an obligation to act at all times in an honest and ethical manner and with the highest integrity in dealings with clients and/or any third party.
The purpose of the compliance manual is to provide all employees and others working on behalf of EP the key policies and procedures which set out the standards that are expected.
This manual takes into account the regulations of the various regulators which EPL and its subsidiaries are regulated by.
EP's policies, governmental regulations and industry standards relating to these policies and procedures can change over time, therefore EP will modify these policies and procedures as and when required. Should EP significantly revise any section within this manual, staff will receive written notification from the Chief Compliance Officer or their representative. It is the responsibility of each employee to become familiar with any modifications to the manual.
1. Regulators
EPL is registered with the following regulators:
- The Financial Conduct Authority in the UK (FCA);
- The Securities and Exchange Commission (SEC) in the US;
- Australian Securities and Investment Commission (ASIC) as Non Registered Entity under a class exemption for International Advisers;
- The British Columbia Securities Commission (BCSC) in Canada;
- The Ontario Securities Commission (OSC) in Canada;
- Nova Scotia Securities Commission (NSSC) in Canada;
- Quebec - Autorite des Marches Financiers (AMF) in Canada; and
- Financial Services Commission (FSC) in Korea.
EPL acts as an Investment Advisor to Edinburgh Partners Opportunities Fund plc (EPOF), an Irish registered Investment Company. There are currently five sub funds and these are recognised by the Central Bank of Ireland in the Republic of Ireland. The five sub funds are:
- Edinburgh Partners Global Opportunities Fund
- Edinburgh Partners European Opportunities Fund
- Edinburgh Partners Pan European Opportunities Fund
- Edinburgh Partners Emerging Opportunities Fund
- Edinburgh Partners Worldwide Opportunities Fund
EPAL is authorised and regulated by the Financial Conduct Authority and acts as AIFM to two UK listed Investment Companies and to the EP Emerging Markets Portfolio LP (3C7 Fund).
EPNA is registered as an investment adviser with the Securities and Exchange Commission (SEC) in the US. EPNA acts as a sub-adviser to the EPOF Worldwide Opportunities sub-fund, the EPOF Global Opportunities sub-fund, the EPOF European sub-fund and the Pan European sub-fund.
Regulators
It is the role of the Regulatory and Operational Risk department to ensure that the regulated firms within EP conduct their business in compliance with relevant rules. However, it is the responsibility of all staff to be aware of and comply with those rules contained in the Compliance Manual that impact their area.
EPL is regulated by a number of regulators who have adopted rules which impose additional obligations to that required by the FCA. Whilst all individuals within EPL are required to meet FCAs requirements in terms of behaviour including the additional requirements placed on Approved Persons, individuals are also required to maintain a standard of business conduct which reflects our fiduciary obligations. Other behaviours which regulations stipulate as unacceptable are the following:
- to employ any device, scheme or artifice to defraud our clients
- to make an untrue statement of a material fact to our clients or omit to state a material fact, or provide misleading information
- to engage in any act, practice or course of business that operates or would operate as fraud or deceit to our clients
- to engage in any manipulative practice with respect to our clients.
In addition, all staff are required to comply with applicable US and Canadian securities laws. At EP we aim to achieve this by translating all the relevant requirements into the procedures and guidelines which are set up within the Group. Thus, if employees are complying with the compliance manual requirements and all the relevant internal procedures they should meet these standards.
The SEC Fiduciary duty rule
As registered investment advisers, EPL, EPNA and their staff have fiduciary and other obligations to clients. This means EPL and EPNA must, among other things, (i) render disinterested and impartial advice; (ii) make suitable investment decisions (or recommendations) for clients in light of their investment objectives and restrictions; (iii) exercise a high degree of care to ensure that adequate and accurate representations and other information about investments are made to and selected for clients; (iv) have an adequate basis in fact for any and all recommendations, representations, and forecasts; (v) refrain from actions or transactions that conflict with interests of any client, unless the conflict has first been disclosed to the client and the client has (or may be considered to have) waived the conflict; and (vi) treat all clients fairly and equitably.
A breach of any of these duties or obligations may, depending on the circumstances, expose EPL and EPNA, their supervisory personnel and any employee involved to SEC or Canadian disciplinary actions and to potential criminal and civil liability, as well as subject the employee to the firm's sanctions up to and including termination of employment.
2. Company Structure and Permissions
Edinburgh Partners Limited (EPL), was established in 2003 and has four subsidiaries.; Edinburgh Partners AIFM Ltd (EPAL), which acts as the AIFM to two UK listed Investment Companies and the EP Emerging Markets Portfolio LP (3C7 Fund), Edinburgh Partners North America, Inc. (EPNA), an SEC registered investment adviser which also performs activities relating to sales, marketing and client service for US and Canadian clients of EPL, Edinburgh Partners EM GP LLC, which is a US entity established to set up the 3C7 Fund and Theseus Investment Partners Ltd, a dormant company. This group of companies will be collectively referred to as Edinburgh Partners (EP). EPL is a wholly owned subsidiary of Franklin Resources, Inc.
The executive directors of EPL are Sandy Nairn,Kenneth Greig and Jeremy Young. There are also four non-executive directors of EPL who are Adrian White, William Jackson, Martyn Gilbey and Paul John Brady. A structure chart is contained in schedule 1.
EPAL is a limited company and is 100% owned by EPL. It has three executive directors: Sandy Nairn, Kenneth Greig and Jeremy Young. The company has no staff, all services (with the exception of risk management) are either bought in from other Group companies or provided by external parties.
EPNA is wholly owned by EPL. It has three directors, Neil Devlin, Sandy Nairn and Tom Dickson.
Governance and Oversight
The primary responsibility for the development and maintenance of EP's internal control environment lies with the respective Boards.
To ensure that the Boards can manage EP's business in a timely and effective manner, EP has a committee structure in place which provides the framework within which its activities can be managed and monitored successfully:
- Executive Management Committee;
- Operational Management Committee;
- Broker Review Committee; and
- Product Governance Committee
This structure is shown in Schedule 1.
- Executive Management Committee (EMC)
Business and strategic management matters are addressed at monthly meetings of the EMC. This Committee monitors the operating performance of EPL and ensures that there is appropriate allocation of resource and responsibilities to each functional area of EPL. The EMC has oversight and governs material matters raised at the Operations Management Committee (OMC), the Broker Review Committee (BRC) and the Product Governance Committee (PGC).
Membership of this Committee comprises of the Legal Partner, Chief Operating Officer, Client Service & Sales Partner, Operations Partner, Investment Partner, Head of Regulatory and Operational Risk and Head of Projects.
- Operations Management Committee (OMC)
The OMC meets quarterly. The purpose of this Committee is to carry out oversight of policies and procedures, operational risk processes and outsourcing arrangements of EP, in accordance with strategy and policy as developed by the Boards and EMC. This Committee is responsible for the review and challenge of the Risk Assessment of the Group, which is then approved by the EPL Board of Directors.
Membership of this Committee comprises the Heads of the main operating departments. Any issues arising from this meeting are raised at the EMC.
- Broker Review Committee (BRC)
The BRC meets on a quarterly basis to review the approved broker list and to review operational performance, transaction costs and commission paid to each of the brokers during the previous quarter. The Committee comprises representatives from Investment Management, Fund Operations and Regulatory and Operational Risk. Any issues arising from this meeting are raised at the EMC.
- Product Governance Committee (PGC)
The PGC meets on an annual basis and on an ad hoc basis to review the appropriateness of existing products and services for EPs current and potential client base. In addition, it reviews new products. Membership of this Committee comprises of the Chief Operating Officer and representatives from Client Services and Sales, Regulatory and Operational Risk. Fund Operations and Legal. Any issues arising from this meeting are raised at the EMC.
FCA Permissions
Edinburgh Partners Limited (EPL)
EPL is permitted to carry on the following activities subject to the conditions and restrictions set out below:
Managing Investments - This permission allows the Company to manage investments on behalf of customers.
Advising on Investments - This permission permits the Company to advise customers.
Dealing in Investments as agent - This permission allows the Company to deal in investments on behalf of customers.
Arranging (bringing about) deals in Investments - This permission allows the Company to arrange deals on behalf of customers.
Making arrangements with a view to transactions in Investments - This permission is an extension of permission 4 above and allows the Company to put in place arrangements in relation to persons entering into transactions in investments.
Agreeing to carry on a regulated activity - This permission allows the Company to agree to carry on any of the regulated activities mentioned above.
There are restrictions on the activities that EPL can undertake:
- EPL is not permitted to hold client money
- EPL is not permitted to hold client assets
- EPL is not permitted to arrange custody or safekeeping for clients
- EPL is only permitted to have either Eligible Counterparties or Professional Clients as its customers.
Edinburgh Partners AIFM Ltd (EPAL)
EPAL is authorised to perform the following:
Managing unauthorised AIFs - This allows EPAL to perform the activities necessary to comply with AIFMD.
Agreeing to carry on a regulated activity - This permission allows the Company to agree to carry on the regulated activity mentioned above.
EPL and EPAL are authorised to undertake the Regulated Activities detailed above.
Edinburgh Partners North America, Inc. (EPNA)
EPNA is registered as an Investment Adviser with the SEC. discretionary Investment Management services in the US.
It is permitted to provide
Edinburgh Partners EM GP LLC
This entity is NOT permitted to carry on Regulated Activities. The EP Emerging Markets Portfolio LP is an unregistered fund through reliance on an exemption from registration within section 3C7 of the Investment Companies Act 1940.
Theseus Investment Partners Ltd
Theseus is NOT permitted to carry on Regulated Activities.
3. Principles
The FCA sets out 11 principles for business which are a general statement of fundamental obligations of firms authorised under the FSMA. EP considers these to be the minimum standard of practice to be adopted by EP and its employees in relation to dealings with customers and the FCA. It follows that breach of any of the Principles will expose that individual to disciplinary action.
Integrity - EP must conduct its business with integrity.
Skill, Care and Diligence - EP must conduct its business with due skill, care and diligence.
Management and Control - EP must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.
Financial Prudence - EP must maintain adequate financial resources.
Market Conduct - EP must observe proper standards of market conduct.
Customers Interests - EP must pay due regard to the interests of its customers and treat them fairly.
Communications with Clients - EP must pay due regard to the information needs of its clients, and communicate information to them in a way which is clear, fair and not misleading.
Conflicts of Interest - EP must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.
Customers; Relationships of Trust - EP must take reasonable care to ensure the suitability of its advice and discretionary decisions for any customer who is entitled to rely upon its judgement.
Clients Assets - EP must arrange adequate protection for clients assets when it is responsible for them.
Relations with Regulators - EP must deal with its regulators in an open and co-operative way, and must disclose to the FCA appropriately anything relating to the Company of which the FCA would reasonably expect notice.
The Statements of Principle for Approved Persons
In addition to the Principles for Business, all staff who are registered with the FCA as Approved Persons must comply with a series of high level principles over and above any detailed rules that must be complied with. Please refer to section 6 'Regulatory Registrations'.
4. Senior Management Arrangements, Systems and Controls
The FCA is clear that senior management hold responsibility for ensuring that the firms authorised by the FCA are run in accordance with FCA regulations. As a result, the FCA handbook requires those companies to take reasonable care to maintain a clear and appropriate apportionment of significant responsibilities among their directors and senior managers in such a way that:
- it is clear who has which of those responsibilities; and
- the business and affairs of EP can be adequately monitored and controlled by the directors, relevant senior managers and the board of the Companies.
EP takes reasonable care to establish and maintain systems and controls which are appropriate to its business. In particular, its systems and controls to cover:
Organisation - The organisation of EP's business, including reporting lines, delegation, outsourcing and segregation of duties.
Employees and Agents - EP ensures that there are adequate procedures in place to ensure that all employees are suitable for employment within EP.
Compliance - EP takes reasonable care to establish and maintain effective systems and controls for compliance with applicable requirements and standards under the regulatory system and for countering the risk that EP may be used to further financial crime. The Chief Compliance Officer is responsible for the oversight of the compliance systems and controls of EP.
Risk Assessment - Risk assessment is performed by the Heads of Departments and is overseen by the relevant EP Board or Committee.
Management Information - It is essential that the Committees and Boards of the EP Companies have sufficient management information to identify measure, manage and control the risks or regulatory concerns. The organisational structure of EP is intended to ensure that the Committees and Boards receive such information.
Outsourcing: - EP has the necessary processes and controls in place to effectively manage the oversight risk associated with the outsourcing of activities to services providers
Record Keeping - EP takes reasonable care to make and retain adequate records of matters and dealings (including accounting records) which are the subject of requirements and standards under the regulatory system.
Conflicts of Interest - EP takes reasonable steps to put in place adequate procedures for identifying, managing and recording conflicts of interest which may arise.
Group Risk Systems and Controls: - Proportionate to the nature, scale and complexity of the EPs business, there are adequate, sound and appropriate risk management processes
and internal control mechanisms for the purpose of assessing and managing EPs exposure to group risk, including sound administrative and accounting procedures,
Remuneration Code: - EP, has established, implements and maintains remuneration policies and practices for Code staff that are consistent with, and promote, sound and effective risk management and do not encourage risk-taking which is inconsistent with the risk profile of their clients.
5. Code of Ethics
Rule 204A-1 of the Advisers Act of 1940, as amended, requires EPL and EPNA to adopt written code of ethics. Similar to the Code of Conduct required by the FCA, this Code sets forth standards of conduct expected of advisory personnel, addresses safeguarding material non-public information about client transactions, and addresses conflicts that arise from personal trading by advisory personnel.
It is EP policy that all operations are to be conducted in compliance with any applicable laws and with the highest ethical standards. This policy applies to all employees and others working on behalf of EP wherever located. Each employee of EP has an obligation to act at all times in an honest and ethical manner and with the highest integrity in dealings with clients and/or any third party.
The foundation of the Code consists of five underlying principles:
| 1. | Employees must at all times place the interests of clients first. In other words, as a fiduciary staff must scrupulously avoid serving their own personal interests ahead of the interests of the clients. |
| 2. | Employees must make sure that any errors relating to clients portfolios are reported to their Departmental Head and the Chief Compliance Officer immediately on discovery. The priority is to minimise/crystallise any potential loss as quickly as possible and return the position to what would have been had the error not occurred. Clients will retain any profit as a result of our error and will not be financially disadvantaged. |
| 3. | Employees must make sure that all personal securities transactions are conducted consistent with the Personal Account dealing policy and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individuals position of trust and responsibility. |
| 4. | Employees should not take inappropriate advantage of their positions. The receipt of investment opportunities or gifts from persons seeking business with EP could call into question the exercise of an employees independent judgment. |
| 5. | All staff are required to promptly report any violations of this Code to the Chief Compliance Officer. |
As with all policies and procedures, this code of ethics is designed to cover a variety of circumstances and conduct; however, no policy or procedure can anticipate every potential conflict of interest that can arise in connection with personal trading. Consequently, employees are expected to abide not only by the letter of the Code but also by the spirit of the Code. Whether or not a specific provision of the Code addresses a particular situation, staff must conduct their activities in accordance with the general principles contained in the Code and in a manner that is designed to avoid any actual or potential conflicts of interest.
Because EP policies, governmental regulations and industry standards relating to personal trading and potential conflicts of interest can change over time, EP will modify these policies and procedures as and when required. Should EP revise this section or any section within this manual, staff will receive written notification from the Chief Compliance Officer. It is the responsibility of each employee to become familiar with any modifications to the manual.
General Fiduciary Principles
The following represent some of the general fiduciary principles applicable to EP and its employees:
Disinterested Advice EP takes discretionary investment decisions or provides advice that is suitable and in the best interest of the client.
Disclosure of Conflicts of Interest All documents provided to investors including the ADV Brochure detail in writing all material facts regarding discretionary management and advisory services being provided to a client along with any actual or potential conflicts of interest that may arise from providing such services.
Confidentiality A clients records and financial information are treated with strict confidentiality. Under no circumstances should any such information be disclosed to a third-party that has not been granted a legal right from the client to receive such information.
Fraud EP and its employees shall not employ any device, scheme, or artifice to defraud a client or prospective client nor shall EP engage in any transaction, practice, or course of business which defrauds a client or prospective client.
6. Regulatory Registrations
Financial Conduct Authority
EP has identified a number of key roles within the UK regulated firms which we consider to be controlled functions, and these are regulated by the FCA's Approved Persons Regime. In order to carry out a controlled function an individual will require prior approval from the FCA, thereby becoming an Approved Person. Individuals that are registered to perform controlled functions under the Approved Persons Regime can be held personally liable for their actions relating to the controlled function(s) for which they are registered, and are subject to discipline by the FCA.
The controlled functions are split into two categories:
- Significant influence functions; and
- Customer-dealing functions.
Controlled functions include the following activities: FCA governing functions
| 1. | holding the position of a Director, Non-executive director, or Chief Executive; |
| 2. | FCA required functions holding the position of Chief Compliance Officer of the Company; |
| 3. | holding the position of Money Laundering Reporting Officer; |
Systems and controls functions
4. holding the position of Systems and Controls; Customer Function and Customer Dealing Function.
5. holding the position of Portfolio Manager.
Note that holding positions as described in items 1 - 4 above are 'Significant Influence' functions and the position of portfolio manager is 'Customer' function.
- Registration
Any individual who falls within the roles set out above which are required to be approved must apply to become an Approved Person prior to commencing the role. Whenever any person intends to commence a Controlled Function, Head of Regulatory and Operational Risk must be informed immediately and the relevant Company must make an application for approval of such person as an Approved Person to the FCA.
The FCA will only approve a person as an Approved Person if they are fit and proper which consists of three areas:
- Honesty, integrity and reputation
- Competence and capability
- Financial soundness
Chapter FIT of the FCA handbook sets out the test applied by the FCA in determining fitness and propriety.
- Changes to existing registration
If an existing FCA Approved Persons role changes and they will be performing one or more FCA controlled functions different from those for which approval has already been granted, then the Head of Regulatory and Operational Risk must be informed and the relevant Company must make an application to the FCA for approval for the staff member to perform them.
If an FCA Approved Person will no longer be performing the FCA controlled function for the company that approval was sought, but will be performing the same or a different FCA controlled function for a different company (whether or not the new company is part of EP Group), the new company will be required to make a fresh application for the performance of the FCA controlled function by that person. Head of Regulatory and Operational Risk must be informed and the relevant Company must make an application to the FCA for approval for the staff member to perform them.
- De-registering existing registrations
The relevant company must notify the Head of Regulatory and Operational Risk and the FCA as soon as practicable after they become aware, or has information which reasonably suggests, that a FCA Approved Person;
- has been dismissed, or suspended;
- has resigned; or
- is no longer deemed fit and proper,
- Principles
The Statements of Principle must be complied with by all Approved Persons. The Code of Practice sets out descriptions of conduct which, in the opinion of the FCA, do not comply with the Statements of Principle. The Statements of Principle (APER2.1A) are as follows:
Principle 1
An Approved Person must act with integrity in carrying out his accountable functions.
Principle 2
An Approved Person must act with due skill, care and diligence in carrying out his accountable functions.
Principle 3
An Approved Person must observe proper standards of market conduct in carrying out his accountable functions.
Principle 4
An Approved Person must deal with the FCA, the PRA and other regulators in an open and co-operative way and disclose appropriately any information of which the FCA or the PRA would reasonably expect notice.
Principle 5
An Approved Person performing an accountable higher management function must take reasonable steps to ensure that the business of the Company for which he is responsible in his accountable function is organised so that it can be controlled effectively.
Principle 6
An Approved Person performing an accountable higher management function must exercise due skill, care and diligence in managing the business of the Company for which is responsible in his accountable function.
Principle 7
An Approved Person performing a accountable higher management function must take reasonable steps to ensure that the business of the Company for which he is responsible in his accountable function complies with the relevant requirements and standards of the regulatory system.
Statements of Principle 1 to 4 apply to all Approved Persons and Statements of Principle 5 to 7 apply only to those Approved Persons who carry out accountable higher functions.
- Code of Practice
The Code of Practice for Approved Persons should be carefully read by all and complied with in every respect. This sets out examples of the types of behaviours which FCA considers to be appropriate or not acceptable for an Approved Person. This Code can be found in chapter APER of the FCA handbook.
Canadian Registrations
Canadian Securities laws require EPL to register certain individuals that have significant authority within the Company or are managing client portfolios.
EPL has registered the following roles:
- Ultimate Designated Person - This position is currently held by EPL's Chief Executive Officer, Sandy Nairn.
- Officers - EPL's Legal Director (Kenny Greig) and EPLs Chief Operating Officer and Director (Jeremy Young) are registered.
- Chief Compliance Officer - This position is held by the Head of Regulatory and Operational Risk, Stewart Brown.
- Advising Representatives - Currently, there are six EPL Portfolio Managers registered as Advising Representatives (Craig Armour, Tony Mather, Sandy Nairn, Peter Reid, Robin Weir and Lauran Halpin).
Before a Portfolio Manager can manage assets for a Canadian client they must first be registered as either an Advising Representative or Associate Advising Representative. In order to be registered as an Advising Representative the Portfolio Manager must meet the conditions on experience and proficiency as set out in NI31-103. Where a Portfolio Manager does not meet these requirements they may be able to be registered as an Associate Advising Representative which allows them to perform duties under appropriate supervision until the requirements are met.
Requests for Portfolio Managers to commence managing assets of Canadian clients must be sent to Regulatory and Operational Risk who will prepare the application to the regulator.
US Registration
Before EPL or EPNA can manage assets in the US they are required to register with the US Securities and Exchange Commission (SEC) and possibly state securities authorities. EPL and EPNA maintain a Form ADV as Investment Advisors and provide annual updates with any material changes to the brochure. The form requires information about the firms business, ownership, clients, employees, business practices, affiliations, and any disciplinary events of the firms or their employees.
In addition both firms must provide a brochure supplement that discloses information about supervised persons, acting on behalf of the firms, who actually provide the investment advice to the client.
EPL and EPNA currently provide details for:
EPL
- Dr. Sandy Nairn, Chief Executive and Investment Partner
- Craig Armour, Investment Partner
- Tony Mather, Investment Partner
- Peter Reid, Investment Partner
- Robin Weir, Investment Partner
- James Brooks, Investment Manager
- Lillian Li, Investment Manager
- Richard Spalton, Investment Manager
EPNA
- Neil Devlin, Investment Partner (President)
- Eric Howe, Investment Manager
- Dr. Sandy Nairn, Investment Partner (Director)
7. Client Classification
EP is obliged to take reasonable steps to establish the status of clients or potential clients. A client is any person with or for whom EP conducts or intends to conduct investment business or any other regulated activity.
It is essential that the classification of each and every potential client is established immediately on contact with such potential client. The three categories of classification are:
- Retail;
- Professional; and
- Eligible Counterparty.
EPL
Under EPLs present scope of permissions, EPL is only entitled to engage in investment business or a regulated activity with a professional client or an eligible counterparty. It may not engage in any regulated activities with a retail client.
EPAL
Under the EPALs present scope of permissions, EPAL is authorised to manage AIFs, its clients are two UK listed Investment Trusts and the EP Emerging Markets Portfolio LP (3C7 Fund) .
EPNA
EPNA is registered as an Investment Adviser and is allowed to provide discretionary and advisory investment services to clients in the US.
Retail Client
A retail client is one who is neither a professional client or an eligible counterparty; i.e. an individual who is acting for purposes which are outside his trade, business or profession.
Local Authorities
Following the introduction of MiFID II from 03 January 2018, firms may no longer categorise a local public authority or a municipality as a per se professional client or elective professional client for both MiFID and non-MiFID scope business. Instead, all local authorities must be classified as retail clients unless they are opted-up by firms to an elective professional client status.
Furthermore, the FCA has exercised its discretion to adopt gold-plated opt-up criteria for the purposes of the quantitative opt-up criteria, which local authority clients must satisfy in order for firms to reclassify them as an elective professional client.
Professional Client
A professional client is either a per se professional client or an elective professional client.
A per se professional client is a client which meets one of the following:
- A client who is required to be authorised or regulated to operate in the financial markets, i.e.
| o | Bank |
| o | Investment firm |
| o | Insurance company |
| o | Collective Investment Scheme |
| o | Pension Fund (apart from a local public authority Pension Fund) |
| A client who meets two of the following criteria: | ||
| o | Balance sheet of 20m | |
| o | Net turnover of 40m | |
| o | Own funds of 2m | |
| A client who is a: | ||
| o | National or regional government | |
| o | Public body that manages public debt | |
| o | Central Bank | |
| o | International or Supranational institution i.e World Bank, IMF. | |
An elective professional client is a client that EP has chosen to treat as a professional client, who has agreed to be classified as such and who complies with the requirements (as detailed in the FCA handbook).
Before presenting to a local public authority EP will seek to opt the client up to elective professional status.
Eligible Counterparty
A client can only be classified as an eligible counterparty where the firm is executing orders on behalf of the client, dealing on own account or receiving and transmitting orders on behalf of the client. This excludes providing investment advice or investment management, therefore the Company does not classify any of its institutional clients as Eligible Counterparties.
Client Agreements
EP classifies its potential clients prior to making a presentation to them, this ensures that only compliant and appropriate financial promotions and marketing information is provided. A record is made in the Client Services and Sales system and the classification is also documented in the client agreement. The FCA rules require that EP provides its terms of business to each of its customers. Due to the nature of EPs investment business and the types of customer for which it will act, it is expected that in all cases these terms of business will take the form of a full client agreement and that the client agreement will be signed by both parties prior to managing client assets.
With respect to SEC regulation, a key disclosure requirement within an EP client agreement is the fee arrangement and the qualification of such client. Under Rule 205-3 of the Advisers Act, in order for EP to collect a performance based fee from a U.S. client, it is necessary that the investor meets the Qualified Client standard and that full and fair disclosures are made of material information, including any conflicts of interest inherent in performance based or incentive fee arrangements. For US 'qualified clients' this is documented in their client agreement.
Each agreement requires the client to advise EP of any changes in its circumstances which may affect its classification. A client may change classification and must be advised that this is possible. However, any reclassification will mean that the client must be informed of any potential protections which may be lost and this must be done in writing. While clients have the right to request reclassification to a retail client, EPL does not have permission to deal with these clients.
Annual Review of Classification
On an annual basis EP reviews its clients and their current status.
8. Anti-Money Laundering
Edinburgh Partners (EP) is committed to combating financial crime, as well as complying with all applicable legal and regulatory obligations. There are various sources of legislation and regulation relating to anti-money laundering (AML) and counter terrorist financing (CTF) with which EP must comply. These include the FCA Systems and Controls Principles, The Money Laundering Regulations 2017(ML Regulations) and the Joint Money Laundering Steering Group Guidance Notes (JMLSG guidance). Although the SEC has not imposed specific AML obligations on investment managers, it strongly encourages adherence to best practices similar to those promulgated by the FCA.
Anti-Money Laundering
Money laundering can take many forms which can include the following:
- Trying to turn money raised through criminal activity into clean money (classic money laundering);
- Handling the benefit of acquisitive crimes such as theft, fraud and tax evasion;
- Handling stolen goods;
- Being directly involved with any criminal or terrorist property, or entering into arrangements to facilitate the laundering of criminal or terrorist property; and
- Criminals investing the proceeds of their crimes in the whole range of financial products.
There are three groups of offences related to money laundering that firms need to avoid committing. These are:
- Knowingly assisting in concealing or entering into arrangements for the acquisition, use, and/or possession of, criminal property;
- Failing to report knowledge, suspicion, or where there are reasonable grounds for knowing or suspecting, that another person is engaged in money laundering; and
- Tipping off, or prejudicing an investigation.
It is also a separate offence under the ML Regulations not to establish adequate and appropriate policies and procedures in place to forestall and prevent money laundering, irrespective of whether or not money laundering actually takes place.
Terrorist Activity
There can be similarities between the movement of terrorist property and the laundering of criminal property. Terrorist groups are known to have well established links with organised criminal activity. There are two main differences between terrorist property and criminal property:
- Only small amounts are required to commit individual terrorist acts, thus increasing the difficulty of tracking the terrorist property; and
- Terrorists can be funded from legitimately obtained income, including charitable donations, and it is extremely difficult to identify the stage at which legitimate funds have become terrorist property.
In combating terrorist financing the obligation on firms is to report any suspicious activity to the authorities. This allows the law enforcement agencies to freeze property where there are reasonable grounds for suspecting that such property could be used to finance terrorist activity.
Senior management responsibility and offences
The JMLSG guidance emphasises the responsibility of senior management to manage the firms money laundering and terrorist financing risks, which should be carried out on a risk-based approach. Senior management must be fully engaged in the decision making processes and must take ownership of the risk-based approach.
Senior management must ensure the firms policies, controls and procedures are appropriately designed and implemented, and are effectively operated to manage the firms risks. This includes taking steps to identify and assess the risks of money laundering which the firm is subject to. The risk assessment must be documented and kept up to date and contain appropriate documentation of its risk management policies and risk profile including documentation of its application of the policies. The section on Policies and Procedures identifies individuals and functions responsible for implementing aspects of the policy and how senior management undertakes its assessment of the AML risks and how they are managed.
Senior management must approve the firms policies, controls and procedures for mitigating and managing risks of money laundering and terrorist financing. The EPL board reviews and approves EPs AML Policy and the Financial Crime Risk Assessment. Senior management can be held accountable and criminally liable if the firm or an officer commits an offence. This also applies where the offence is attributable to the lack of control or supervision on the part of the officer. Additionally, senior management must ensure that there are adequate resources devoted to AML/CTF within the firm.
To ensure senior management are fully aware of the level of money laundering risk the firm is exposed to, any proposed high-risk business relationships will be escalated to a Director before they are entered into.
The offences of money laundering and the obligation to report knowledge or suspicion of possible money laundering affects all members of staff. Edinburgh Partners provides its staff with appropriate levels of training to ensure staff can recognise and deal with transactions and activities associated with money laundering in an appropriate manner. See section on Training.
Reporting
On at least an annual basis a report is prepared on the operation and effectiveness of the relevant policies, procedures and controls that are in place and this report is presented to the relevant Board. The report covers those matters recommended by the JMLSG.
Independent testing of, and reporting on, the development and effective operation of the firms risk based approach should be conducted by such a party that is not involved in the implementation or operation of the firms AML/CTF compliance programme. Ernst and Young complete an annual audit of EPs control environment which includes testing whether due diligence has been performed but not the effectiveness of the policy. The Regulatory Risk Department perform monitoring of the AML activities within EP.
MLRO
In FCA regulated firms a director or senior manager must be allocated overall responsibility for the establishment and maintenance of the firms AML systems and controls. In addition, an individual must be allocated responsibility for oversight of a firms compliance with the FCAs rules on systems and controls against money laundering this is the firms Money Laundering Reporting Officer (MLRO). Within the EP group of Companies Stewart Brown performs both of these roles. The Compliance Manager deputises for the MLRO.
The MLRO responsibilities include:
- The production of an annual report to the Board(s). This includes an assessment of the operation and effectiveness of the firms systems and controls in relation to money laundering risks and any necessary action to remedy deficiencies identified by the report in a timely manner;
- Submission of an Annual Financial Crime Report to the FCA;
- Maintaining an awareness of FCA enforcement findings; and
- Documentation of the firms risk management policies and risk profile.
Policies and Procedures
Edinburgh Partners ensures that its policies, procedures and controls are appropriate and proportionate to the money laundering risks identified and reflect current legal and regulatory requirements. EP ensures that customers identities are verified before the firm accepts them as customers and that it knows its customer throughout the relationship.
Edinburgh Partners policies and procedures:
- are designed to enable it to identify, assess, monitor and manage money laundering and terrorist financing risks;
- are comprehensive and proportionate to the nature, scale and complexity of its activities;
- include appropriate training for its employees;
| include providing appropriate provision of information to relevant Boards and Committees (including at least an annual report on the operation and effectiveness of the policies, procedures and controls that are in place); | ||
| include providing to the FCA, the required annual Financial Crime Report, in respect of our financial year ending on the latest accounting reference date (single report if more than one firm will suffice). | ||
| include providing appropriate documentation of its risk management policies and risk profile in relation to money laundering and terrorist financing; and | ||
| ensure that the risk is managed in relation to: | ||
| o | the development of new products, | |
| o | the taking on of new clients, | |
| o | changes in business profile, | |
| o | geographical areas of operation. | |
Edinburgh Partners business is conducted with Professional clients only, a number of which are regulated entities themselves. It has a small number of high value customers and client turnover rates are low, with clients usually remaining as such for a number of years. EP only provides one portfolio management service long only equity management. Clients can be based anywhere although the main geographic regions are Europe and North America.
Clients may approach EP directly or via an investment consultant and will normally conduct an RFP process.
Due to the client type, number and sources of business EP believes it is at the lower end of risk for being used for money laundering or terrorist financing activities. However, EP maintains an appropriate set of policies and procedures in accordance with its AML/CTF responsibilities.
All subsidiaries and non UK branches adhere to the same ML policies and procedures as EP (EPNA has no clients). EPOF maintains its own AML policy and is represented by Duff and Phelps and Northern Trust and is therefore not subject to this policy.
A firm must complete a risk assessment of the risk inherent in its business. The EP Financial Crime Risk Assessment contains an outline of the risks that EP faces and control measures in place to mitigate the risk. The risk assessment is reviewed annually by the OMC and 6 monthly by the MLRO.
Section 28 of the Group Compliance Manual outlines the risk management framework in place for EP.
Training
The quantity, type and method of anti-money laundering training received by each staff member will vary depending on their role.
Basic training for all staff will include: an introduction to anti-money laundering provided by the Regulatory and Operational Risk Team during induction, on-the-job training depending on their role, and bulletins or memos distributed on legislative and regulatory changes as they arise.
For staff whose roles include direct client contact, and particularly account take-ons or handling client instructions, extra training will be provided. At a minimum, these individuals will be required to take some refresher training on an ongoing basis. They also receive specific role-related training from their line manager and additional bulletins on subjects that affect them directly.
It is the line managers overall responsibility to ensure that each member of staff who reports to them receives adequate training and support based on their role and level of experience or knowledge. The content and timing of any training received is recorded. The subject of anti-money laundering training, both that completed and any required, should be part of each employees professional development planning process.
Suspicious Activity
Although relatively few individuals are directly involved in account opening and the handling of payments and receipts, it is the responsibility of all staff to be aware of the issue of money laundering and terrorist financing, to follow the established procedures related to its prevention and detection, and to report promptly any suspicions.
A suspicion of money laundering can arise at any stage of the client relationship and may come to light in any department within EP. Staff in those areas with client contact are EPs first line of defence; however, all staff play an important role in the prevention of financial crime. The situations that might cause someone to become suspicious are wide and varied.
Once staff have reported their suspicion to the appropriate person, they have fully satisfied the statutory obligation. It is important to note that in the event that any member of staff fails to make a report envisaged above without reasonable excuse they will be subject to EPs disciplinary procedures.
The Proceeds of Crime Act 2002 (POCA) protects those reporting suspicions of money laundering from claims in respect of any alleged breach of client confidentiality. In addition, EP must report certain transactions to the Financial Transactions and Reporting Analysis Centre of Canada (FINTRAC). Please refer to the Supplement section at the end of this policy for further details.
While not exhaustive, the following is a list of features that should, or may, merit suspicion:
- Customers or their agents inability or unwillingness to provide adequate evidence of identity (agents may include lawyers, accountants, actuaries, banks or trustees);
| Transactions originating in, or passing through, a jurisdiction without anti-money laundering controls equivalent to that of the UK (i.e. territories not on the Financial Action Task Force (FATF) list); | ||
| Excessive size of transaction for the type of customer or product; | ||
| Indications of intention to invest, or disinvest, uneconomically; | ||
| Settlement by person(s) with no apparent valid connection with the client; | ||
| Request for disposal proceeds to be settled in favour of person(s) with no apparent valid connection with the registered owner of the assets; and | ||
| Where there is already a business relationship; | ||
| o | size of transaction inconsistent with customers normal activities; | |
| o | transaction irrational in context of customers activities; | |
| o | pattern of transactions altered; or | |
| o | for an international transaction, absence of an obvious reason for the customers conducting business with the other country involved. | |
If staff have any questions about a suspicious situation or behaviour they should discuss it with their manager or the MLRO promptly.
An individual having a suspicion should complete an internal Suspicious Transaction Report (STR) Form which can be found on the regulatory page of the intranet under 'Forms'. The report must be passed to the MLRO immediately and a copy retained by the individual making the report.
If the MLRO feels that there are sufficient grounds for suspicion a Suspicious Activities Report (SAR) will be completed and submitted to the National Crime Agency (NCA). If there is suspicion before a transaction is completed and a SAR has been raised, the transaction must NOT be completed until the MLRO advises that this is allowed. The Proceeds of Crime Act stipulates that if a SAR is submitted to the NCA, all pending transactions must be immediately suspended. If the MLRO concludes that an internal report does give rise to suspicion the MLRO must report to the NCA as soon as practicable after making that decision.
After completing an initial assessment of the SAR, the NCA will advise EP within seven days as to whether or not we are allowed to proceed with the transaction. However, whether or not the NCA allows us to continue with the transaction, EP must also make a business decision about whether to proceed based on the risk factors associated with the individual case.
If consent is refused, the NCA and its law enforcement partners have a further 31 calendar days to further the investigation into the reported matter and take further action e.g. restrain or seize funds. The 31 days includes weekends and public holidays.
If a person knows or suspects that a disclosure has been made to the MLRO then it is an offence for that person to inform or suggest to the person that is the subject of suspicion, or any third party that such a disclosure has been made. Tipping off is punishable by imprisonment or a fine, or both.
Client Identification
When a new client is won, EP ensures that the client is subject to the full range of AML checks and that the required documentation to evidence those checks is collated and retained. This is performed by using the AML Know Your Customer sign-off checklist (AML/KYC checklist).
Due diligence on any new client is completed before a business relationship is established or the carrying out of a transaction. If EP assesses that verification of the customer and its beneficial owners would interrupt the normal conduct of business and there is little risk of money laundering and terrorist financing, verification may be completed as soon as practicable during the establishment of a business relationship. Note of this is made in the AML/KYC checklist.
If, during the due diligence process a member of staff identifies any risk of money laundering or terrorist financing they should consider whether an STR should be submitted to the MLRO, see the above section Suspicious Activity.
In completing KYC checks EP does not place any reliance on third parties to carry out due diligence checks.
Risk Based Approach
The ML Regulations and JMLSG Guidance recognise the need to take a risk based approach when tackling money laundering and terrorist financing. As such a risk based approach is adopted to allow appropriate and proportionate policies and procedures to be put in place. EPs policies and procedures take into consideration a range of risk factors including those relating to its customers, countries or geographical areas in which it operates, products, services, transactions and delivery channels.
This risk based approach extends to the level of due diligence being applied.
To determine the level of due diligence required EP will carry out a risk assessment on the investor. The most common and applicable risk criteria for measuring money laundering risk within EP are Country Risk (i.e. domicile of investor) and Customer Risk (i.e. investor type). The AML documentation Process documented in the New Client Take on Process provides further details of the risk assessment and can be found on the Regulatory part of the intranet.
Country risk is reviewed when a new client is taken on to determine the appropriate risk classification.
Customer Due Diligence (CDD)
When completing due diligence EP will carry out a number of checks to identify the client and assess the risk of money laundering or terrorist financing attached to the client. Appropriate documents will be obtained and retained to evidence this. The New Client Take on Process and AML/KYC checklist outlines all documents that should be obtained when completing due diligence on a new client.
EP must understand the purpose and intended nature of the business relationship and, where relevant, collect information about the beneficial owner. EP seeks to understand and document on the AML/KYC checklist the clients expected frequency of cash in and outflows.
Northern Trust International Fund Administration Services (Ireland) Limited (NTIFASIL) is responsible for AML compliance for EPOF.
Simplified Customer Due Diligence (SDD)
There are circumstances where EP may apply simplified or reduced CDD. This is when the investor presents a low degree of money laundering and terrorist financing risk taking into consideration the results of the risk assessment on the investor.
For example as per FATF recommendation 5 where the investment vehicle is a:
- regulated pension scheme, superannuation or similar scheme in an EU Member State or equivalent jurisdiction that provides for retirement benefits to employees and where the rules of the scheme do not permit a members interest under the scheme to be re-assigned,
- charity trustee or
- beneficial owners of pooled accounts held by designated non-financial businesses or similar structure,
provided they are subject to requirements to combat money laundering and terrorist financing consistent with FATF Recommendations and are supervised for compliance with those controls, EP will treat these clients or products as lower risk.
If EP has assessed a client or product as low risk it may apply simplified due diligence. When applying SDD EP may adjust the extent, timing or type of measures it would have taken when applying CDD. The level of checks completed as a result of SDD being applied will be determined on a case by case basis and justified within the AML/KYC checklist.
Enhanced Customer Due Diligence (EDD)
Enhanced due diligence will be applied to any client or product that poses a higher risk of money laundering or terrorist financing. EDD will be applied to a customer or product to mitigate the risks arising from high risk third countries, relationships with Politically Exposed Persons or in any case where EP feels that there is a higher risk of money laundering presented. The heightened level of checks completed as a result of EDD being applied will be determined on a case by case basis and justified within the AML/KYC checklist.
Under the Fourth Money Laundering directive, the European Commission is empowered to identify high risk third world countries with strategic deficiencies in the area of anti-money laundering or countering terrorist financing. Countries may also be assessed by EP using publicly available indices such as: HM Treasury Sanctions, FATF high-risk and non-cooperative jurisdictions, Moneyval evaluations, Transparency International Corruption Perceptions Index, FCO Human Rights Report, UK Trade and Investment overseas country risk pages and quality of regulation.
http://hmt-sanctions.s3.amazonaws.com/sanctionsconlist.pdf http://www.fatf-gafi.org/topics/high-riskandnon-cooperativejurisdictions http://www.coe.int/t/dghl/monitoring/moneyval http://cpi.transparency.org/cpi2013/results http://www.hrdreport.fco.gov.uk/ http://www.ukti.gov.uk/export/howwehelp/oberseasbusinessrisk/countries.html http://www.state.gov/eb/rls/othr/ics/2013/index.htm
On-going Customer Due Diligence
On-going due diligence is primarily performed through the annual client review process which includes a review and update to the AML/KYC checklist. This also includes a check against sanctions lists and a review of the list of high risk jurisdictions for AML purposes.
Politically Exposed Persons (PEPs) Screening
The Money Laundering Regulations define PEPs as individuals who are or have, at any time in the preceding year, been entrusted with a prominent public function. The definition extends to such individuals immediate family members or known close associates.
Where the client or product does not fall into a lower risk category that allows for simplified CDD, EPs full range of checks take into consideration that governmental, supranational and state-owned organisations will be managed and controlled by individuals who may qualify as PEPs and due to their position and influence, recognises the risk that the funds of such sources may be used for improper purposes. However, establishing whether individuals/legal entities qualify as PEPs is not always straightforward.
EP carries out PEP checks on clients. Where appropriate, an internet search engine, or relevant reports and databases on corruption risk published by specialised national, international, non-governmental and commercial organisations will be consulted to establish if any of the directors or officers and authorised signatories are PEPs. The necessary approval from the MLRO and the Board will be sought prior to the on-boarding of any PEP client.
Sanctions
Financial sanctions orders prohibit EP companies from carrying out transactions with a prohibited person or organisation. A breach of a financial sanctions order may be a criminal offence.
As EP has clients domiciled in several countries, it is necessary to keep abreast of sanctions imposed. EP checks all new clients against each list prior to providing any new services. In addition, EP has a process in place to monitor any new or amended sanctions imposed. This monitoring may prompt an update of existing restrictions on our front office system. Restrictions on our front office system cannot be overridden by the Portfolio Manager and require to be referred to Regulatory and Operational Risk.
Annual screening of customers against sanctions lists during the annual client review process is undertaken. In addition countries are screened on a monthly basis to establish whether any restrictions should be placed on our investable universe. EP also screens its key suppliers on an annual basis.
In addition, EP is required to report to the Canadian Securities Administrators (CSA) on a monthly basis to confirm that EP does not have or act for clients listed on the various sanctions lists.
Record Keeping and Data Protection
In completing KYC checks to protect against money laundering and terrorist financing, EP will obtain documents and data containing individuals personal information. This personal information is retained in line with the Money Laundering, Terrorist Financing and Transfer of Funds(Information on the Payer) Regulations 2017 and the Data Protection Act 2018. See section 21, Information Security, of the Compliance Manual and the Staff Handbook for further information on compliance with the Data Protection Act 2018.
Copies of any documents and information obtained to satisfy any due diligence requirements along with sufficient supporting records are retained for a period of 5 years beginning on the date that the transaction is complete or the business relationship between the client and EP comes to an end. EP may extend this period to 10 years only if the data subject has given consent to the retention of that data or EP has reasonable grounds for believing that records containing the person data need to be retained for the purpose of legal proceedings.
At the end of the retention period all personal data is deleted.
Any personal data obtained for the purposes of these regulations will only be processed for the purposes of preventing money laundering and terrorist financing.
Supplement - Canadian Requirements
EP must report certain transactions to the Financial Transactions and Reporting Analysis Centre of Canada (FINTRAC):
| 1. | A report should be made in respect of a financial transaction that occurs or is attempted, and for which there are reasonable grounds to suspect that the transaction is related to the commission or attempted commission of a money laundering or terrorist activity financing offence. |
| 2. | EP must also report to FINTRAC when they know that they have property in their possession or control that is owned or controlled on behalf of a terrorist group. |
| 3. | EP must also report to FINTRAC any large cash transactions involving amounts of $10,000 or more received in cash. |
FINTRAC also requires that certain records of transactions and clients be kept in a readily accessible format. The list of these records is set out in FINTRAC's Guidelines.
9. New Clients
When an EP Company wins a new client, there are a number of items which need to be established and processes followed to ensure that the client is taken on board in the most effective and efficient manner including completing all the required documentation. Predominately the procedures that are required relate to the administrative set-up. Most of the items below will help the relevant Company fulfil the regulatory requirements to understand the customer and establish what may be suitable for them as well as assisting in providing information for Portfolio Managers (PMs) to manage the portfolio on a day to day basis.
When a new client is taken on, the Fund Operations department completes a Client Take On checklist which includes the client's requirements and each key operational stage required before the portfolio can be set to 'live' status.
Consideration required when taking on a new client
Establish how the current assets are managed including asset allocation, investment objective, whether it is to be a segregated account or through investment fund vehicles.
1. In Specie
Obtain a list of securities from the client to ascertain whether any of the portfolio should be taken inspecie. At the same time establish which securities will need to be sold via a programme trade or other strategy.
2. Restrictions
Establish written guidelines and restrictions which the client has in terms of managing their money. This should include such items as their attitude towards:
- percentage in one stock
- whether there are any sectors barred
- any range restrictions
- any other specific investment restrictions
- overdrafts
- stocklending
- benchmark and tracking error to be used for the fund
- requirements for directed commission
3. Cash Flows
Establish procedure for cash flows both in and out for client.
4. Fees
Agree fee billing rate and procedure.
5. Administrative requirements
Administrative requirements also need to be established, for example who will be the client's Custodian.
It should be ensured that any custody agreement signed by the client provides the facility for the appointed EP company to operate the clients accounts with the Custodian. In addition, an authorised signatories list should be provided to the Custodian detailing who may provide instructions over the clients account and a copy of these signatories should also be retained on the client file.
6. Reporting Requirements
The regular and ad hoc reporting requirements for the client need to be established in detail and should be detailed in the client agreement In addition, client reports must cover the detailed requirements under MiFID II. These are set out in FCA Conduct of Business Sourcebook, chapter 16A4.4.
7. Authorised Signatory Lists
It is important to establish how the client intends to give instructions to EP with regard to its portfolio. In addition, EP need to know who may give instructions on behalf of the client. To ascertain this EP will require a list of authorised signatories together with the appropriate signature beside it certified by the client. A member of the Legal team can provide a template for this document if required. The original version of this should be sent to Legal who will retain this. A pdf version will be circulated to each relevant department.
On an annual basis thereafter the client will need to be contacted to ensure that the signatories list provided remains up-to-date. This process will be initiated by the Regulatory and Operational Risk team.
On receipt of instructions from a client the signatory should be compared to that on the authorised signatories list prior to instructions being given in accordance with the clients wishes.
Anti-Money Laundering
The Money Laundering Regulations 2017 and the Joint Money Laundering Steering Group Guidance Notes recognise the need to take a risk based approach when tackling money laundering and terrorist financing. As such a risk based approach is adopted to allow appropriate and proportionate policies and procedures to be put in place. EPs policies and procedures take into consideration a range of risk factors including those relating to its customers, countries or geographical areas in which it operates, products, services, transactions and delivery channels.
This risk based approach extends to the level of due diligence being applied.
To determine the level of due diligence required EP will carry out a risk assessment on the investor. The most common and applicable risk criteria for measuring money laundering risk within EP are Country Risk (i.e. domicile of investor) and Customer Risk (i.e. investor
type). For further details refer to the Anti-Money Laundering section of the Compliance Manual.
For new clients, the Regulatory and Operational Risk team are responsible for collating the required documentation.
Client Agreements
Each client must have in place a client agreement detailing how the individual account should be handled. It is a matter of policy that this agreement should be signed and completed prior to the clients funds being dealt for. When a client is won then they should be given a copy of the standard client agreement. The Legal team will provide a draft agreement which will incorporate as much relevant detail as is available at the time. This will be sent to the client for review and comment.
The Legal team will liaise with Portfolio Management, Finance, Performance, Regulatory and Operational Risk, Fund Operations and Client Sales and Service, as well as with the client, to agree the final form of the client agreement, which must be approved by the Legal team. When finalised, the agreement must be signed on behalf of the relevant Company by a Director.
10. Portfolio Management and Dealing
When dealing, managing or advising a customer, in addition to the principle of treating customers fairly, EP must ensure that the decisions taken are suitable.
Portfolio construction and management is the responsibility of the named portfolio manager (PM). However, EP operates a team-based approach so the portfolio managers are not competing against each other in order to achieve the best performance. This means that, while portfolio managers have some discretion, there are controls in place to ensure that portfolios with similar objectives and guidelines are largely the same, irrespective of who manages them. Each member of the investment team is responsible for researching their own global sector
Portfolio Maintenance
Each stock has a price target when they are accepted onto our Approved Purchase List and they are reviewed automatically when they approach it. The portfolio is regularly subjected to a series of checks to ensure due account has been taken of risks associated with the stocks owned as well as comparing them to those that are not.
The risk:reward profile of portfolios are formally reviewed on a monthly basis by product type (Global/EAFE, Europe and Emerging Markets). The data for these portfolio reviews is independently produced by the Applied Research Team and the Performance Team. Any exceptions to the agreed ranges/boundaries are referred to the Portfolio Review Group and copied to the Regulatory and Operational Risk team.
Investment Guideline Monitoring
For each new client, their portfolio restriction details are loaded into our front office system. Each restriction is entered on our front office system by Fund Operations, reviewed and signed-off by a member of the Regulatory and Operational Risk team before going live.
Each PM is responsible for the contents of any orders which they place on to the system. Fund Operations will review the trade for reasonableness on receipt of it from the PM. Exceptions highlighted by the front office system will be investigated by a member of the Regulatory and Operational Risk team as part of their monitoring procedures.
The Regulatory and Operational Risk team run reports on a twice daily basis to test all portfolio positions against their investment/regulatory restrictions. In addition this action reviews all PM overrides. The following procedures are performed:
1. A daily report of portfolio exceptions is produced each morning. This report tests all the positions within each portfolio. Any exceptions are collated into a daily report and those instances flagged are highlighted to the appropriate PM. Any action is agreed and then monitored. A checklist is completed by a member of the Regulatory and Operational Risk team; and
2. A review of all overrides completed through the day is completed in the afternoon. Any issues are investigated with the relevant party. A checklist is completed by a member of the Regulatory and Operational Risk team,
In addition, on a monthly basis each portfolio manager is required to review and complete a month end checklist to confirm that all trades during the period have complied with the restrictions set out within the client mandate. In addition, the PM will attest that the restrictions have not been amended within the reporting month. This exercise is owned by the Regulatory and Operational Risk team.
Pre Deal arrangements
To implement a decision to deal for a client account, the PM who wishes to deal (the Dealer) must:
- Notify all other PMs (verbally or by email) of the proposal to deal;
- Confirm verbally whether any other PM wishes to deal for another client in the security at the same time (see below for when other PMs not available);
If so:
- Aggregate all PM indications of interest into a combined order; and
- Obtain confirmation of the information from each other PM who wishes to participate which enables the Dealer to set up a new order on thinkFolio.
- Then set up a new order on thinkFolio.
If the required PM is not available, his designated deputy should be consulted. If the designated deputy is also unavailable another of the PMs should be contacted.
Process for instructing a deal
Only those PMs that are approved Controlled Function 30 with the Financial Conduct Authority or detailed in the EPL or EPNA brochure supplement are set up on thinkFolio (EP's front office system) with the ability to create orders. Access to thinkFolio is restricted via the use of a unique username and password. Only approved securities which are listed in thinkFolio can be traded.
All orders are placed on thinkFolio by a PM. thinkFolio automatically carries out a number of pre-trade checks and the order is reviewed by the Fund Operations team to confirm whether it can proceed. Upon successful completion of these checks this team sets the status to 'authorised' on thinkFolio and the trade is then reviewed for a final time by the PM. Once the order has been approved the PM takes the trade to 'working' status. There are two different ways of the broker being instructed with the order, FIX and non-FIX. For a FIX broker, once the trade reaches working status, a member of the Fund Operations team will 'send' the order electronically via FIX to the broker and get an electronic acknowledgement of receipt. For the limited number of trades with a non-FIX broker, when the trade reaches 'working' status, an email is sent to the broker.
US based PMs are not setup on thinkFolio, therefore trade instruction are issued to EPL to place on thinkFolio on their behalf. All trading follows the same process as described above.
When the order has been completed the broker sends EP an execution report. This execution report is received electronically in thinkFolio for FIX brokers, and via email from non-FIX brokers. thinkFolio is updated by the Fund Operations team and trade details are then sent electronically via File Transfer Protocol (FTP) to Northern Trust International Fund Administration Services (Ireland) Limited (NTIFASIL), who provide trade matching and settlement services to EP.
NTIFASIL match the trade details electronically with the counterparty confirmation through Omgeo Central Trade matching. A trade instruction is sent to the clients' custodian via SWIFT to settle the trade in the market. NTIFASIL is responsible for monitoring trades through to settlement and for reporting exceptions to EP.
For further details, please refer to Fund Operations Manual which is maintained on the intranet under the Operations section.
Customer Order Priority
Each customer should be dealt for fairly and in due turn. This means in practice that where an order remains unexecuted in a specific stock for a customer, no further orders may be placed in that same stock until the first order is completed.
In exceptional circumstances, a customer order may be postponed but only in the event that postponing the existing order and executing another customer order in front of the original one is likely to improve the terms of the existing order. The onus is on the PM to ensure that the customer executing first in these circumstances is not disadvantaged.
In practice it may be necessary to amend the order in which deals are conducted in the event that a client has urgent need for cash to be returned. In these circumstances the existing order should be cancelled and a new order created accordingly. In these circumstances a note should be placed within the system setting out the reasons for the amendment.
Finally, two or more orders may be merged to create a new order in certain circumstances. For example, where a decision is part of the same investment decision as the original order (i.e where the portfolio manager was not available when the original decision was taken and order generated) or where there is a separate investment decision and the impact of this new investment decision is low. In this case, the amount of the original order which has been filled should be booked out and a new order created by merging the outstanding balance and the amount of the new order. In any other case, the second order will have to wait until the first order is completed.
Best Execution
The aim of the best execution procedures is to ensure that the PM obtains the best terms available to the firm given the kind and size of transaction.
The duty of best execution is owed to all clients in all circumstances including in the execution of programme trades and FX trades.
On a daily basis, Fund Operations area reviews all trades undertaken to monitor best execution. Any exceptions highlighted are investigated. In addition, results are published on the Dashboard and reported to the Broker Review Committee on a quarterly basis.
Fund Operations monitor and review execution of foreign exchange transactions undertaken by clients custodian banks FX rates against agreed benchmark or guidelines for each bank.
The Execution policy can be found within Section 14 of this document.
Allocation Procedure
All allocations should be on a pro-rata basis except where such an allocation would prove uneconomic in terms of the size of fund.
The main purpose of a non pro-rata allocation is to avoid any client portfolio being left with a very small position in a stock, as might happen if a small partial execution is done, then the order is not completed because the price moves outside a limit which the portfolio manager has specified.
Where this applies, the allocation will be made using the thinkFolio Random Allocation option. This works as follows:
- The system picks one account at random and uses the units bought to fill that clients allocation
- If there are remaining units, the system will pick a second account at random and attempt to fill its allocation
- This continues until the trade is fully allocated
Allocations must also be made promptly and in a timely fashion. Allocations should all be made as soon as possible after the execution of a deal or part thereof but by no later than one business day after the transaction.
In the event that a reallocation is required i.e. due to an error in the intended basis of allocation or actual allocation, then the PM must complete the reallocation within one business day of the error being identified, by asking Fund Operations to reverse the previous allocation, then creating a new order on the system. In addition, the reasons for the reallocation must be recorded as a note on the thinkFolio. The price of a reallocated transaction must be the price paid for each investment or a volume weighted average of the prices.
Initial Public Offering (IPO) allocation
Initial Public Offering (IPO), this is the first time that owners of a company offer up part of that ownership to stockholders. Fund Operations have a procedure that allows us to reflect the financial commitment of our funds prior to any announcement of our allocation when participating in an IPO or Placing. The original application may be scaled back due to oversubscription. The PM may wish to revise the original allocations depending on the allocation received.
Line of Stock Offer
Where a line of stock is offered by a broker the same procedures must be adhered to as for any other deal, as set out above. In any event, other PMs who may be interested in taking the stock should be consulted and a pre allocation completed.
Underwriting
Underwriting may only be undertaken for those clients who have the relevant permission to do so within their client agreements. It is the PMs responsibility to consult client restrictions prior to any take up. Otherwise, the procedures for participating in underwriting are exactly the same as those for a normal deal as set out above. As a general rule, where the underwriting is of sufficient size then it will be pro rated between all clients eligible. However, where there is insufficient size to pro rate then it will be allocated across the clients on a strict pro-rota basis.
Cross Trading
No cross trades may be undertaken for any ERISA clients. For any other clients cross trades may be undertaken but only via an external broker, at mid market price and rationale should be documented as to fairness to both parties.
Programme Trades
Programme trades should in essence be conducted in exactly the same way as any other trade in accordance with the procedures laid out above. In circumstances where a variation of the normal commission rates has been agreed with the broker for this type of deal the agreed variation should be noted on the dealing instruction. In all other deals, the standard commission rates should be used which have been agreed at the outset of the relationship with the broker.
Foreign Exchange Transaction
Generally standing instructions are setup to ensure that the appropriate foreign exchange transaction is completed to effect settlement, either with the custodian or through State Street, where EP set up third party FX arrangements. In some situations foreign exchange transactions have to be instructed manually in these cases they are instructed by Fund Operations.
Portfolio Cash Management
The PM is responsible for ensuring that cash within a clients portfolio is managed in the best interests of the client. This means that where there is surplus cash within the
portfolio then the PM may wish to place the cash on deposit. Fund Operations should be consulted as often clients custodians can offer an automatic overnight sweep facility for any uninvested cash balances. If they do (and the client mandate allows us to use such a vehicle) then this facility will have been be set up as part of the normal custodian set up process. However, there are some Clients who do their own cash management in which case EP only need to record any interest payments being received. In all cases, Fund Operations should be liaised with.
Review of Brokers Terms and Conditions
On an annual basis, a member of the Regulatory and Operational Risk team will issue a communication to each Broker currently on the approved Brokers list to confirm that previously agreed terms remain unchanged. The results of this exercise are reported to the Broker Review Committee. See the Regulatory and Operational Risk team for further details.
11. Market Abuse and Insider Dealing
This section applies to all staff and is designed to comply with the relevant regulation and legislation predominately in the UK but also in relation to meet the SEC's and Canadian requirements. Where there is a suspicion of inside information or market abuse, the Chief Compliance Officer must be notified immediately.
Market Abuse
The EU Market Abuse Regulation (MAR) prohibits behaviour that constitute market abuse.
Articles 14 and 15 of MAR require that a person shall not:
- Engage or attempt to engage in insider dealing,
- Recommend or induce another person to engage in insider dealing,
- Unlawfully disclose inside information, and
- Engage or attempt to engage in market manipulation.
MAR does not require the person engaging in the behaviour in question to have intended to commit market abuse.
Each type of Market Abuse behaviour is described below.
Insider Dealing
Insider dealing is where an insider deals or attempts to deal in an investment on the basis of inside information.
Inside information means information which:
- relates directly or indirectly to one or more issuers or to one or more financial instruments;
- is of a precise nature;
- has not been made public; and which
- if it were made public, it would be likely to have a significant effect on the prices of the financial instruments or on the prices of related derivative financial instruments.
Information is deemed to be of a precise nature where it is specific enough to enable a conclusion to be drawn as to the effect on the prices of the financial instruments. Information that would be likely to have a significant effect on the prices of financial instruments means information a reasonable investor would be likely to use as part of their investment decisions.
The following behaviours are examples of insider dealing;
- dealing on the basis of non-public inside information.
- the use of inside information by cancelling or amending an order containing a financial instrument to which the information relates where the order was placed before the firm was made inside. (but see below)
- Recommending or inducing another person to engage in the above behaviours is also insider dealing
The following are examples of behaivours that are not insider dealing:
- If the decision to deal or attempt to deal can be demonstrated to have been made before the person possessed the inside information; or
- If the person is dealing to satisfy a legal or regulatory obligation which came into being before he possessed the inside information.
The regulations prohibit the amending or cancelling of an order where the order was placed prior to the receipt of inside information. It is Edinburgh Partners policy, that once an order has been placed with a broker for execution and we are subsequently made insiders in that security, the order will remain with the broker for execution. No changes to the original order instructions may be given to the broker. For example, any price limit or trading instruction has to remain as originally instructed.
Where part of an order has been given to the broker that part should be left with the broker to continue until complete. No changes may be made. Once the part already given to the broker has been completed, the remaining part will not be given to the broker until Edinbugh Partners is no longer inside and the stock removed from the restricted list.
Where orders or part orders remain incomplete at the close of business we have instructed brokers to await our instruction to continue trading the following day. Where we are inside on a security within an existing order, it is Edinburgh Partners policy that the broker will be instructed to continue with the order the following day under exactly the same instructions as were given previously.
Fund Operations staff will be made aware of securities where we are insiders to ensure no changes are made to any original trade instructions.
The following, non-exhaustive list contains examples of inside information:
- Tender offers, merger or acquisition plans;
- Earnings or earnings estimates, and changes in previously released earnings or estimates;
- Dividend or dividend changes;
- Redemptions or purchases of a companys own securities;
- Changes in key personnel and other management developments;
- Proposed expansions or curtailments of operations;
- Actual or threatened litigation, government investigations or other enforcement actions;
- Debt rating changes;
- Acquisition or loss of a major contract;
- Significant increases or decreases in orders;
- Recapitalisations or restructuring;
- Significant financing transactions;
- New products, investions or discoveries;
- Unpublished research reports.
The FCA advises that the following factors should be taken into account in determining whether or not a person could reasonably be expected to know that information in their possession is inside information and therefore whether they are an insider
- the person who has inside information would or should have known that the person they received the information from was an insider. E.g. information received from a consultant in relation to a listed company they had recently worked for.
- If the person who has inside information would or should have known that it was insider information. E.g. Information relating to a potential takeover of a company received from a family friend that was employed by the company involved in the takeover bid.
The following are examples of insider dealing
- X, a director at B PLC has lunch with a friend, Y. X tells Y that his company has received a takeover offer that is at a premium to the current share price at which it is trading. Y enters into a spread bet priced or valued by reference to the share price of B PLC based on his expectation that the price in B PLC will increase once the takeover offer is announced.
- An employee at B PLC obtains the information that B PLC has just lost a significant contract with its main customer. Before the information is announced over the regulatory information service the employee, whilst being under no obligation to do so, sells his shares in B PLC based on the information about the loss of the contract.
Wall Crossing/Sounding
In the event a call is received for wall crossing/sounding the broker is required to obtain our consent to receive the inside information before providing it. Staff receiving such calls should always ensure they are asked for their consent. The broker is also required to make a record of those firms and individuals who have been made inside. Where the information received is inside information the company will be added to the restricted list and the information will be limited to only those who need to know. Once the information ceases to be inside information the broker should inform us as soon as possible. Once we have received confirmation the company will be removed from the restricted list.
Despite the obligation to inform us and obtain our consent to receive inside information we still have an obligation to to assess for ourselves whether we are in possession or cease to be in possession of inside information.
There may be occasions where the information received is not of itself inside information but when combined with other information in our possession becomes inside information, In this case the company should be placed on the restricted list.
The FCA may ask brokers for their records on who have been made insiders and may seek to reconcile those records with those of the insiders. It is therefore important that our restricted list is updated promptly and accurately.
Where the broker has provided minutes or notes of an unrecorded meeting or unrecorded telephone conversation, the Portfolio Manager who received the call, should, within five working days after receipt:
- Sign and send back to the broker those minutes or notes, where they agree upon their content; or
- Provide the broker with their own version of those minutes or notes duly signed where they do not agree upon their content
- Edinburgh Partner should keep a copy of the signed minutes on file.
Company specific Research
Thought should be given as to whether it is appropriate to meet with companies during close periods. Generally if meetings occur the company is accompanied by a compliance person, however if in doubt as to whether insider information has been received portfolio managers should consult with the Regulatory and Operational Risk team. Records are kept of both internal and external meetings held with companies and analysts at brokers, detailing who attended the meeting, the investee company or broker and a note of who the meeting was with.
Restricted List
As soon as a member of staff receives inside information, a member of the Regulatory and Operational Risk team should be notified. On receipt of this information the company is immediately added to the restricted list. Details of the inside information should not be disclosed beyond people that need to know (e.g. the person with the inside information and the Regulatory and Operational Risk team.) Once the security is restricted on thinkFolio compliance rules prohibit any transactions in that security until the company has been removed from the restricted list (this includes Personal Account Dealing).
Securities that have been placed on the restricted list are reviewed at least weekly and removed if they are no longer considered to be restricted.
Investment Decision
Documenting the rationale for investment decisions before trading is good practice. Fundamental stock research drives the EP Investment process. The investment team complete a research process that includes the creation of a research template that is
presented to the rest of the team at the weekly research meeting. All assumptions are made explicit and scrutinised by the other analysts at this point. Only those stocks that pass this review process will progress to the Buy/Hold/Sell list. The list of approved stocks is recorded in EPICentre and automatically updated across to thinkFolio on a daily basis. The documented trade rationale is also essential in the event the regulators trade monitoring unit contact the firm seeking information on transactions effected by us.
If you become an insider both you and Edinburgh Partners are forbidden from dealing in that investment or related investments of the same issuer. All inside securities will be placed on the restricted list. If there are any pending or current orders in the security you should consult with Regulatory and Operational Risk before proceeding with any action.
If it is not clear that information is in the public domain staff should contact the individual who provided us with the information and request confirmation that the information is in the public domain. If it turns out that the information is not in the public domain, or there is doubt, we should encourage the company to make it public. In the meantime staff must not deal in the securities until it is clear the information has been made public.
If staff are at all in doubt as to whether they have been made an insider they should discuss the matter with the Head of Regulatory and Operational Risk.
Unlawful disclosure
Improper disclosure is where an insider discloses inside information to another person other than in the proper course of the exercise of his employment, profession or duties.
Behaviours which the FCA considers to be unlawful disclosure are:
- disclosure of inside information by the directors of an issuer to another in a social context; and
- selective briefing of analysts by directors of issuers or others who are persons discharging managerial responsibilities.
Market Manipulation
Market Manipulation consists of effecting transactions or orders to trade which give, or are likely to give a false or misleading impression as to the supply of, or demand for, or as to the price of a financial instrument or secure the price of one or more financial instrument at an abnormal or artificial level.
Examples of Market Manipulation
- Any behaviour which gives or is likely to give, false or misleading signals as to the supply of, demand for, or price of, a financial instrument, or secures the price of a financial instrument at an abnormal or artificial level,
- Any behaviour which affects the price of a financial instrument by using any form of deception or contrivance,
- Disseminating information which gives false or misleading signals as to the supply, demand or price of a financial instrument including the dissemination of rumours,
- Behaviour to secure a dominant position over the supply of or demand for a financial instrument which has the effect of fixing purchase or sale prices or creates other unfair trading conditions,
- Buying or selling financial instruments at the opening or closing of the market which has the effect of misleading investors acting on the basis of the prices displayed,
- Behaviour which disrupts or delays the functioning of a trading venue or making it difficult for other persons to identify genuine orders on the trading system,
- Profiting from the impact of opinions made on the price of a financial instrument already held without having previously disclosed the conflict of interest,
The following indicators will be taken into account by the FCA when it is reviewing transactions or orders for Market Manipulation:
- The extent to which the transaction or order represents a significant proportion of the daily volume of the financial instrument, in particular when there was a significant change in the price,
- Whether the transaction led to no change in beneficial owner,
- The extent to which transactions or cancelled orders include position reversals in a short time period and represent a significant proportion of the daily volume ,
- The extent to which orders or transactions are concentrated within a short time span in the trading session and lead to a price change which is subsequently reversed,
- The extent to which orders or transactions represent best bid or offer prices and are removed before they are executed,
- The extent to which orders or transactions are undertaken at or around a specific time when reference prices are calculated and lead to price changes.
The following are examples of forms of deception or contrivance:
- Whether orders or transactions are preceded or followed by dissemination of false or misleading information by the same person or firm,
- Whether orders or transactions before or after the production of investment recommendations which are influenced by conflicts of interest.
Suspicious Transaction Reporting
Firms are required to establish and maintain effective arrangements, systems and procedures to detect suspicious transactions and orders and to report them to the FCA
without delay. This applies to orders whether or not they have been executed as well as transactions that might constitute abuse or attempted market abuse.
A suspicious transaction or order is one in which there are reasonable grounds to suspect it might constitute market abuse, such as insider dealing or market manipulation.
If any employee suspects that the transaction or order might be suspicious, or subsequently becomes suspicious in light of new events or information, they should notify a member of the Regulatory and Operational Risk Team who will determine whether a Suspicious Transaction and Orders Report (STOR) needs to be filed. Staff making a report to Regulatory and Operational Risk do so in confidence and the fact a suspicion has been raised should not be disclosed to anyone who does not need to know about the suspicion. The Head of Regulatory and Operational Risk will determine who is able to be informed.
A STOR is required to be submitted using the standard ESMA templatewhich can be found under the Regulatory page of the intranet within the Forms section. The report is filed with the FCA by the Head of Regulatory and Operational Risk using the electronic reporting tool on the FCA website.
These suspicious transaction reports help the FCA identify possible market abuse.
The case against Mark Lockwood provides an example of where the FSA (the FCAs predecessor) brought enforcement action against an individual at a firm for failing to make the relevant notification in circumstances in which the FSA considered that the defendant should have known or suspected that a trade placed through him was based on inside information. In failing to make the report, the FSA found that the defendant had failed to observe proper standards of market conduct and was fined. Details of the case can be found here: (www.fsa.gov.uk/pubs/final/mark_lockwood.pdf)
Investment Recommendations
Persons who produce or disseminate investment recommendations or other information recommending or suggesting an investment strategy concerning one or more financial instruments must take care to ensure that such information is objectively presented and to disclose their interests or indicate conflicts of interest to which that information relates.
Where any such information or recommendation is to be published or provided, staff should consult with the Regulatory and Operational Risk team to establish the extent of any disclosures required. The financial promotions sign off process will also provide for regulatory review of any relavent comments being made in marketing materials.
Training
All new employees receive a compliance induction and part of this is in relation to the controls in place regarding Market Abuse. Ongoing compliance training is provided to relevant EP staff on a periodic basis.
Appendix 1 Market Abuse Cases
Dresdner traders, Morton and Parry censured.
Darren Morton and Christopher Parry were portfolio managers at Dresdners Structured Investment vehicle, K2, which had in its portfolio, $65m of a Barclays floating rate note (FRN) issue. At 10am on 15 March 2007, Morton was given inside information about a potential new issue of Barclays FRNs, on more favourable terms than the previous issue. Morton shared this information with Parry.
Acting on this inside information, Morton and Parry agreed to sell K2s entire holding of the previous issue to two different counterparties. Both counterparties to the trades were unaware of the proposed new issue of FRNs. At 15.15 on the same day, the new issue of FRNs was announced and the counterparties to the trades made losses of $66k. They also independently complained to K2 about the circumstances of the trades.
Both Morton and Parry were censured by the FSA for committing market abuse on the basis they sold the FRNs on the inside information about the new issue. Morton and Parry believed they were acting in accordance with market practice the FSA did not accept that was reasonable. Morton and Parry argued that practices in the bond market meant it was always acceptable to trade after being sounded out on a new issue. This was found not to be the case and market participants need always be alert to the possibility that inside information is being passed.
CSFB salesman, Pignatelli fined.
Sean Pignatelli worked as an equity salesman for CSFB. On 24 May 2005 he received an email about Boston Scientific Corp (BSX), a US medical supplies company.
The email contained comments such as quick heads up ahead of tomorrows analyst meeting and dont want to get into trouble, keep between us for now. After receiving the email, Pignatelli called eight people to discuss the matter including four clients who later short sold BSX.
It was later discovered the email did not contain any price sensitive news. CSFBs compliance department picked up the email and reported Pignatellis actions. He was dismissed by CSFB for serious misconduct and breaching their compliance policies and was fined £20,000 by the FSA.
The FSA argued that Pignatelli had breached principle 2 (Acting with due skill, care and diligence) by failing to discuss the e-mail with his compliance department or senior management. He also breached principle 3 (Management control) by passing on the information. The FSA concluded that Pignatelli had failed to consider whether he had received inside information before he passed it on.
Richard Joseph sentenced to four years
Josephs trading resulted in a net profit of £591,000 on trades September 2007 and July 2008. The former futures trader was provided with confidential and price sensitive information from two investment banks concerning proposed or forthcoming takeover bids. The information was provided by Ersin Mustafa, a print room manager at JPMorgan Cazenove. During the time he was trading, Joseph transferred a substantial amount of money to Mustafa.
Attempts were made to disguise the receipt of this information including the use of numerous pay as you go mobile telephones, one of which was purchased using a false name and address, and webmail drop boxes. Having received the information, Joseph then placed spread bets in the expectation that once the information became public the share price would rise.
Mustafa was also found to be a source of inside information in the prosecution of 6 others who were convicted for a separate case in 2012.
Head of Tax at Morrisons sentenced to 12 months
Paul Coyle, the former Group Treasurer and Head of Tax at Wm Morrisons pleaded guilty to 2 counts of insider dealing. He was sentenced to 12 months imprisonment and ordered to pay £15,000 costs as well as confiscation order for £203,000.
Between 24 January and 17 May 2013, Coyle was regularly privy to confidential price sensitive information about Morrisons ongoing talks regarding a joint venture with Ocado Group. Coyle took advantage of this information by trading in Ocado shares between 12 February and 17 May using two online accounts which were in the name of his partner.
Logica PLC Group reporting and financial planning manager sentenced to 10 months
Ryan Willmott, the former group reporting and financial planning manager for Logica PLC, pleaded guilty to 3 counts of insider dealing on 26 February 2015. He was sentenced to 10 months imprisonment and ordered to pay £6,122 towards prosecution costs and a Confiscation Order in the sum of £23,239.75.
Mr Willmott held inside information relating to a potential takeover of Logica by CGI through his employment at the group. Willmott set up a trading account in the name of a former girlfriend, without her knowledge, to carry out the trading. He also disclosed the inside information to a family friend, Mr Carver, who then went on to deal on behalf of Willmott and himself. Mr Carver was fined £35,212 for knowingly dealing on inside information.
When CGI publicly announced its intention to make a cash acquisition of Logica at a significant premium it caused Logica share price to increase by 59.8%.
12. Conflicts of Interest
EP has a duty to take all appropriate steps to identify and to prevent or manage conflicts of interest which can arise between a firm, its employees and its clients as well as those conflicts which exist between different clients of a firm.
This Policy is designed to meet EPs regulatory requirements in relation to the identification, prevention and management of conflicts of interest and to ensure EP always act in the best interests of its clients.
The FCA sets out in SYSC 10 areas where conflicts may arise. Where a firm or any employee:
- Is likely to make a financial gain, or avoid a loss, at the expense of the client;
- Has an interest in the outcome of a service or transaction conducted on behalf of a client which is distinct from the clients interest;
- Has an incentive to favour one client over another;
- Carries on the same business as a client; or
- Receives an inducement from a person other than the client and
- Including those conflicts caused by the firms own remuneration and incentive structures.
Similarly, Section 206 of the Advisers Act imposes a fiduciary duty on Investment Advisers. The purpose of this duty is to eliminate conflicts of interest and prevent an adviser from overreaching or taking unfair advantage of a clients trust.
Responsibility
All members of staff are responsible for considering the business activities within their area and the possibility for conflicts to arise. Where a possible conflict of interest arises, staff should report this immediately to the Regulatory and Operational Risk team who will consider what action (if any) requires to be taken. Depending on the situation this could require the disclosure of the conflict to clients, refraining from taking a course of action or documenting the potential conflict in the firms conflicts matrix.
Outside Business Interests/Activities
All members of staff must receive prior written permission from the relevant EP company Board before engaging in an outside business interest/activity during their employment with EP. This is detailed in each individual's contract. An outside business interest/activity includes:
- Directorships;
- Being employed by, or acting as a consultant for, another person or entity;
- Receiving compensation from another person or entity for business activities including, for example, a family business;
- Receiving fees for an external work product, such as an article or speech; and
- Holding elected or appointed political or governmental position.
Outside interests/activities must not interfere with your EP role and you must not use any of EPs property (including communications via email or the internet) for purposes of any other company or business (whether or not a competitor).
Outside interests/activities that in the judgement of EP may pose a conflict with its business interests will generally not be approved. Approval of an outside business interest/activity will also consider where the position is in the best interest of the EP and its clients and if the position provides leadership of professional development opportunities for the employee.
If approval is not provided then you may be required to resign from any outside interest or activity position you hold. If approval is received from the relevant EP Board in relation to any outside business interests, the Regulatory and Operational Risk team will log this on the External Interests register.
You must seek new clearance for a previously approved interest/activity whenever there is any material change in relevant circumstances, whether arising from a change in your job within EP or in your role with respect to that interest/activity. You must also notify the Head of Regulatory and Operational Risk when any approved outside interest/activity terminates.
In addition, publications and speaking engagements relating to the business of EP must be pre-cleared by the Regulatory and Operational Risk team. Examples of this include delivering a speech to external parties about role at Edinburgh Partners or what Edinburgh Partners do (external parties include business forums and educational establishments).
All members of staff are required to attest on an annual basis that they have disclosed any outside business interest/activity and that any subsequent changes have also been advised to Regulatory and Operational Risk team.
Disclosure of the interest/activity may be required to Committees/Boards of EP and/or to clients.
Any employee who holds an outside director position, who is considered a portfolio person, may not accept any compensation or indirect benefit as a result of this outside director position. This applies to any cash or non cash benefit. The policy also applies to any immediate family members that the employee provides financial support to. If compensation cannot be declied it shall be donated to charity. This does not prevent an employee from accepting reimbursement of reasonable expenses.
A portfolio person is an employee of EP who in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund or any other client, or if his or her functions relate to the making of any recommendations about those purchase or sales.
Non-portfolio persons who are approved to serve as outside directors may be allowed to accept compensation or other direct or indirect benefits provided:
| 1. | That it would not be inconsistent with the purposes and objectives of thispolicy; |
| 2. | Approval is granted by the Regulatory and Operational Risk team; and |
| 3. | The non-portfolio persons board service is not associated with representing Franklin Templeton Investment or EPL client investment interests. |
Any exceptions to the non portfolio persons compensation rules shall be documented in writing, including the basis for the decision, and a copy will be kept by the Regulatory and Operational Risk team and the Code of Ethics Administrator.
Conflicts Matrix
EPs primary objective is to identify and prevent conflicts before they are realised within the organisation. In order to support this it has identified a number of possible areas for conflicts to arise. These are documented in the Groups conflicts matrix (see Schedule 2) and reviewed annually by the Operational Management Committee. In addition, the Regulatory and Operational Risk team conducts monitoring activity over a number of potential conflicts and their controls.
Conflicts Control Framework
Conflicts of interest have the potential to arise across EPs activities. The Group has a series of policies and procedures designed to identify, prevent and manage conflicts of interest. The policies and procedures in place include:
- Insider Dealing and Market Abuse
EP has an Insider Dealing and Market Abuse policy. It is also included in Regulatory and Operational Risk training for new staff and is further enforced via EP's Personal Account Dealing policy and the use of a restricted list.
- Personal Account Dealing
EP has a Personal Account Dealing policy, and these rules are signed off as understood by all staff on an annual basis. Permission has to be sought for any deal prior to dealing and permission is only granted for a limited time period. EP maintains a list of restricted stocks, at no time may any employee place a personal trade any stock from this restricted list.
- Inducements
EP has an Inducements policy. All permissible gifts, entertainment and minor non-monetary benefits provided or received by EP staff are subject to the Inducements policy. With the exception of very minor items, no entertainment or gifts may be accepted or provided without permission. All relevant items of gifts or hospitality are required to be recorded in a central log.
- Anti-Bribery
EP has a zero tolerance policy towards bribery and has a commitment to provide business in a fair, open and honest manner. An Anti-bribery policy is in place which prohibits all staff from offering, promising, giving, requesting or accepting a bribe.
- Broker Research
EP carries out internal research and supplements this through the use of research produced by third parties. EP has a separate Research policy which sets out how the firm uses and pays for research through its own resources.
- Aggregation and allocation of client orders
In order to ensure as fair treatment as possible for clients, EP's Execution policy ensures that a strict order priority system is utilised. No portfolio manager may place an order for a stock which is already being worked until the first order is completed unless there are exceptional circumstances which are closely defined. The allocation of a deal is undertaken on a pro rata basis with the only exceptions being for de minimis orders for clients. In these circumstances the random allocation facility within the front office system is utilised.
- Confidentiality
EP has in place processes and procedures to ensure that any information disclosed to it are kept both confidential and secure.
-Political Contributions (US only)
EP has a Political Contributions policy. Staff are permitted to make contributions up to $350 to an official for whom they can vote or up to $150 for any other official.
| Franklin Templeton Investments (FTI) | |
| Employee Service as an Outside Director Policy | |
Effective as of December 1, 2016 |
|
I. Objectives and Summary of the Policy |
The Policy set forth below applies to any employee of Franklin Resources, Inc., its affiliates or subsidiaries, collectively Franklin Templeton Investments (FTI) who wishes to serve as a director or trustee, of a non-affiliated, for-profit, public or private company or entity (Company) (Outside Director) 1, in order to avoid and/or resolve possible conflicts that may arise. Additionally, local regulations may impose further requirements or limitations affecting the FTI employee serving as an Outside Director.2 As an Outside Director, the FTI employee may face conflicts among his or her fiduciary responsibilities and duties (i) to FTI clients, (ii) to the Company and (iii) to FTI. The Policy supplements the FTI Personal Investments and Insider Trading Policy (FTI Code of Ethics). It is the policy of FTI that no employee may serve as an Outside Director of a Company without receiving prior written approval from (i) the appropriate member of the FTI Executive Committee or their designee3 and (ii) the Director of Global Compliance or his designee (FTI CCO). Factors considered in evaluating a request to serve as an Outside Director include, but are not limited to, whether the service (i) represents an unacceptable conflict of interest; (ii) may detract from the employees fulfillment of duties at FTI (iii) is in the best interest of FTI clients when the appointment is a Portfolio Person4 and (iv) provides leadership or professional development opportunities for the employee. Approval given to an FTI employee to serve as an Outside Director under prior policies and procedures remains in force. However, the Outside Director will be provided a copy of the Policy and will be required to certify at least annually to the Code of Ethics Department to his/her compliance with the requirements contained in the Policy. Questions regarding this Policy should be directed to the Code of Ethics Department. Certifications required by this Policy are submitted via the Code of Ethics monitoring system PTA (PTA). |
| 1 | Outside Director includes equivalent or similar positions, e.g. service on Boards of Supervisors. |
| 2 | For example, a director of Templeton Asset Management, Ltd. must promptly report all of his directorships to the |
Monetary Authority of Singapore (MAS). Additionally, in Canada, portfolio managers of Canadian funds are prohibited from serving on boards of companies held by the funds.
3 The Executive Committee is currently comprised of Vijay Advani, Greg Johnson, Jenny Johnson, Ken Lewis, Craig Tyle, Michael Hasenstab, Chris Molumphy and Ed Perks.
4 Portfolio Persons has the same meaning as in the FTI Code of Ethics. They are employees of FTI, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales.
CONFIDENTIAL INFORMATION. This document is the proprietary product of Franklin Templeton Investments. It may NOT be distributed outside the company unless it is made subject to a non-disclosure agreement and such release receives authorization by an FTI Chief Compliance Officer. Any unauthorized use, reproduction or transfer of this document is strictly prohibited. Franklin Templeton Investments ©2016. All Rights Reserved.
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II.
Scope of Policy
The scope covered by this Policy is:
| Global | U.S. | Canada | Europe | Asia | Latin America |
| It is the responsibility of the employee who is serving as an Outside Director to understand and comply with any Company requirements associated with serving as an Outside Director. Portfolio Persons serving as an Outside Director are also required to notify their local CCO and Investment Compliance (IC) of blackout periods, trading restrictions, or reporting requirements to ensure appropriate supervisory procedures have been implemented. Supplemental policies and procedures specific to requirements of Portfolio Persons serving as Outside Directors (either required by the Company or by local regulators) may be imposed, monitored, and complied with by the CCO of the applicable FTI Adviser. | |
| III. | Access to Information |
Definitions and Description of Approach |
The Outside Directors activities as a director of the Company will likely result in their receiving material non-public information about the Company (i.e., information that would be significant to a reasonable investor in deciding whether to trade in the securities of the Company). It is both unlawful in the U.S. and in most foreign jurisdictions, and a violation of the FTI Code of Ethics and the FTI Code of Ethics and Business Conduct for any person or any Client to effect transactions in a security while in possession of material non-public information or to transmit such information to others. Therefore, even the Companys consent to the Outside Directors sharing of material non-public information with an employee or client of FTI would not be sufficient to permit its use for trading. Confidentiality of Company Information and Attendance at Company Meetings The Outside Director must keep confidential any material, non-public information received as a director of the Company, including both information about the Company itself and information about third parties that have material business or financial relationships with the Company. The Outside Director should exercise extreme caution when discussing information pertaining to the Company with other FTI employees so as not to inadvertently disclose material, non-public information or violate policies of the Company. 5 Particular caution should be exercised immediately preceding or following a Company Board Meeting and the Outside Director is encouraged to notify Trading Desk Compliance if he/she has received material non-public information as a result of attending a Company meeting. The Outside Director is encouraged to seek advice of counsel before discussing matters involving the Company. Confidentiality of Franklin Templeton Investments Information All information regarding FTIs portfolio investments (including information regarding Franklin Resources, Inc., and any Franklin Templeton advisory entity or Client) must be kept strictly confidential. The Outside Director is prohibited from disclosing this information to the Company, even where it may be useful or of critical importance to the Company. |
5 For example, the Company, if it is a US public company, will have its own policies, such as Regulation FD policies, which will be applicable to the FTI employee who is serving as an Outside Director. Public or private companies in other jurisdictions may have similar policies.
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Conflicts Between FTI and the Companys Interests The Outside Director should seek advice of FTI counsel if he/she believes that there is a conflict between FTIs and the Companys respective interests. Based on the advice of counsel, who may consult with FTIs General Counsel, it may be necessary or appropriate for the Outside Director to recuse him or herself from any Company board actions on the matter or to resign from the Companys board. Additionally, the Outside Director must advise the Companys Board of Directors in writing of his or her employment relationship, including investment responsibilities, if any, held with FTI. (See Appendix A) |
|
IV. Methodology, Detailed Process, Activities or Tasks |
Trading In Company Securities The FTI Adviser that employs the Outside Director must exercise due care whenever it trades securities of the Company on behalf of its funds and clients. Generally, the FTI Adviser (the Adviser) that employs the Outside Director must obtain prior approval (i.e., pre-clearance) from Trading Desk Compliance before trading the securities of the Company, who may consult with Legal or Global Compliance before permitting any trading in the securities. The appropriate Trading Desk Compliance personnel may permit trading in the securities of the Company upon verification that the transaction does not violate prohibitions contained in the Securities Watch List Policy and Procedures. Trading In Securities of Third Parties As a director of the Company, the Outside Director also may obtain non-public information about third parties, such as entities with which the Company has or is considering material business or financial relationships, e.g., a business that is being awarded or considered for a major contract, another investor in the Company or a merger or joint venture partner (third parties). Like confidential information about the Company, any such information the Outside Director may receive about third parties belongs to the Company and may not be used to benefit anyone else. In addition, if the information is material and non- public, it must not be used to trade in securities of either the Company or of the third party nor may this information be transmitted to others. Further, the Outside Director should be cautious when discussing information about third parties that pertains to the Company with other FTI employees so as not to inadvertently disclose material, non-public information. The Outside Director is encouraged to seek advice of FTI counsel before discussing matters involving the Company or third parties. Personal Securities Trading in Company Securities The requirements in this section of the Policy cover all personal securities interests of the Outside Director in the Company, including any circumstance where the Outside Director has beneficial ownership as defined in the FTI Code of Ethics. Generally, the Outside Director has beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a persons immediate family sharing the same household. The term immediate family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- |
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law, brother-in-law, or sister-in-law, and shall include adoptive relationships.
Interest in Company Securities: The Outside Director may buy and sell securities of the Company in accordance with the steps set forth below:
- At all times the Outside Director must follow the policies and procedures set forth in the FTI Code of Ethics.
- The Outside Director must seek prior approval from Code of Ethics Administration for any transactions involving non-publicly traded securities of the Company.
- The Outside Director will provide an initial holdings report of ownership in the Company. The initial report must be made within 30 days of becoming an Outside Director.
- The Outside Director will certify compliance with this Policy on an annual basis by February 15th for the prior calendar year.
Certifications must include a report of the Outside Directors holdings in the Company, if any, and all transactions executed since the last certification was completed. Reports must contain similar information as required by the Holdings Reports required by the FTI Code of Ethics. An Outside Director who is also an Access Person as defined in the FTI Code of Ethics and who has provided holding and transaction reports in accordance with the FTI Code of Ethics is not required to make separate reports of his/her holdings and transactions in securities of the Company.
Initial and Annual Certifications should be made to Code of Ethics Administration via PTA.
Additionally, the Outside Director must also abide by any personal trading policies and procedures that the Company may have established with respect to trading in the shares of the Companys stock. For example, the Company may have established black-out periods immediately preceding and following its financial reporting dates, which may restrict trading in the Companys securities.
Changes in Outside Directors or Companys status
- All Outside Directors must report to Code of Ethics Administration any material changes in the Company as related to the Outside Director appointment or to the conditions under which the position as Outside Director was approved.
- The Outside Director must inform Code of Ethics Administration if a Company for which he/she serves as an Outside Director, changes from private to publicly-traded.
Compensation, Expense Reimbursement and other Benefits
As a general policy, Outside Directors who are designated as Portfolio Persons or whose service is associated with FTI duties may not accept any compensation or other direct or indirect benefits for their services as a Company director. The Policy applies to cash and non-cash compensation, including indirect benefits such as Company-provided products and services at discounted rates if the receipt of such would be inconsistent with FTIs policies on gifts and entertainment. The Policy also applies to the Outside Directors immediate family for whom he/she provides
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financial support. If compensation cannot be declined, it shall be donated to a charity.
As an exception to the general policy noted above, Non-Portfolio Persons who are approved to serve as Outside Directors may be allowed to accept compensation or other direct or indirect benefits for their services as a Company director under limited circumstances and provided:
| 1. | that it would not be inconsistent with the purposes and objectives of the Policy and |
| 2. | approval is granted by their immediate supervisor and division head, in addition to the standard approvals required in Section I6 and |
| 3. | the Non-Portfolio Persons board service is not associated with representing FTI client investment interests. |
Approval for Non-Portfolio Person compensation exceptions shall be documented by the FTI CCO in writing, shall include the basis for the decision, and a copy will be provided to Code of Ethics Administration.
The Policy does not prevent the Outside Director from accepting reimbursement of reasonable expenses associated with attendance at Company board meetings and other Company events to which board members are invited to attend consistent with the Companys policies and procedures.
Resignation as a Company Director
The Outside Director is required to promptly resign as a Company director if asked to do so by FTIs CCO.
Consultations with FTI Legal Personnel
It is not possible to predict all situations the Outside Director may encounter. The Outside Director should contact FTIs CCO, General Counsel, either Deputy General Counsel, other designated FTI Legal personnel, or designated counsel for the Company if the Outside Director becomes aware of any conflict of interest or the appearance of a conflict or has any doubts as to whether a set of facts or proposed activities would present a conflict of interest.
Violations of the Policy
An employee failing to abide by the Policy (other than isolated, technical or inadvertent failures) will be presumed to have violated the Statement of Principles contained in the FTI Code of Ethics. Such violations will be referred to FTIs CCO, General Counsel or Deputy General Counsel and disciplinary action commensurate with the violation, if warranted, will be imposed. A violation of the Policy resulting in a violation of the law will be severely sanctioned, with disciplinary action including, but not limited to, referral of the matter to the appropriate board of directors, termination of employment and/or referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.
| V. Preventative | 1. | Code of Ethics Administration |
| Key Controls | Administers the approval, initial and annual certifications certification | |
| process; |
6 Approvals from (i) the appropriate member of the FTI Executive Committee or their designee and (ii) the FTI CCO or his designee.
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- Distributes Policy with Respect to Serving as a Director to employees when informed of their election to the board of directors of a Company;
- Communicates Outside Director status to interested parties within FTI; and
- Maintains appropriate records for 7 years in a secure location.
| 2. | Trading Desk Compliance | ||
| | Maintains a list of restricted securities (Securities Watch List); | ||
| | Applies restrictions in trading systems; | ||
| | Records comments in Charles River when clearing trades; | ||
| | Maintains appropriate records for 7 years in a secure location; and | ||
| | Escalates issues to the FTI CCO. | ||
| VI. | 1. | Code of Ethics Administration | |
| Detective Key | | Reviews holdings disclosure and advises the appropriate FTI CCO if the | |
| Controls | Outside Director owns securities of the Company; | ||
| | Prepares reports at least quarterly that compare changes in Client holdings | ||
| in companies in which FTI employees are serving as Outside Directors, | |||
| analyzes the changes and provides a report to the Fund CCO; | |||
| | Receives annual certifications from the Outside Directors; and | ||
| | Receives reports from the Outside Director of any material changes in the | ||
| Company as related to the Outside Director appointment or to the | |||
| conditions under which FTI granted permission to serve. | |||
| 2. | Trading Desk Compliance | ||
| | Maintains a list of restricted securities (Securities Watch List); | ||
| | Applies restrictions in trading systems; | ||
| | Records comments in Charles River when clearing trades; and | ||
| | Monitors Client trading of public companies where FTI employees are | ||
| serving as Outside Directors. | |||
| 3. | Other | ||
| | FTIs CCO, General Counsel, either Deputy General Counsel, other | ||
| designated FTI Legal personnel, or counsel for the Company is advised by | |||
| the Outside Director when he/she becomes aware of any conflict of interest | |||
| or the appearance of a conflict or has any doubts as to whether a set of facts | |||
| or proposed activities would present a conflict of interest. | |||
| VII. | 1. The FTI employee (serving as an Outside Director) found to have violated the |
Corrective Key Controls |
Policy will be referred to the FTI CCO, General Counsel or Deputy General Counsel for appropriate disciplinary action. A violation of the Policy that is also a violation of law will be severely sanctioned, including termination of employment or referral to the appropriate regulatory agency. |
| 2. | The FTI employee must recuse himself in situations that present a conflict of interest. |
| 3. | The FTI employee (serving as an Outside Director) is required to promptly resign as a Company director if asked to do so by the CCO of FTI. |
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| VIII. | Code of Ethics Administration and Investment Compliance have primary functional |
| Administration | responsibility for the operation of this Policy. FTIs CCO and FTIs General | |
| Counsel, either Deputy General Counsel or other designated FTI Legal personnel, | ||
| are consulted with material or substantive changes to the Policy. | ||
| IX. | ||
| Edit Log | Created by: | Date: September 1, 2004 |
| Amended by: | Date: December 2005 | |
| Amended by: Maria Abbott, Anna-Marie Chavez- | Date: April 2012 | |
| Rey, Breda Beckerle, Jim Davis | ||
| Amended by: Maria Abbott, Anna-Marie Chavez- | Date: May 1, 2013 | |
| Rey, Breda Beckerle | ||
| Amended by: Maria Abbott, Breda Beckerle, Anna- | Date: May 1, 2015 | |
| Marie Chavez-Rey | ||
| Amended by: Maria Abbott, Selena Holmes | Date: December 22, 2015 | |
| Amended by: Maria Abbott, Anna-Marie Chavez- | Date: December 1, 2016 | |
| Rey | ||
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Appendix A
[Chairman, Board of Directors,
Company]
Dear Mr./Ms. Chairman:
As you are aware, I am a [director/officer/employee] of [FT entity], a subsidiary of Franklin Resources, Inc. a global investment management company operating as Franklin Templeton Investments (FTI), as well as a director of [Company]. Securities issued by [Company] are held or could be potentially held by FTIs funds and/or accounts (Clients). Franklin Templeton Investments has adopted a policy that governs my serving on the board of [Company] (Policy). In accordance with FTIs Policy, I am advising you of the following:
| (1) | Confidentiality of Franklin Templeton Investments Information. As a director/officer/employee of FTI, I may be aware of information relating to the investment of accounts managed by FTI affiliated advisors. You should be aware that I have a fiduciary obligation to keep this investment information strictly confidential, and will not be able to share it with you or any other person associated with [Company], even if the information would prove to be of critical importance to [Company]. |
| (2) | Conflicts of Interest. From time to time, a conflict may arise between my responsibilities as an employee of FTI and my responsibilities as a director of [Company]. You should be aware that, in the event of any conflict, I will recuse myself from acting on either entities behalf and, as a result of such conflict, may be required to resign as a director of the Company. |
| (3) | Compensation, Expense Reimbursements and Other Benefits. Please be aware that, under the Policy, I am not permitted to accept any compensation or other benefits, other than reimbursement of reasonable expenses associated with attendance at Company board meetings and other Company events to which board members are invited to attend for serving as a director of the Company without prior written approval of Franklin Templeton Investments. |
If you have any questions regarding these disclosures, please do not hesitate to contact me. Thank you for your attention to this matter.
Sincerely,
[Your Name] cc:[Chief Compliance Officer, Franklin Templeton Investments]
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14. Execution Policy
The intention of this document is to set out Edinburgh Partners (EP) policies and procedures in relation to the management of trading and its associated costs on behalf of clients.
Dealing Venues and Methods
Our investment approach is long-term and focused on absolute valuation. We believe that adequately diversified, concentrated equity portfolios have the highest probability of generating good absolute returns. The execution of any transaction has two principal elements. Firstly, the security has to be priced at a sufficient discount to EPs estimate of fair value. Secondly, EP aims to ensure that the execution itself is done on the best possible terms. There is often a trade-off between the price of a security relative to the volume of the security traded.
EP places deals with approved brokers, on an agency basis. EP maintains broking relationships with a number of global brokers who it believes are capable of accessing sufficient levels of liquidity. These brokers are generally multi-national entities with the ability to trade in most global markets and access multiple sources of liquidity. EP believes that each broker on its approved list is capable of providing the best possible result for the order placed with it. In some instances the choice of broker may be more relevant than others, for example when placing orders in less liquid or emerging market stocks. In these cases the choice of broker and method of trading is dictated by the portfolio managers view of who will be able to fulfil the trade in the most timely and efficient manner taking into account price, cost and likelihood of completion and settlement.
EP may also place orders through a buy-side trading venue. This system allows us to trade blocks with other buy-side institutions. This is used to supplement our broker venues. Orders can be placed on a buy-side venue at the same time as being placed with brokers.
Once an order has been passed for execution EP regularly reviews that orders progress. If the order is taking longer to execute than expected or is being traded at prices which appear to be high we will seek to understand why that may be the case and if necessary look for an alternative execution venue.
Programme or block trades are used for investing money for new clients or if there is a material inflow to, or outflow from, a clients account. A programme trade is frequently a more efficient and cost effective way of transacting. Savings can result primarily from lower execution rates, as brokers sometimes wish to buy market share and price trades accordingly.
On any occasion where the portfolio manager feels that it is the most efficient method of transacting and it is not prohibited by the client agreement, stock may be crossed between clients by using a third party in the market. This eliminates the cost of the spread between bid and offer prices and reduces the market impact. Crossing stock can, however, give rise
to a potential conflict of interest as the same agent will be acting for both buying and selling parties. EP will place the order with an approved broker and apply the principles of best execution to both sides of the transaction.
As noted earlier, the definition of best execution falls within constraints, primarily dictated by liquidity. There are two conflicting elements. A narrow definition of best execution concentrates on the price achieved on a particular day relative to all the trades that took place that day. Assuming no sharp share price movements during the period this gives an indication of the extent to which the broker was able to execute the trade without disturbing the market price. The reason this is a narrow definition is that the smaller the amount that is executed the lower the risk of disturbing prices. However, a trade could easily show up as well executed in terms of the daily volume weighted average price (VWAP) whilst actually disadvantaging the client. This would occur if the trade took an extended time to complete during which an adverse price movement affected the aggregate execution, or indeed the security moved out of the price range where the Portfolio Manager felt that the transaction should actually take place. Each individual trade is assessed within the narrower and broader contexts. Put another way, any trade is a balance between costs of execution and the potential opportunity cost of not executing.
EP places orders with brokers or buy-side trading venues who may execute those orders on one or more trading venues. These venues include Regulated markets, Multilateral trading facilities (MTF) or Organised trading facilities (OTF), Systematic internalisers and Investment Firms acting as market makers or other liquidity providers. Where orders are executed outwith a Regulated market, MTF or OTF clients should be aware that those transactions will not have the benefits of the rules of those venues or the protections provided by them such as a central counterparty and buy-in rights.
Orders are currently sent to brokers electronically. Dealing details are input within the front office system which then generates a FIX message or email to the selected counterparty when the trade has been authorised.
Broker Selection and Review
A central list of approved brokers is maintained within the front office system and is reviewed on a regular basis by the Broker Review Committee (BRC). The BRC consists of a portfolio manager and senior representatives from Operations and Regulatory and Operational Risk. In order for a broker to be put forward for the approved broker list the BRC must be satisfied that the broker can provide the best possible result on a consistent basis.. The principal criteria to be eligible for inclusion on the execution broker list are:
- Proven execution capability we will select brokers we have traded with previously and who have had no red flags resulting from our previous best execution / TCA monitoring or operational issues.
- Wide coverage brokers must have access to substantially all the execution venues within each market where we intend to use them.
- Cost there will be a maximum acceptable execution per market.
- PT desk the ability to offer a programme trading desk is an advantage.
- Assisted trade reporting we require brokers to support assisted trade reporting. This requires brokers to use an APA with interconnectivity with BATS or to execute our trades as a Systematic Internaliser.
The Regulatory and Operational Risk and Legal teams check financial background and legal terms. The broker is then put before the BRC for review of the factors listed above and approval.
In addition to brokers we use a buy-side trading venue as it allows us to trade blocks with other buy-side firms at mid price with no information leakage.
EP will review reports produced by its approved brokers. These reports are used on an ongoing basis to review our assessment of our brokers ability to be able to provide the best results for any order we chose to place with that broker.
Trading market access, best execution, provision of liquidity, settlement efficiency and other operational services are all important factors in the assessment of the quality of broker execution services. The execution elements of a brokers service are monitored and reviewed on a quarterly basis by the Broker Review Committee.
Dealing Efficiency
Each trade is unique with the main areas of focus being recent price movement and daily trading volumes in the stock. The choice of which broker to place the order with is to an extent of secondary importance especially among our larger and non-specialised brokers where liquidity may be more broadly consistent. Typically, our trades are placed with a volume limit with the express objective of avoiding moving the price through our own actions. However, where a broker can cross a stock (where they have a natural buyer or seller on the other side of the transaction) we will be happy to do so at the prevailing market price or even at the daily volume weighted average price as this should not impact the price. Price limits may be placed if the price reflects a level where it is not at sufficient discount to our fair value assessment.
We recognise there is often a trade-off between the price of a security relative to the volume of the security traded. For purchases, the price of the security is important in so far as the price paid must at all times be below EP valuation indicated target.
In addition, EP utilises the services of an external provider of Transaction Cost Analysis (TCA). TCA reports provide analysis of the interval VWAP i.e the price at which EP deals in comparison to the VWAP for the duration of a trade; and implementation shortfall i.e the price at which EP deals compared to the price at the time the original order was placed. This data is then compared by the TCA provider against data which it holds relating to trades within the market thus providing a benchmark for EP deals. The TCA reports are reviewed by the Broker Review Committee at its meetings.
Conflicts of Interest
EP maintains a conflicts of interest policy document which documents the conflicts of interest whether real or potential which may affect the company. The conflicts of interest policy is reviewed by the Operations Management Committee. EP has no associations or affiliations to counterparties with whom it transacts when dealing for its clients. As a result, the scope for conflicts of interest is limited and portfolio managers are able to deal with whichever counterparty will provide the best execution for our clients.
A further area where there may be a conflict of interest is in the undertaking of orders for multiple clients and the subsequent allocation which takes place. When placing orders a strict order priority system is utilised. No portfolio manager may place an order for a stock which is already being worked until the first order is completed unless there are exceptional circumstances which are closely defined e.g. unexpected cash inflows or outflows from a client. The allocation of a deal is undertaken on a pro-rata basis with the only exceptions being for de minimis orders for clients. In these circumstances the random allocation facility within the front office system is utilised. Non-pro-rata allocations and any overrides of restrictions are reviewed by EPs Regulatory and Operational Risk team on a regular basis. Finally, the crossing of a trade may provide a conflict of interest as noted earlier above.
EP has execution arrangements with a number of brokers who also provide us with research. We also have execution arrangements with brokers who do not provide research. These are referred to as Execution Only Brokers. To check that the execution costs paid to brokers are not subsidising research the execution costs are reviewed to ensure costs are comparable between both sets of brokers.
Some documents produced by brokers which do not classify as research can also assist our portfolio managers in making investment decisions. These items are either paid for directly by EP or may be classified as a minor non-monetary benefit and therefore able to be received for free. Other minor non-monetary benefits may be received by Edinburgh Partners providing they are capable of enhancing the quality of service to a client. These include: the participation in training events on the benefits and features of a specific financial instrument or service, hospitality of a reasonable de minimis value and third party research during a trial period.
IPOs and Underwritings
Initial Public Offerings (IPOs) and underwritings will be undertaken unless clients advise EP otherwise. In all other respects procedures for participation in either an IPO or an underwriting would be exactly the same as for a normal deal and subject to the same procedures for ensuring the fair treatment of clients.
Placing of Deposits
EPs current policy is to use deposit facilities with a clients custodian where possible, but will use deposits with a third party bank if this is necessary to achieve acceptable rates.
Time deposits are used to access enhanced rates where appropriate. Cash levels are monitored daily. All deposits, whether at the Custodian or 3rd Party Bank are in the name of the client.
Foreign Exchange
Foreign exchange transactions are only undertaken as required by specific deals, corporate actions or to repatriate income. Generally these are transacted with clients custodian banks but may be transacted with a third party. EP has a policy of asking custodians to put in place benchmarked pricing of FX deals, where the custodian prices FX deals at an agreed spread over a benchmark rate, thus providing transparency (This does not apply for accounts where the client has agreed FX pricing directly with the custodian).
Forward foreign exchange transactions (forwards) can be used to reduce or remove a portfolios exposure to a particular currency. Forwards are generally transacted with the clients custodian bank in order to reduce operational risk, although may be also be transacted with a third party. Regardless of the counterparty exchange rates quoted by the counterparty are checked to an independent source for reasonableness prior to effecting the transaction.
Instructions from Clients
Specific instructions from a client in relation to an order may prevent EP taking the steps it has designed in this policy and may result in EP not obtaining the best possible result for that order.
15. Proxy Voting
EP aims to vote all shares where possible and where we have been given discretion by our clients. In exercising any authority delegated to it by clients, EP follows the relevant applicable regulatory and legislative requirements both in the UK and other relevant jurisdictions. The guiding principles in performing this service are to make proxy voting decisions which favour proposals designed to maximise a companys shareholder value and are free from the influence of conflicts of interest.
This policy does not apply in any instance where a client has not granted EP discretionary voting authority either because the client has retained voting discretion, granted discretion to a third party or directed EP to vote proxies in a particular manner.
Use of third parties
EP uses an independent service provider to assist it in determining EP Proxy Voting Policy and in implementing its proxy voting decisions. The provider EP uses is ISS. Specifically ISS assists EP in the proxy voting and corporate governance oversight process by developing and updating the ISS proxy voting guidelines and by providing research and analysis, recommendations regarding votes, delivery of proxy instructions and recordkeeping and reporting services. EPs decision to retain ISS is based principally on the view that the services ISS provides, subject to EPs oversight, will generally result in proxy voting decisions which are favourable to shareholders interests. EPs portfolio managers will review the ISS recommendations and may instruct votes in a manner other than in line with those recommendations where they have good reason to believe it is in the best interests of the shareholders. In these instances full documentation is maintained of any variation from the ISS voting recommendation and reported to the relevant clients.
Conflicts of Interest
The EP Proxy Voting Policy addresses potential conflicts of interest by its adoption of and reliance on the ISS proxy voting guidelines and the day to day implementation of those guidelines by ISS. The procedures provide that, where a portfolio manager decides to instruct a vote in a manner other than in line with an ISS recommendation, the rationale behind his decision is fully documented and retained as well as being reported as an exception to the relevant client.
Recordkeeping
EP retains the following records in relation to its exercise of discretionary voting authority for its clients:
- Proxy voting policies and procedures as amended from time to time
- ISS proxy voting recommendations
- Client requests for proxy voting information; and
- Documentation material to the voting decision for a client proxy or that reflects the basis for that decision
16. Complaints Handling
Edinburgh Partners (EP) maintains and operates effective and transparent procedures for the reasonable and prompt handling of complaints. It is EP's policy that all complaints should be identified and resolved as soon as possible. These procedures are designed to ensure that complaints are handled fairly, effectively and promptly and resolved at the earliest possible opportunity.
Scope
As EP does not deal with eligible complainants as defined by the FCA the FCA complaints rules (found in the Dispute Resolution Sourcebook (DISP)) are limited in their application. For our MiFID business (which is everything apart from investment trust and EPOF shareholders) only the rules in DISP 1A marked EU apply in addition to the complaints reporting rule (DISP 1.1A.38EU)
Definition of a Complaint
The definition of a Complaint for both MiFID and AIFMD business is: Any oral or written expression of dissatisfaction, whether justified or not, about the provision or failure to provide a financial service and which alleges financial loss, material distress or material inconvenience.
Complaints about poor performance do not need to be considered to be within the definition of a complaint for the purposes of this policy. However, performance complaints may include other elements such as issues involving suitability, unexpected volatility, higher than anticipated charges. Therefore staff should carefully consider the context of the complaint before classifying it as a performance complaint.
Procedures
EP has in place appropriate management controls and takes reasonable steps to ensure that in handling complaints it identifies and remedies any recurring or systemic problems. EP achieves this by:
- analysing the causes of individual complaints so as to identify any root causes common to the types of complaint;
- considering whether such root causes may also affect other processes, products or clients, including those not directly complained of; and
- correcting, where reasonable to do so, such root causes.
All personnel within EP must remain alert to the possibility of them being the recipient of a complaint, and how to handle that complaint. Complaints will typically be received by the Client Services department, but could be received by any area within the group.
Any member of staff who receives notice of a complaint should inform the Head of Regulatory and Operational Risk and their Head of Department as soon as possible. The
Head of Regulatory and Operational Risk will log the complaint in the complaints register and monitor the handling of all complaints.
It is the responsibility of the Head of Regulatory and Operational Risk to co-ordinate the investigation. Where required they will seek assistance and input from the Department or person against whom the complaint is made. The Head of Regulatory and Operational Risk may appoint another person to investigate the complaint provided that person is of a suitable level of competence and does not have a conflict of interest.
All complaint correspondence should be forwarded to the Regulatory and Operational Risk Team who will enter the details of the complaint and its resolution in the complaints register.
Timescales
There are no regulatory timescales for responding to non-eligible complainants. However EP always looks to address complaints promptly and appropriately.
EP aims to provide a full response to the complaint as soon as possible. Where the complaint will take longer than 10 working days to investigate and respond to, it may be appropriate to provide an initial acknowledgement either by phone or in writing. Where such an acknowledgement is made by phone, a file note must be made of the call stating when it took place, with whom and the matters discussed. These details should be passed to the Head of Regulatory and Operational Risk who will log them in the complaints register.
Any response should be copied to the Head of Regulatory and Operational Risk.
The complaint record will remain open until the earlier of: The client confirms they are satisfied with the response; or One month after EP issues its final response.
Communications with clients
Any communications with clients about their complaint should be easy to understand and in language suitable for the client. The initial acknowledgement of a complaint must contain information about this policy and provide details of the complaints management function (CMF) within EP. The CMF is the Regulatory and Operational Risk department and details of the policy are contained within a separate document entitled Edinburgh Partners Limited, Handling your complaint. This document must also be provided to clients or potential clients upon request.
It is unlikely that clients will be able to refer their complaints to the Financial Ombudsman Service so no reference to that service is required in the communication. However, the clients ability to pursue cival action is stated on the Handling your complaint document.
Records & Reporting
Despite a limited application of the DISP rules, EP is required to report all MiFID complaints received to the FCA. To allow the appropriate reporting to be conducted EP maintains records of all complaints including their type and resolution.
Edinburgh Partners Opportunities Funds (EPOF) Investors
The Central Bank of Irelands Consumer Protection Code covers all complaints not just those received from eligible complainants as defined by the FCA. A regulated entity must have in place a written procedure for the proper handling of complaints. This procedure need not apply where the complaint has been resolved to the complainants satisfaction within five business days, provided that a record of this fact is maintained.
Definition of a Complaint
A complaint refers to an expression of grievance or dissatisfaction by a consumer, either orally or in writing, in connection with:
- the provision or the offer of the provision of a product or service to a consumer by a regulated entity; or
- the failure or refusal of a regulated entity to provide a product or service to a consumer;
consumer means any of the following:
- a person or group of persons, but not an incorporated body with an annual turnover in excess of 3 million in the previous financial year (for the avoidance of doubt a group of persons includes partnerships and other unincorporated bodies such as clubs, charities and trusts, not consisting entirely of bodies corporate) or
- incorporated bodies having an annual turnover of 3 million or less in the previous financial year (provided that such body shall not be a member of a group of companies having a combined turnover greater than the said 3 million);
Procedure and Timescales
If EP receives a complaint from an EPOF investor in relation to a process owned by EP, such as client reporting, or where an investors expectation in relation to product or performance of the fund has been set, but not met by EP, EP will follow the complaints handling process.
When an oral complaint is received, the Consumer Protection Code requires EP to offer the consumer the opportunity to have this handled in accordance with the EP complaints policy noted below. However if an oral complaint is received at EP and dealt with to the shareholders satisfaction within 5 business days, no further action is required provided that a record of the complaint and resolution is maintained.
Process
- If a written complaint is received at EP, it will be acknowledged on paper or on another durable medium within five business days of the complaint being received;
- The Regulatory and Operational Risk team should be notified immediately and the complaint will be recorded within the incident log and will follow the same root- cause analysis as the incident management process.
- The shareholder will be provided with the name of one or more individuals within EP Client Services who will be the point of contact in relation to the complaint until the complaint is resolved or cannot be progressed any further;
- The shareholder will receive a regular update on paper or on another durable medium on the progress of the investigation of the complaint at intervals of not greater than 20 business days, starting from the date on which the complaint was made;
- EP will attempt to investigate and resolve a complaint within 40 business days of having received the complaint; where the 40 business days have elapsed and the complaint is not resolved, EP will inform the shareholder of the anticipated timeframe within which we hope to resolve the complaint and will inform them that they can refer the matter to the relevant Ombudsman. EP will provide the shareholder with the contact details of the Ombudsman;
Resolution
Within five business days of the completion of the investigation, EP will advise the shareholder on paper or on another durable medium of:
- the outcome of the investigation;
- where applicable, the terms of any offer or settlement being made;
- that the consumer can refer the matter to the relevant Ombudsman, and
- the contact details of such Ombudsman.
EP will ensure that each complaint and the measure taken for its resolution are recorded. Investors should also be able to file complaints free of charge and EP makes information regarding complaint handling available to investors free of charge.
Where a complaint is received in relation to a process owned by Northern Trust (NT), this will be recorded by the EP department that took receipt of the complaint and Northern Trust TA Complaints Manager will be notified. NT Complaints Manager will liaise with all relevant parties and ensure that the complaint is investigated thoroughly and that all regulatory timescales are met. NT has a complaint handling process in place with complaints treated as incidents following the same root cause analysis and follow up process.
All complaints received by EP or NT will be notified immediately to the Designated Director and the Board as per the business plan.
EPOF is not covered under the investor compensations scheme.
Investment Trust Shareholders
On occasion EP may receive complaints from shareholders of investment trusts managed by EPL. These may be sent directly to EPL or EPAL by the shareholder or may come via the Trust Board. Investment trust shareholders are not clients of EPL or EPAL and are not eligible complainants as defined by the FCA.
Investment Trust shareholder complaints should be directed to the Company Secretary (Kenneth Greig) who will decide who should respond to the complaint and in what capacity.
Investment Trust related complaints are reported to the relevant Investment Trust Board.
Canadian Clients
Section 13.15 of NI 31-103 requires EP to document complaints, and to effectively and fairly respond to them.
An effective complaint system should deal with all formal and informal complaints or disputes in a timely and fair manner. EP does not limit handling of complaint to those relating to possible violation of securities legislation and all expressions of dissatisfaction are taken seriously.
The suggested timeframe for resolving complaints is 90 days (12 weeks). If a complaint from a Canadian client is received the following process should be followed:
- The complaint handling process should be followed (i.e. notification to the Head of Regulatory and Operational Risk).
- Promptly send an initial written response to the complainant. This should be provided within 10 days of receipt; and
- Provide a substantive response to all complaints relating to trading, breach of client confidentiality, theft/fraud, misrepresentation, an undisclosed conflict of interest or personal financial dealings with a client. This response should indicate the firm's decision on the complaint.
- Included in the substantive response will be a statement that the client may use the mediation services of the Provincial regulator in Quebec or other mediation provider in any other state.
If EPL were to take on a non-permitted Canadian client, resolution services are required to be made available. (This would have to be the Ombudsman for Banking Services and Investments OBSI in every jurisdiction apart from Quebec, where it would be the local regulator, the AMF)
17. Inducements
This policy sets out the minimum requirements for giving or receiving any gift or entertainment to or from any client or any third party. This policy should be read in conjunction with EPs Anti Bribery Policy, Conflicts of Interest Policy and the Code of Ethics.
Giving or receiving gifts or entertainment must be appropriate and not give rise to any perceived or actual conflict of interest with EP, its employees, clients, prospective clients or other third parties.
While the giving and receiving of a gift or entertainment can be a customary part of relationship building and business, it can also have the ability to improperly influence and corrupt. Accordingly, giving or accepting a gift or entertainment must never influence or appear to influence EPs integrity and reputation or improperly influence its staff, clients or other third parties. Gifts and entertainment should be designed to enhance the quality of the relevant service to the client.
It is company policy that, in general terms, we do not accept gifts or entertainment from companies with whom we do not do business or have no intention to do business. Employees should not solicit any third party for any gift, gratuity, entertainment or any other good, regardless of its value.
MiFID Business Specific Provisions
COBS 2.3A outlines that in relation to its MiFID business a firm may not provide to, or receive from, any party (other than a client, prospective client or a person on behalf of the client) any non-monetary benefit in connection with the provision of an investment service.
The exception to this rule is a minor non-monetary benefit which:
| (i) | is designed to enhance the quality of the relevant service to the client; and |
| (ii) | does not impair compliance with the firms duty to act honestly, fairly and professionally, in the best interests of the client or prospective client. |
As a result, in relation to EPs MiFID business, it is not permissible to accept or offer any invitation to a hospitality event that does not enhance the service provided to our clients and is not minor in nature e.g. tickets to any sporting event, concert or award dinners.
The only gifts that may be accepted from companies that only provide MiFID business related services are minor company branded gifts.
These rules predominantly apply to gifts/entertainment provided by brokers.
MiFID permits firms to provide entertainment/hospitality to clients and/or prospective clients and persons on behalf of clients or perspective clients. Any such entertainment or hospitality must not be excessive or such that it could create a conflict of interest. Costs must be reasonable and all instances should be recorded in the Gifts and Entertainment Register.
All sales notes and market commentary received by EP are considered to be minor non-monetary benefits. These sales notes and market commentary are only used as background when formulating ideas in relation to the stock and investment decisions. As such, use of these minor non-monetary benefits help enhance the quality of service provided and allows EP to act in the best interests of the client. Other permissible minor non-monetary benefits may be accepted or offered. A non-exhaustive list is set out in the FCA handbook.
If you are in doubt over whether firm activity is MiFID business or gifts/entertainment is allowed please contact the Regulatory and Operational Risk Team.
Definitions
Entertainment means any recreational activity or event which may or may not include the consumption of food or refreshment. This can include, but is not limited to:
- Attending a sporting or social event, or participating in a hosted golf or other sport tournament;
- Receiving or giving theatre or concert tickets; or
- Receiving a lunch or dinner.
The giver and recipient of entertainment must be in attendance at a relevant event, otherwise the entertainment will be classified as a gift for the purposes of this policy.
Gift is anything which is of value (including services or benefits), excluding entertainment which is covered above e.g. hampers, bottles of wine.
A business meeting is any meeting that takes place in the Edinburgh Partners office or other premises. It must involve discussions with a business aspect rather than a social aspect and may include food and refreshments. Business meetings are not subject to this policy.
The value of a gift or entertainment is calculated to include all aspects of the invitation/gift (for example including any travel which may have been laid on, refreshments, fees, delivery charges etc) and should be based on a market value. For example, an invite to a sporting event may be worth more than the face value of the ticket when refreshments are included.
Recording
It is company policy that all gifts and entertainment, offered or received, should be recorded on the Gifts and Entertainment Register, which can be found on the regulatory page of the intranet. This is regardless of value, with the exception of company branded gifts of minimal value and sales notes and market commentary pieces.
Any gift/entertainment that has been offered but not accepted may also be recorded on the Gifts and Entertainment Register.
It is the responsibility of the individual who is offering/receiving the gift/entertainment to record this on the system, ensuring that all fields are completed.
When authorisation is required to accept or offer a gift or hospitality this should be written authorisation. The request for authorisation should include detailed information relating to gift/entertainment so that the line manager can make an informed decision e.g. value, location, attendees, relationship to EP. A detailed explanation of how the gift/entertainment shall enhance the quality of services provided to EP/EPs clients should also be included.
A copy of the authorisation should then be forwarded to the Regulatory and Operational Risk team for monitoring and record keeping purposes.
Line managers have autonomy over whether authorisation should be given to a request. In making a decision whether authorisation should be granted, consideration will be given to:
- The extent to which the client benefits from the entertainment/gift;
- The amount and frequency of gifts or entertainment given to, or received from, the same company;
- Whether the value is considered excessive in relation to the business which EP conducts with the company;
- Whether the gift/entertainment would result in a conflict; or
- Any other factor relevant to the individual circumstance.
Receiving or Offering Entertainment
Upon receiving, or offering, an invitation to entertainment an entry should be immediately entered into the Gifts and Entertainment Register by the individual.
All entertainment that is valued over £150 per person should be authorised by your line manager. Offers or acceptances should not be sent out until authorisation has been given.
No government official may be provided with more than $2000 in hospitality (travel, lodging, entertainment and meals) annually, without the prior approval of the Head of Regulatory and Operational Risk.
In the situation that authorisation has been declined this should also be recorded on the Gifts and Entertainment Register.
Family members cannot attend any entertainment. Entertainment should be for business purposes and not personal enjoyment.
When on business and the host organises travel from one venue to another, the expectation is that EP is invoiced for travel/accommodation expenses.
Where entertainment is offered, travel and accommodation must be paid by the employee accepting the entertainment. There may be limited certain circumstances where this is not possible.
All client conferences and due diligence and training meetings where EP intends to spend $10,000 or more, including travel, lodging, meals and entertainment, and where one or more government official will be in attendance, must also receive the special prior approval of the Head of Regulatory and Operational Risk.
Receiving or Offering Gifts
Upon receiving, or offering, a gift an entry should be immediately entered into the Gifts and Entertainment Register by the individual who receives the gift or offers the gift.
Gifts should not be offered, or kept, until any appropriate authorisation has been received.
If a gift received has a value of over £50 authorisation is required from your line manager.
No employee may give or receive annually, to or from another person, a gift or multiple gifts whose value exceeds $100.
Non-branded gifts offered on behalf of EP over the value of £20 require authorisation from your line manager.
In the situation that authorisation has been declined this should also be recorded on the Gifts and Entertainment Register.
Exception to the gift authorisation limits is given to any company branded gift of minimal value e.g. umbrella, pen, notebooks. Branded gifts of minimal value do not need to be recorded on the Gifts and Entertainment Register.
Cash and vouchers cannot be offered or accepted as a gift.
Monitoring
The gifts and entertainment register is monitored by Regulatory and Operational Risk Team on an ongoing basis as part of the monitoring programme. The monitoring program may also involve further testing to ensure that employees are adhering to the Inducements Policy and appropriately seeking approval.
18. Anti Bribery Policy
The purpose of this policy is to ensure Edinburgh Partners compliance with the UK Bribery Act 2010, the Foreign Corrupt Practices Act of 1977(US) and any other applicable anti bribery and corruption laws and regulations. In the circumstance where there is any difference between this policy and rules or laws of a jurisdiction EP is acting in, the stricter of the two will always apply.
The Bribery Act 2010
The Bribery Act 2010 ('the Act') introduces four main offences:
| 1. | Offering, promising or giving a bribe; |
| 2. | Requesting, agreeing to receive or accepting a bribe; |
| 3. | Bribery of a foreign public official in order to obtain or retain business; and |
| 4. | A corporate liability for failing to prevent bribery on behalf of an organisation. |
The Act applies to offences committed both inside and outside the UK. Under the corporate liability of failing to prevent bribery EP could be liable to prosecution if a person associated with the Group makes or offers a bribe with the intention of obtaining or retaining a business advantage. However, the Group will have a defence providing it can demonstrate that it had adequate procedures to prevent associated persons from making or offering a bribe. An associated person is a person (or entity) who performs services for or on behalf of the EP Group.
The Ministry of Justice has provided guidance on what constitutes adequate procedures to prevent bribery. The guidance is formulated using six principles:
Proportionate procedures - A firm's anti-bribery procedures should be proportionate to the risks faced and the size, nature and scale of the firm's business;
Top-level commitment - Firms should foster and communicate a zero-tolerance culture regarding bribery and ensure that policies are clearly communicated;
Risk assessment - Firms must keep up to date with the external and internal bribery risks they face;
Due diligence Firms should put in place due diligence procedures designed to prevent persons associated with them, i.e. service providers from bribing on their behalf;
Communication (including training) Policies and procedures must be understood by all persons associated with the Firm; and
Monitoring and review Firms must monitor and review their procedures.
The Foreign Corrupt Practices Act 1977
The Foreign Corrupt Practices Act 1977 (FCPA) is a US criminal statute that prohibits authorizing, giving, promising to give, or offering anything of value, directly or indirectly, to a foreign Government Official corruptly to influence the official to obtain or retain business or any improper advantage.
The FCPA applies to the conduct of the EP and its employees anywhere in the world. More specifically, the FCPA prohibits the paying, offering or promising to pay or authorising the payment; of money or anything of value (including gifts, meals and entertainment); to a foreign Government Official, political party or official thereof, or candidate for political office directly or indirectly through a third party, corruptly (which means to induce the recipient to misuse his or her official position or to obtain an improper advantage) in connection with the Companys business.
The Anti Bribery Policy applies to any government official. Government official means any official or employee of a government including the US, or a department, agency or public international organisation. It also includes employees, officers or agents of any entity in which a government has substantial direct or indirect ownership or control e.g. sovereign wealth fund, joint venture with government entity. In addition, immediate family members of such persons are included.
Commitment
This Policy and the associated procedures are designed to ensure EP and its associated persons remain compliant with the requirements of the Act.
The Management of EP adopts a zero tolerance approach to bribery and is committed to carrying out business in a fair, honest and open manner. All members of staff have a responsibility for complying with both the requirements of the Act and EP's zero tolerance approach.
EP's approach to bribery, this policy and its procedures have been approved by the Groups Operations Management Committee and by the Executive Management Committee.
Procedures
All staff are prohibited from offering, promising, giving, requesting or accepting a bribe.
- Inducements
It is important to note that reasonable and proportionate hospitality and gifts are an established part of doing business and it is not the intention of the Act to criminalise such behaviour. However, it is recognised that gifts and hospitality could be used as bribes. EP therefore has an Inducements policy which sets out the procedures in place to manage the risk in this area.
- Facilitation payments
Small payments to assist with or facilitate EP obtaining items such as licenses, permissions, permits etc. are also prohibited. This can be a complex area so staff are required to remain alert to any payment which could be deemed inappropriate and should raise any suspicions with the Regulatory and Operational Risk team.
- Political Contributions
The SEC has issued rules which prevent firms from earning investment management fees for two years from a client if they are found to have made political contributions to certain public officials connected to that client. Such payments could be considered a bribe in certain circumstances. EP has adopted a Policy in relation to the payment of political contributions and this should be consulted prior to the payment of any such contributions.
- Charitable Donations
Donations which comply with the Inducements policy will be acceptable; however cash donations should generally not be made in connection with clients or prospective clients (or their advisers / consultants) as these could be viewed as creating a conflict of interest. Any proposed cash donations (as an exception to this rule) should be pre-cleared with the Head of Regulatory and Operational Risk. This policy does not apply to charitable donations which are not connected with clients or prospective clients.
- Payments and Expenses
The FCAs Inducement rules go further than gifts and entertainment, they also apply to any payment made by the firm in connection with its investment business. Payments are an area where potential bribery may be detected so EP requires that any payment authoriser, whether for business expenses or general payments to suppliers / providers of any kind are alert to the potential for suspicious payments. Any suspicions should be raised with the Regulatory and Operational Risk team.
- Reporting
Staff are encouraged to report any suspicions they may have in relation to potential acts of bribery by both members of staff or by another party acting on behalf of EP. Any reports can be made in accordance with EP's Whistleblowing Policy.
- Risk Assessment
EP has performed a risk assessment of its business based on: the countries it operates in, the types of clients it deals with, its policies and procedures and its key third party suppliers.
19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Date Scope |
November 1st 2018 This Policy, including any supplemental memoranda and procedures (collectively the Policy), applies to all Covered Persons. Covered Persons include all officers, directors and employees of, and third-party representatives (such as agents, consultants, intermediaries, introducers, and vendors) who perform services for or on behalf of, Franklin Resources, Inc. and its U.S. and foreign affiliates and subsidiaries (collectively Franklin or the Company) including those who represent the Companys interests in any joint ventures or corporate investments. This Policy applies in full to Edinburgh Partners as a subsidiary of Franklin Resources, Inc. |
Related Regulatory Rules |
Covered Persons are also reminded of Franklins policy of strict compliance with all applicable anti-corruption laws and related regulations (Related Regulatory Rules) such as those concerning gifts and entertainment (e.g., the rules and regulations of FINRA-- the Financial Industry Regulatory Authority in the United States). |
Overview |
The purpose of this policy is to ensure that all Covered Persons comply with the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act 2010 (the Bribery Act) and any other applicable anti-corruption laws and regulations of the local jurisdictions in which Franklin or such Covered Persons operate. Where there are differences between the basic policy and the laws or rules of any such local jurisdiction, the stricter of the two (i.e. the basic policy and such local laws or rules) will apply. |
- The Brazil Clean Companies Act addresses the Participation in the Public Bidding Process in Brazil, which is described in Appendix D.
- The Korean Act on the Prohibition of Improper Solicitation and Provision/Receipt of Money and Valuables Act is described in Appendix E.
- The Mexican General Administrative Liabilities Act and other laws are described in Appendix F.
The Foreign Corrupt Practices Act |
The FCPA is a U.S. criminal statute that prohibits authorizing, giving, promising to give, or offering anything of value, directly or indirectly, to a foreign Government Official corruptly to influence the official to obtain or retain business or any improper advantage. |
The FCPA applies to the conduct of the Company and Covered Persons anywhere in the world. More specifically, the FCPA prohibits:
- paying, offering or promising to pay, or authorizing the payment;
- of money or anything of value (including gifts, meals, and entertainment);
- to a foreign Government Official, political party or official thereof, or candidate for political office;
- directly, or indirectly through a third party;
- corruptly, which means to induce the recipient to misuse his or her official position or to obtain an improper advantage;
- in connection with the Companys business.
The Foreign Corrupt Practices Act |
Notwithstanding that the FCPA covers foreign Government Officials, this Policy applies to any Government Official (GO), including any local, state or |
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
(continued) |
federal U.S. government official. The underlined terms are discussed in more detail below. |
The U.K. Bribery Act 2010 |
Certain of the Companys subsidiaries and affiliates and related personnel and third- party representatives are also covered by the Bribery Act. Like the FCPA, the Bribery Act prohibits giving things of value to government officials, but is more extensive than the FCPA in that the Bribery Act also covers dealings with private parties (for example, corporate pension fund officials, employees of distributors of investment products such as Franklin Templeton Funds, Edinburgh Partners Funds and vendors). The Bribery Act also prohibits the solicitation or acceptance of a bribe. Accordingly, this Policy extends both to dealings with government officials and to dealings with private parties, and prohibits either giving or receiving a bribe. |
Penalties Violations of the FCPA and the Bribery Act each are punishable by severe fines,
other penalties, and potential imprisonment.
Regardless of the customs of a particular country, all Covered Persons must be careful to follow Company standards, local laws, and the FCPA and Bribery Act when conducting Company business. |
|
Franklins Statement of Policy |
Franklin is committed to winning business through fair, honest and open competition in the marketplace and is intolerant of bribery or any other form of corruption. All Covered Persons must strictly adhere to the letter and spirit of all applicable U.S. and foreign laws, including but not limited to the FCPA and the Bribery Act. In this regard, Covered Persons are strictly prohibited from either receiving or authorizing, offering, promising, or giving, directly or indirectly, cash, gifts, or anything of value from or to an officer, employee, or agent of a commercial counterparty or a GO, political party or official thereof, or candidate for political office, for the purpose of seeking or obtaining improper performance of a persons duties or other improper advantage, or influencing a decision through provision of a personal benefit. |
In addition, Franklin intends to avoid doing business with others who do not adhere to the same standard of zero-tolerance of corruption. Responsibility for maintaining these standards lies with everyone at Franklin. The Companys Board of Directors and its Audit Committee, the Chief Executive Officer, senior management, the Legal Department, the Global Compliance Department and the Regulatory and Operational Risk Department are all tasked with ensuring that Franklin meets the highest legal and ethical standards.
The thresholds and approval requirements set forth in this Policy apply irrespective of whether Company funds or ones own personal funds are used. Covered Persons may not, either with Company funds or with personal funds, offer, pay, or give money or anything of value to another person, except as set forth in this Policy.
Any Covered Person who violates this Policy is subject to discipline, up to and including termination of employment.
Whom to Corruption issues are often not black and white. Determining when a payment, gift,
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Contact with Questions about Franklins Anti- Corruption Policy |
or business promotion is permissible under this Policy can involve difficult interpretive questions that depend on the facts of a particular case. The Company does not expect Covered Persons to make these decisions on their own. The Policy is designed to provide guidance, but it cannot anticipate all situations that may arise in the course of the Companys business. Where a Covered Person is unsure how certain proposed conduct might be covered under the Policy, he or she must seek prior guidance from a supervisor, the Regulatory and Operational Risk Department or Legal Director ) before taking any further action. |
Reporting Violations |
Covered Persons must promptly report: 1) any violation or suspected violation of this Policy that may involve the payment or receipt of a bribe or any impropriety in the handling or reporting of money or financial transactions: to the Head of Regulatory and Operational Risk or the Chief Operating Officer. Failure to observe this reporting requirement is a violation of the Policy and, as in the case of any other breach of this Policy, can result in disciplinary action up to and including termination of employment. It is the Companys policy to investigate all reported violations. Franklin will not tolerate any form of retaliation or detrimental personnel action against anyone reporting a potential violation in good faith or with reasonable grounds for suspicion or concern. All Covered Persons are required to cooperate in any investigation conducted under this Policy. |
Payments, Re- imbursements & Record- keeping |
The Company will only reimburse expenditures for goods, services or other expenses that are fully and properly supported by third party invoices or receipts in accordance with the Companys policies and procedures. All expenditures for gifts, meals, travel, lodging, entertainment, training and conferences for GOs as well as private parties, must be properly documented and approved pursuant to applicable Franklin procedures. They must also comply, as applicable, with the supplemental requirements set forth below in the section entitled Supplemental Requirements. Covered Persons must accurately record in reasonable detail all transactions in accordance with the Companys policies and procedures, including, but not limited to, payments associated with gifts, meals, travel, lodging, entertainment, training and conferences. Covered Persons are required to create, and Franklin is required to maintain, complete and accurate books and records for all payments made or received by the Company. Generally, such records must be maintained for a minimum of six (6) years. There is no exception for de minimis payments, so these rules apply no matter how small the payment may be. |
Important Concepts |
What constitutes anything of value? The term anything of value includes anything that has a monetary value to the recipient, such as cash or a cash equivalent (e.g., cashiers check, money order, bearer bond, gift card, voucher, etc.), charitable donations, political contributions, gifts, meals, travel expenses, and entertainment. It also could include many things that may not immediately come to mind, such as a loan, a job offer for a GOs relative, or services. Who is a Government Official? The term Government Official means any official or employee of a government (federal, state, or local), including the United States and United Kingdom, or a department, agency, or instrumentality thereof, or of a public international |
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY organization (a term that includes, among other entities, the United Nations, the World Bank, and the World Health Organization1). It also includes employees, officers, or agents of any entity in which a government has substantial direct or indirect ownership or control, such as a sovereign wealth fund or any commercial enterprise in which there is a sufficient level of governmental ownership or control, including a joint venture where any party is government-controlled. In addition, immediate family members of such persons are included. Government Official also includes anyone acting in an official capacity for or on behalf of a government.
To the extent that the Company participates in a joint venture with any state-owned or controlled enterprise, the officers and employees of such joint venture company are considered GOs for purposes of this Policy. Covered Persons must exercise great care when interacting with such persons and should consult the Head of Regulatory and Operational Risk or Legal Director (or their respective designees) for additional guidance in advance to avoid any action that might be construed as a violation of this Policy or applicable law.
Note: The concept of who constitutes a GO is often broader than the definition of government or public official under local law. Thus, an individual may be a GO even if he or she does not have a government title or is not directly employed by a government agency. Determining whether a particular person is a GO can be a complex issue. If you are uncertain as to whether any individual with whom you have business contacts meets this definition, please contact the Regulatory and Operational Risk Department.
1 See Schedule A for additional details concerning public international organizations.
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Supplemental Requirements |
Monetary Thresholds: Gifts (to or from anyone); Hospitality for Government Officials Gifts. Covered Persons should be extremely cautious in receiving or providing any gift whatsoever in a business context as a gift may create an appearance of undue influence on those with whom the Company does or seeks to do business. Any such gifts must be limited to items of nominal value, such as, in the case of giving a gift, FT-branded items from Bens General Store or any EP branded gifts. Cash gifts or payments may never be accepted or provided (subject only to the narrow exception noted in Appendix A). Additionally, Covered Persons must familiarize themselves with Company policies, local standards and regulations prior to offering or accepting even a nominal gift, as it may violate local regulations. Even gifts purchased partly or entirely with your own money are covered by this Policy if they are given in a business contextthat is, to a person with whom you or the Company does business or hopes or expects to do business. Whenever giving or receiving a gift, you must consider the prohibitions and limits reflected in the Inducements Policy as well as any other related procedure or applicable regulatory requirement. Annual Gift Limit. No Covered Person may give or receive annually, to or from any other person, a gift or multiple gifts whose value exceeds $100 (or local currency equivalent). Hospitality. Reasonable and bona fide hospitality or other expenditures, such as travel, lodging, entertainment and meal expenses, involving clients and prospects is generally acceptable if directly related to the promotion, demonstration, or explanation of Franklins products or services. However, the purpose underlying such expenditures may never be to cause an individual to improperly perform his or her duties or to influence a GO by way of providing personal enrichment of such official or anyone associated with such official. Expenditures for the benefit of family members of clients, prospects or GOs or payment for such activities as side trips or visits to tourist attractions are prohibited, except where approved in writing by the Head of Regulatory and Operational Risk (or his designee). Special Approval. Any proposed expenses in excess of either of the below-stated thresholds (other than de minimis hospitality expenses not exceeding $50, once such threshold has been reached) must be approved in advance, in writing by the Head of Regulatory and Operational Risk or the Chief Operating Officer. Special Approvals are completed via Form A (See Schedule 7.) |
Annual Hospitality Threshold. No GO may be provided with more than $2,000 (or local currency equivalent) in hospitality (travel, lodging, entertainment and meals) annually, without the special prior approval described above.
Due Diligence/Conferences/Training Threshold. All client conferences and due
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY diligence and training meetings where Franklin intends to spend $10,000 or more, including travel, lodging, meals and entertainment, and where one or more GOs will be in attendance, must also receive the special prior approval described below.
Private Parties. Generally, meals, travel, entertainment, etc. provided, or proposed to be provided, to private parties who are not Government Officials (e.g., client conferences, due diligence meetings for fund distributors, etc. that do not include any GOs) are not subject to the special GO pre-approval and documentation requirements described above. However, such expenditures must comply fully with all other applicable procedures and local regulatory requirements (i.e., the Inducements Policy, Employee Handbook and Rules and Regulations of the Financial Industry Regulatory Authority) and must be approved and documented in accordance with the same.
Documenting Gifts, Meals, Travel, and Entertainment. The value of all gifts, meals, travel, lodging, entertainment and conferences (whether or not related to a GO) must be itemized and identified when submitting expense reports. In addition, when submitting any GO-related expense reports (including Forms A and/or B, as applicable) to this Policy, receipts and other supporting paperwork must be submitted in accordance with the EP Expenses Policy. All staff members are responsible for submitting completed Forms A and B and attesting to the accuracy of the information on the forms. It is imperative that all GO expenses are specifically identified in order to meet the recordkeeping requirements of the law.
Third Party Agents, Representatives, Consultants, Intermediaries, Introducers and Certain Vendors. Under the FCPA, the Bribery Act and many other applicable anti-corruption laws, the Company and Covered Persons may, in certain cases, be held liable for improper payments, gifts or other things of value given, promised, or offered by a third-party agent, representative, consultant or intermediary acting on behalf of a Franklin entity. For this reason, prior to engaging or contracting with 1) any person or entity engaged in soliciting new clients/business or retaining existing clients/business, or 2) any person or entity that is retained to seek or secure, on Franklins behalf, regulatory or government approvals, endorsements, permissions, permits, licenses or the like (collectively, Third Party Representatives), Covered Persons must contact the Head of Regulatory and Operational Risk for instructions on how to 1) conduct and document in writing an appropriate due diligence review of the Third-Party Representatives background, reputation and business capability; 2) provide for certain representations, warranties and covenants in the Companys agreement (which must be approved by the Legal Department) with such Third-Party Representative; and 3) deliver a copy of this Policy to such Third Party Representative.
Fund Distributors. A fund distributor will generally not be considered a Third-Party Representative for purposes of these procedures. However to the extent that any proposed new fund distribution agreement involves a distributor domiciled in a high-risk country as reflected in the Companys risk assessment, the above due diligence procedures may apply. Therefore, prior to engaging or contracting with any fund distributor domiciled in a high risk jurisdiction, Covered Persons should consult with the Head of Regulatory and Operational Risk (or his designee) and refer
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY to the current country risk matrix.
Mergers, Joint Ventures or Acquisitions. Before entering into any merger, joint venture or acquisition agreement, Covered Persons (in addition to following the Companys general M&A policies and procedures) must contact the Head of Regulatory and Operational Risk, conduct an appropriate due diligence review, including securing a completed an anti-corruption due diligence questionnaire (and undertaking any other appropriate due diligence) and obtain written confirmation of such review from the Head of Regulatory and Operational Risk. Such confirmation will be based on, among other criteria, confirmation that the merger, joint venture or acquisition counterparties represent that they have abided by, and agree to abide by, the FCPA, the Bribery Act, and any other potentially applicable anti-corruption laws and regulations, irrespective of whether those counterparties are subject to such laws as a jurisdictional matter, and agree to abide by this Policy.
Facilitating payments are not permitted. GOs sometimes request payments, gifts, or other things of value to expedite or facilitate routine, non-discretionary government actions (for example, obtaining utility service, obtaining electrical service, or processing certain paperwork). Such payments, called facilitating or grease payments, may in some situations be permissible under the FCPA. However, such payments are prohibited by the Bribery Act and, hence, are prohibited by this Policy. Accordingly, you must never offer or make such a payment. If you receive a request for such a payment, before responding (and before making any payments of this sort), you must contact the Head of Regulatory and Operational Risk (or his designee) in writing. He will review the matter and revert to you in writing.
Country-Specific Schedules. Each country in which the Company operates presents a unique combination of local laws, local customs and commercial circumstances. The Company may develop country- or region-specific schedules for gifts, meals, travel, or entertainment involving customers, business providers and Government Officials (Country Schedules). Country Schedules must be consistent with this Policy and applicable law, including the FCPA and the Bribery Act, and must be approved by the Director of Global Compliance or the Deputy General CounselInternational (or their designees).
Charitable and Political Contributions: No Company money or resources can be used to make charitable or political contributions to (or at the request of, or for the direct or indirect benefit of) any GO or related party except with the prior approval of the Head of Regulatory and Operational Risk. No such contribution can directly or indirectly confer a personal benefit to a GO or related party nor be perceived as an exchange for a favorable decision affecting Company business. Charitable and political contributions must comply with high ethical standards, Franklin policy, EP Policy and all applicable laws.
Hiring Decisions. Franklin has implemented a global procedure designed to ensure that proper controls are in place to prevent conflicts of interest or violations of this Policy that could occur in connection with the hiring of candidates associated with GOs.
| Preventative | | Company personnel must comply at all times with this Policy and all Related |
| Key Controls |
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Procedures and Related Regulatory Rules.
- All payments for gifts, meals, travel, entertainment, training, conferences, etc., whether for GOs or otherwise, must comply with all the requirements set forth in this Policy. In addition, any such expenditures relating to GOs must comply with the additional approval and recordkeeping requirements set forth in this Policy.
- Company personnel must obtain prior approval from his line manager and the Head of Regulatory and Operational Risk (or his designee) before providing any gift, meal, travel, lodging, entertainment, training, seminars, etc. to a GO in excess of the dollar limits set forth in this Policy. To determine whether prior approval is required staff should discuss the nature of the proposed expenditure for the GO with Regulatory and Operational Risk. Should they determine approval is required staff must complete Form A and return to Regulatory and Operational Risk.
- The Finance Department shall receive details of all meals, gifts, travel, lodging, training, conference and entertainment expenses, whether relating to GOs or otherwise through expense returns. All GO related expenses should be specifically identified on these reports and on Form B (see Schedule 8).
- The Policy contains a complete list of entities that qualify as public international organizations, which may be updated periodically by Legal and/or Global Compliance.
- Periodic training of appropriate Company personnel on these policies and procedures is required.
- The Policy may be supplemented by country- or region-specific schedules for gifts, meals, travel, or entertainment involving customers, business providers, and Government Officials as needed.
| Detective Key | | The Global Financial Operations Department will provide Global Compliance |
| Controls | and key business partners with periodic reports of expenses related to GOs and | |
| submitted pursuant to this Policy. Staff members who host GO activities and | ||
| events are responsible for reviewing the accuracy of the reports and making | ||
| timely and proper submissions of Forms B. |
- The Global Compliance Department, Internal Audit and/or the EP Regulatory and Operational Risk team shall perform periodic audits of expenditures that implicate this Policy.
- All Covered Persons must promptly report 1) any violation or suspected violation of this Policy that may involve the payment or receipt of a bribe or any impropriety in the handling or reporting of money or financial transactions, to the Head of Regulatory and Operational Risk or the Chief Operating Officer and the Companys General Counselor deputy General Counsel International; and 2) any other violation or suspected violation of this Policy to the Head of Regulatory and Operational Risk The Head of Regulatory and Operational Risk will pass any such reports on to the deputy General Counsel International or the Director of Global Compliance (or their respective designees).
| Corrective | | Certain incidental failures to comply with the Policy are not necessarily a |
| Key Controls | violation of the law. Such violations not resulting in a violation of law will be | |
| referred to the Director of Global Compliance and/or the Chief Compliance | ||
| Officer and/or the relevant management personnel. If warranted, disciplinary | ||
| action commensurate with the violation will be imposed. | ||
| | A pattern of violations that individually do not violate the law or the Policy, but | |
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY which taken together demonstrate a lack of respect for the Policy, may result in more significant disciplinary action, up to and including termination of employment.
- A violation of the Policy resulting in a violation of the law will be severely sanctioned, with disciplinary action potentially including termination of employment and/or referral of the matter to the appropriate regulatory or law enforcement agency for civil and/or criminal investigation or prosecution.
Edit Log
Initially effective as of: May 1st 2018
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Appendix A
Cash Cash - Special Exceptions for Korea and Japan
- Certain exceptions to the prohibition on cash gifts will be considered for Korea (weddings and funerals) and for Japan (funerals) depending on the specific facts and circumstances of the event. However, prior written approval from a Senior Leader and the Regional Chief Compliance Officer is required for any such cash gifts. The gift must be in compliance with the regulations set forth for Korea in Appendix E.
- All regular controls must be followed for any such cash exceptions, including the completion of Forms A (if applicable) and B.
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Appendix B
FORM A
PRIOR APPROVAL FORM FOR GOVERNMENT OFFICIAL GIFT, MEAL, TRAVEL, ENTERTAINMENT
OR SPECIAL EXCEPTION EXPENSES
Anti_Corruption_For
m_A_Template.docx
FORM B
CONFIRMATION FORM FOR GIFT, MEAL, TRAVEL, OR ENTERTAINMENT EXPENSES
PROVIDED TO GOVERNMENT OFFICIALS
(MUST BE SUBMITTED WITH RECEIPTS AND EXPENSE REPORT)
Anti Corruption Form
| B | Template.xls |
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Appendix C Designees
General corporate designations pursuant to the policy:
- Designee for Robert Rosselot/Director of Global Compliance is Robert Lim/U.S. Chief Compliance Officer
- Designee for Paul Elmlinger/ Deputy General Counsel International is Michelle Davila/Senior Associate General Counsel
Due to different corporate structures within Darby, the following designations have been made for purposes of escalation, review, and approval:
Darby
- Deputy General Counsel-International (or designee) shall refer to Darby's General Counsel, Jonathan Haddon.
- Director of Global Compliance (or designee) shall refer to Darby's Chief Compliance Officer, Ken White.
- Senior Leader (or his designee) shall refer to Richard H. Frank or his designees which include Jonathan Haddon and Jon Potokin.
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19. FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Appendix D Participation in the Public Bidding Process in Brazil
The Franklin Resources Inc., Anti-Corruption Policy (the Policy) is supplemented by this Appendix D in compliance with the Brazil Clean Companies Act (the Act). This Appendix applies to i) all entities within the Company that participate in the public bidding process in Brazil; and ii) all stages of the public bidding process, including the initial invitation to participate; the RFP (request for proposal) process; negotiation and execution of the investment management contract and the actual implementation of the investment contract itself.
The Company shall comply with the terms of the Act in connection with its public bidding participation to ensure that its participation is fair, competitive and free from corruption. In addition to the prohibitions and obligations set forth in the Policy, no Franklin Templeton Investment company shall provide anything of value to any individual or entity in order to gain an unfair advantage during a bidding process in Brazil.
To that end, the following activities are expressly prohibited:
| a. | committing fraud or hindering the competitive nature of a public request for bids, either directly or indirectly; |
| b. | preventing, hindering, or committing fraud with respect to, the public request for bid process; |
| c. | committing fraud with respect to a public request for bid[s] or a contract derived therefrom; |
| d. | fraudulently or improperly creating a legal entity in order to participate in a public request for bid[s] or to enter into an administrative contract; |
| e. | fraudulently obtaining an improper advantage or benefit, such as modifications or extensions in contracts entered into with the public administration, that is not authorized by law, the terms of the invitation to a public request for bid[s], or the respective contractual documents; and |
| f. | manipulating or committing fraud with respect to the economic and financial terms of the contracts entered into with the public administration in Brazil. |
Although not specifically defined by the Act, by way of example, an unfair advantage may include:
| 1. | postponement of deadlines; |
| 2. | exemptions from requirements not otherwise permitted by local law; |
| 3. | receipt of confidential information; and/or |
| 4. | re-negotiation of terms after the receipt of all sealed bids, contrary to bidding procedures. |
Covered Persons who become aware of a violation of this Appendix D shall immediately inform the Director of Global Compliance or his designee in writing setting forth the details of the violation. Questions relating to this Appendix D may be emailed to [email protected] or contact your local Brazilian Compliance or Legal Department.
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FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Appendix E- Addendum for Korea Anti-Corruption Law
The Franklin Resources Anti-Corruption Policy is supplemented by this Appendix in compliance with a new Korean Anti-Bribery legislation entitled Act on the Prohibition of Improper Solicitation and Provision/Receipt of Money and Valuables (Act) which was passed by the Korea National Assembly and went into effect in September 2016. This Appendix applies to all individuals within the Company engaging in business in Korea or with Korean individuals/entities.
The Act is expected to significantly impact business activities in Korea involving national and local governments, quasi-government institutions, public and private educational institutions, and media companies by: 1) expanding the definition of public/government officials and others subject to regulation; 2) prohibiting improper solicitations to public/government officials regardless of whether such improper solicitation is accompanied by an offer to pay or payment of money or a thing of value; 3) setting relatively low ceilings on gifts, entertainment or other valuables that can be provided to public/government officials under exceptional situations stipulated under the Act; and 4) extending the prohibition relating to gifts, entertainment or other valuables to the spouses of public/government officials if offered or provided in connection with the public/government official's duties.
Below we set forth some of the specifics where there are differences between the Franklin Resources Anti-Corruption Policy and the Act. Franklin employees who engage in business in Korea and/or with Korean public/government officials globally will need to comply with the more restrictive practices required by the Act.
The Act expands the definition of public/government official. In addition to those individuals who are considered government officials under the Franklin Resources Anti-Corruption Policy, the Act also deems the employees of private schools and kindergartens, members of the media which are registered under relevant Korean laws, and 3civilians who perform public functions according to relevant Korean laws3 to be public/government officials.
The Act prohibits improper solicitations to public/government officials. This provision establishes an expansive definition of prohibited and culpable conduct. Unlike the FCPA and other similar Anti-Corruption laws, the Act prohibits giving money or anything of value to public/government officials above certain thresholds, even if there is no improper solicitation or corrupt purpose.
There are specific monetary thresholds that are set forth in the Act. The Act imposes criminal liability on giving to a public/government official, and a public/government official receiving, money or other benefits exceeding KRW1 million (approximately US$900) in a single occasion, or exceeding an aggregate KRW3 million (approximately US$2,700) in a one-year period, regardless of a link to the public official's duties. These are hard limits that cannot be exceeded. The prohibition is extended to a public/government official's spouse if there is a link to the public/government official's duties. It is important to note that the Franklin Resources Anti-Corruption Policy requirement to obtain approval to spend more than $2,000 per year on a GO still applies to a Korean GO, however, regardless of the approval the aggregate annual spend per year cannot exceed the KRW3 million permitted under the Act. Additionally, there are stricter thresholds that apply to certain specific activities:
KRW30,000 (approximately US$27) for food and drink per occurrence
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| FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY | |
| o | This threshold is applicable only in cases where the activities are needed to smoothly perform the duties or permitted by social rules. Otherwise, this threshold is not available. |
| o | the amount spent will not be included in the annual aggregate KRW3 million cap |
KRW50,000 (approximately US$45) for gifts o This threshold is applicable only in cases where the activities are needed to smoothly perform the duties or permitted by social rules. Otherwise, this threshold is not available. o This limitation has an exception for Agricultural/Fishery Products by permitting up to a limit of KRW 100,000. o The amount spent will not be included in the annual aggregate KRW3 million cap
KRW50,000 (approximately US$45) for weddings and funerals. o You must adhere to the monetary threshold per occasion. o Note that the offering of flowers as form of condolence or congratulatory gift is subject to a limit of KRW 100,000 o The amount spent will not be included in the annual aggregate KRW3 million cap.
With respect to the RFP Season Franklin Templeton employees are prohibited from providing any gifts
or entertainment to a Korean public/government officials.
With respect to Franklin Templeton sponsored ICP/Due Diligence events and extended trainings pursuant to an investment management agreement where the per occurrence monetary threshold is exceeded, the Act will prohibit Franklin Templeton employees from hosting Korean public/government officials at these events unless airfare/accommodations incurred by the public/government officials is paid for by the public/government officials.
While the Franklin Resources Anti-Corruption Policy is a global policy, it is also imperative that we comply with local laws and regulations in the jurisdictions in which we conduct business, hence it is important for those conducting business in Korea or with Korean government officials to adhere to the more restrictive of the requirements/thresholds set forth in the body of this Policy or in this Appendix.
Questions relating to this Appendix D may be emailed to [email protected] or contact your local Korea Compliance or Legal Department.
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FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Appendix F Addendum for Mexico Anti-Corruption Laws
The Franklin Resources Inc., Anti-Corruption Policy (the Policy) is supplemented by this Appendix F in order to comply with certain provisions of Mexican law, as described below.
Capitalized terms used but not otherwise defined in this Appendix F shall have the meanings ascribed to the same in the Policy.
This Appendix F supplements, but not amends nor restates, the Policy. Accordingly, the Policy should be observed in its entirety in the Mexico operations of the Company as supplemented by the provisions hereof.
1. Mexican Legal Framework
The General Administrative Liabilities Act (Ley General de Responsabilidades Administrativas or the Mexican Anticorruption Law), approved by the Mexican Congress on July 18, 2016; the Federal Criminal Code (Código Penal Federal) and the criminal codes and anticorruption laws of the 31 States and Mexico City, comprising the Mexican Republic, contain rules that make it illegal to give or offer anything of value to a Government Official in exchange for an undue advantage, that may require that such Government Official to do or refrain from doing something.
Under Mexican law, liability may be imposed on private parties (including legal entities or corporations) engaged in corrupt acts, thus resulting in criminal liability (that is prison, in the case of individuals), fines, prohibition from participation in a public procurement process and the payment of the damages if the corrupt acts are made on behalf of or for the benefit of such entity. Therefore, the Company and the Covered Persons shall comply with the following prohibitions and restrictions: a. Facilitating Payments Facilitating payments are not permissible in the Mexican operations of the Company. b. Hiring Former Government Officials Private parties may incur in liability under the Mexican Anticorruption Law if i) they hire or engage persons who served as public officers within the immediately preceding year and ii) such persons use material non-public information obtained in the performance of their duties as public officers to obtain a competitive advantage. This conduct is called misappropriation of non-public information.
In order to avoid incurring liability while engaging a person who served as a Government Official, the Company must take appropriate measures to identify candidates that served as public officers within the immediately preceding year. These measures include, but are not limited to the following:
| (i) | clarify whether the individuals position at the Company would be significantly different to the one he/she had in public office; |
| (ii) | determine the connection between the Company and the public office where the individual served and the kind of tasks that he/she had while in office; |
| (iii) | determine the individuals access to non-public information while in office and potential conflicts of interest. |
| c. | Gifts to Government Officials |
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FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Making gifts to Government Officials is not illegal as long as no quid pro quo exists (i.e., provided that such gift is not given in exchange for something). Government Officials, however, are statutorily required to declare such gifts and turn them over to an office within the government that is responsible for managing and selling the property received. Therefore, even though the Annual Gift Limit is not surpassed, Covered Persons shall ensure that any particular gift is not considered as a bribe; in other words, the gift should not be understood as being offered to influence the Government Official to do something, or refrain from doing something within his/her power, or to use his/her influence on another public officer, with the purpose of obtaining an illegal advantage or benefit.
In all instances, gifts should be of nominal value and within the limits set forth in the Policy. Also, please note that certain Mexican government agencies may have internal directives requiring that all officers turn down gifts. d. Participation in public tenders The Mexican Anticorruption Law, as well as the competition laws and the Federal Criminal Code punish collusion in public tenders. Collusion occurs when a company, either directly or through intermediaries, agrees to enter into or enters into an understanding with other private parties to obtain an illegal advantage or benefit in a public tender process, or if it engages in arrangements with competitors if the same result in harm to the public finance. In order to avoid such situation, Covered Persons must avoid:
- Discussing (especially with competitors) the participation or positions of the Company in public tenders with any person outside of the Company;
- Accepting any kind of offer by a competitor in connection with the participation (or the decision not to participate) of the Company in a tender offer;
- Agreeing, in any way, to the terms of the participation of the Company in a public bid with any person.
In addition to the provisions of the Mexican Anticorruption Law and the Criminal Law, please note that sharing information with competitors, as well as manipulating a tender offer is a punishable conduct pursuant to the Mexican Federal Competition Act which may result in significant fines and even criminal liability.
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FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
SCHEDULE A
LIST OF PUBLIC INTERNATIONAL ORGANIZATIONS
REVISED 6/7/17
African Development Bank, Ex. Ord. No. 12403, Feb. 8, 1983, 48 F.R. 6087 African Development Fund, Ex. Ord. No. 11977, Mar. 14, 1977, 42 F.R. 14671 African Union, Ex. Ord. No. 13377, Apr. 13, 2005, 70 F.R. 20263 Asian Development Bank, Ex. Ord. No. 11334, Mar. 7, 1967, 32 F.R. 3933
Border Environment Cooperation Commission, Ex. Ord. No. 12904, Mar. 16, 1994, 59 F.R. 13179 Caribbean Organization, Ex. Ord. No. 10983, Dec. 30, 1961, 27 F.R. 32 Commission for Environmental Cooperation, Ex. Ord. No. 12904, Mar. 16, 1994, 59 F.R. 13179 Commission for Labor Cooperation, Ex. Ord. No. 12904, Mar. 16, 1994, 59 F.R. 13179 Commission for the Study of Alternatives to the Panama Canal, Ex. Ord. No. 12567, Oct. 2, 1986, 51 F.R. 35495 Council of Europe in Respect of the Group of States Against Corruption (GRECO), Ex. Ord. No. 13240, Dec. 18, 2001, 66 F.R. 66257 Customs Cooperation Council, Ex. Ord. No. 11596, June 5, 1971, 36 F.R. 11079 European Bank for Reconstruction and Development, Ex. Ord. No. 12766, June 18, 1991, 56 F.R. 28463 European Central Bank, Ex. Ord. No. 13307, May 29, 2003, 68 F.R. 33338 European Police Office (Europol), Ex. Ord. No. 13259, Mar. 19, 2002, 67 F.R. 13239 European Space Agency, Ex. Ord. No. 11318, Dec. 5, 1966, 31 F.R. 15307; Ex. Ord. No. 11351, May 22, 1967, 32 F.R. 7561; Ex. Ord. No. 11760, Jan. 17, 1974, 39 F.R. 2343; Ex. Ord. No. 12766, June 18, 1991, 56 F.R. 28463 European Union, including the European Communities (the European Community, the European Coal & Steel Community, and the European Atomic Energy Community); institutions of the European Union, such as the European Commission, the Council of the European Union, the European Parliament, the European Court of Justice, the European Court of Auditors, the Economic and Social Committee, the Committee of the Regions, the European Central Bank, and the European Investment Bank, Ex. Ord. No. 13259, Mar. 19, 2002, 67 F.R. 13239 Food and Agriculture Organization, Ex. Ord. No. 9698, Feb. 19, 1946, 11 F.R. 1809 Global Fund to Fight AIDS, Tuberculosis and Malaria, Ex. Ord. No. 13395, Jan. 13, 2006, 71 F.R. 3203 Great Lakes Fishery Commission, Ex. Ord. No. 11059, Oct. 23, 1962, 27 F.R. 10405 Hong Kong Economic and Trade Offices, Ex. Ord. No. 13052, June 30, 1997, 62 F.R. 35659 Inter-American Defense Board, Ex. Ord. No. 10228, Mar. 26, 1951, 16 F.R. 2676 Inter-American Development Bank, Ex. Ord. No. 10873, Apr. 8, 1960, 25 F.R. 3097; Ex. Ord. No. 11019, Apr. 27, 1962, 27 F.R. 4145 Inter-American Institute of Agricultural Sciences, Ex. Ord. No. 9751, July 11, 1946, 11 F.R. 7713 Inter-American Investment Corporation, Ex. Ord. No. 12567, Oct. 2, 1986, 51 F.R. 35495 Inter-American Statistical Institute, Ex. Ord. No. 9751, July 11, 1946, 11 F.R. 7713 Inter-American Tropical Tuna Commission, Ex. Ord. No. 11059, Oct. 23, 1962, 27 F.R. 10405 Intergovernmental Maritime Consultative Organization, Ex. Ord. No. 10795, Dec. 13, 1958, 23 F.R. 9709 International Atomic Energy Agency, Ex. Ord. No. 10727, Aug. 31, 1957, 22 F.R. 7099
International Bank for Reconstruction and Development, Ex. Ord. No. 9751, July 11, 1946, 11 F.R. 7713
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FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
International Boundary and Water Commission, United States and Mexico, Ex. Ord. No. 12467, Mar. 2, 1984, 49 F.R. 8229 International Centre for Settlement of Investment Disputes, Ex. Ord. No. 11966, Jan. 19, 1977, 42 F.R. 4331 International Civil Aviation Organization, Ex. Ord. No. 9863, May 31, 1947, 12 F.R. 3559 International Civilian Office in Kosovo, Ex. Ord. No. 13568, Mar. 8, 2011, 76 F.R. 13497 International Coffee Organization, Ex. Ord. No. 11225, May 22, 1965, 30 F.R. 7093 International Committee of the Red Cross, Ex. Ord. No. 12643, June 23, 1988, 53 F.R. 24247 International Cotton Advisory Committee, Ex. Ord. No. 9911, Dec. 19, 1947, 12 F.R. 8719 International Cotton Institute, Ex. Ord. No. 11283, May 27, 1966, 31 F.R. 7667 International Criminal Police Organization (INTERPOL) (limited privileges), Ex. Ord. No. 12425, June 16, 1983, 48 F.R. 28069; Ex. Ord. No. 12971, Sept. 15, 1995, 60 F.R. 48617; Ex. Ord. No. 13524, Dec. 16, 2009, 74 F.R. 67803 International Development Association, Ex. Ord. No. 11966, Jan. 19, 1977, 42 F.R. 4331 International Development Law Institute, Ex. Ord. No. 12842, Mar. 29, 1993, 58 F.R. 17081 International Fertilizer Development Center, Ex. Ord. No. 11977, Mar. 14, 1977, 42 F.R. 14671 International Finance Corporation, Ex. Ord. No. 10680, Oct. 2, 1956, 21 F.R. 7647 International Food Policy Research Institute (limited privileges), Ex. Ord. No. 12359, Apr. 22, 1982, 47 F.R. 17791 International Fund for Agricultural Development, Ex. Ord. No. 12732, Oct. 31, 1990, 55 F.R. 46489 International Hydrographic Bureau, Ex. Ord. No. 10769, May 29, 1958, 23 F.R. 3801 International Joint CommissionUnited States and Canada, Ex. Ord. No. 9972, June 25, 1948, 13 F.R. 3573 International Labor Organization, Ex. Ord. No. 9698, Feb. 19, 1946, 11 F.R. 1809 International Maritime Satellite Organization, Ex. Ord. No. 12238, Sept. 12, 1980, 45 F.R. 60877 International Monetary Fund, Ex. Ord. No. 9751, July 11, 1946, 11 F.R. 7713 International Organization for Migration (formerly Provisional Intergovernmental Committee for the Movement of Migrants from Europe and Intergovernmental Committee for European Migration), Ex. Ord. No. 10335, Mar. 28, 1952, 17 F.R. 2741 International Pacific Halibut Commission, Ex. Ord. No. 11059, Oct. 23, 1962, 27 F.R. 10405 International Renewable Energy Agency, Ex. Ord. No. 13705, Sep. 3, 2015, 80 F.R. 54403 International Secretariat for Volunteer Service, Ex. Ord. No. 11363, July 20, 1967, 32 F.R. 10779 International Telecommunication Union, Ex. Ord. No. 9863, May 31, 1947, 12 F.R. 3559 International Telecommunications Satellite Organization (INTELSAT), Ex. Ord. No. 11718, May 14, 1973, 38 F.R. 12797; Ex. Ord. No. 11966, Jan. 19, 1977, 42 F.R. 4331 International Union for Conservation of Nature and Natural Resources, Ex. Ord. No. 12986, Jan. 18, 1996, 61 F.R. 1693 International Wheat Advisory Committee (International Wheat Council), Ex. Ord. No. 9823, Jan. 24, 1947, 12 F.R. 551 Interparliamentary Union, Ex. Ord. No. 13097, Aug. 7, 1998, 63 F.R. 43065 Israel-United States Binational Industrial Research and Development Foundation, Ex. Ord. No. 12956, Mar. 13, 1995, 60 F.R. 14199
ITER International Fusion Energy Organization, Ex. Ord. No. 13451, Nov, 19, 2007, 72 F.R. 65653
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FRANKLIN RESOURCES, INC. ANTI-CORRUPTION POLICY
Korean Peninsula Energy Development Organization, Ex. Ord. No. 12997, Apr. 1, 1996, 61 F.R. 14949 Multilateral Investment Guarantee Agency, Ex. Ord. No. 12647, Aug. 2, 1988, 53 F.R. 29323 Multinational Force and Observers, Ex. Ord. No. 12359, Apr. 22, 1982, 47 F.R. 17791 North American Development Bank, Ex. Ord. No. 12904, Mar. 16, 1994, 59 F.R. 13179 North Pacific Anadromous Fish Commission, Ex. Ord. No. 12895, Jan. 26, 1994, 59 F.R. 4239 North Pacific Marine Science Organization, Ex. Ord. No. 12894, Jan. 26, 1994, 59 F.R. 4237 Office of the High Representative in Bosnia and Herzegovina, Ex. Ord. No. 13568, Mar. 8, 2011, 76 F.R. 13497 Organization for Economic Cooperation and Development (formerly the Organization for European Economic Cooperation), Ex. Ord. No. 10133, June 27, 1950, 15 F.R. 4159 Organization for the Prohibition of Chemical Weapons, Ex. Ord. No. 13049, June 11, 1997, 62 F.R. 32471 Organization of American States (includes Pan American Union), Ex. Ord. No. 10533, June 3, 1954, 19 F.R. 3289 Organization of Eastern Caribbean States, Ex. Ord. No. 12669, Feb. 20, 1989, 54 F.R. 7753 Pacific Salmon Commission, Ex. Ord. No. 12567, Oct. 2, 1986, 51 F.R. 35495 Pan American Health Organization (including Pan American Sanitary Bureau), Ex. Ord. No. 10864, Feb. 18, 1960, 25 F.R. 1507 Preparatory Commission of the International Atomic Energy Agency, Ex. Ord. No. 10727, Aug. 31, 1957, 22 F.R. 7099 South Pacific Commission, Ex. Ord. No. 10086, Nov, 25, 1949, 14 F.R. 7147 United International Bureau for the Protection of Intellectual Property (BIRPI), Ex. Ord. No. 11484, Sept. 29, 1969, 34 F.R. 15337 United Nations, Ex. Ord. No. 9698, Feb. 19, 1946, 11 F.R. 1809 United Nations Educational, Scientific, and Cultural Organization, Ex. Ord. No. 9863, May 31, 1947, 12 F.R. 3559 United Nations Industrial Development Organization, Ex. Ord. No. 12628, Mar. 8, 1988, 53 F.R. 7725 United States-Mexico Border Health Commission, Ex. Ord. No. 13367, Dec. 21, 2004, 69 F.R. 77605 Universal Postal Union, Ex. Ord. No. 10727, Aug. 31, 1957, 22 F.R. 7099 World Bank (see International Bank for Reconstruction and Development) World Health Organization, Ex. Ord. No. 10025, Dec. 30, 1948, 13 F.R. 9361 World Intellectual Property Organization, Ex. Ord. No. 11866, June 18, 1975, 40 F.R. 26015 World Meteorological Organization, Ex. Ord. No. 10676, Sept. 1, 1956, 21 F.R. 6625 World Organisation for Animal Health, Ex Ord. No. 13759, Jan. 12, 2017, 82 F.R. 5323 World Tourism Organization, Ex. Ord. No. 12508, Mar. 22, 1985, 50 F.R. 11837 World Trade Organization, Ex. Ord. No. 13042, Apr. 9, 1997, 62 F.R. 18017
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20. Whistleblowing
Whistleblowing
The FCA believes that Whistleblowers play an important role in exposing poor practice in firms and that they have contributed intelligence crucial to action taken against firms and individuals. The FCAs rules aim to encourage a culture where individuals feel able to raise concerns and challenge poor practice and behaviour. Edinburgh Partners takes the reporting of concerns or suspicions seriously.
Individuals may be reluctant to speak out about wrongdoing for fear of suffering personally as a consequence. As a result EPL has adopted the following procedures to deal with Whistleblowers.
Ordinarily breaches of regulations or internal policies are dealt with through the firms Incident Management Process, however this relies on the incident being identified and reported. Any member of staff who knows or suspects a rule or policy has been breached and not reported through this channel may report it in accordance with this policy. In addition, any of the items set out in the section on Public Interest Disclosure Act below may also be reported in this manner.
Ordinarily, in the first instance, staff should report their suspicions to their line manager or the Head of Regulatory and Operational Risk. Where this happens, the line manager should ensure the staff members suspicions are investigated and the results fed back to the staff member and the Regulatory and Operational Risk team. The Head of Regulatory and Operational Risk will ensure that the whistleblowing is recorded in line with the incident response plan. The fact that a suspicion has been raised should not be disclosed to a wider audience than is necessary. However there may be instances where this would not be appropriate or the member of staff would not feel comfortable raising it in this way. As a result staff may raise suspicions directly with the Head of Regulatory and Operational Risk or with a Director. The suspicion can be raised through any communication method and confidentiality will be maintained where possible.
Staff may also convey any concerns about EP or the wider Franklin group that they believe might implicate matters of ethics or questionable practices to the Franklin Ombudsman. Such concerns may be conveyed to the Ombudsman by email or telephone. No staff member shall have access to any reports or communications of the Ombudsman, unless provided on the authority of the applicable Audit Committee or Ombudsman.
Where suspicions are raised staff should feel comfortable that they will be looked into and escalated as appropriate and that confidentiality will be maintained. Staff should also take comfort from the fact that neither the firm nor any person working for it will victimise a Whistleblower in any way.
A member of staff is also able to blow the whistle directly to the FCA, without reporting internally. Alternatively, a disclosure can also be made through the charity Public Concern at Work http://www.pcaw.org.uk if the staff member would feel more comfortable using this route.
The Regulatory and Operational Risk department will maintain a record of any reports made to it and will maintain these procedures and make them available to all staff via the firms Intranet. In addition the Regulatory and Operational Risk department will provide a report to the Board of EPL on the operation and effectiveness of these procedures.
Public Interest Disclosure Act 1998 (PIDA)
PIDA applies to EP in so far as EP may not preclude any individual employed by the firm from making a protected disclosure i.e. blowing the whistle.
A protected disclosure under PIDA is
| (a) | a qualifying disclosure |
| (b) | a qualifying disclosure is one made in good faith, of information which in the reasonable belief of the individual making the disclosure, tends to show that one or more of the following has been, is being or is likely to be, committed; |
| (i) | a criminal offence, |
| (ii) | a failure to comply with any legal obligation, |
| (iii) | a miscarriage of justice, |
| (iv) | the putting of the health and safety of any individual in danger, |
| (v) | damage to the environment, |
| (vi) | deliberate concealment relating to (i) to (v) above. |
It is important to note that malicious or false allegations will be subject to disciplinary proceedings within EP.
21. FRANKLIN RESOURCES, INC.
TRADINGBLACKOUT POLICY
As Approved December 11, 2012
Overview and Purpose
This Trading Blackout Policy (this Policy) has been adopted by the Board of Directors (Board) of Franklin Resources, Inc. (the Company) and addresses the implementation of trading blackout periods (as described below) in the Companys securities (including, common stock, debt, options and other related derivative securities) for officers, directors and other designated employees.
Covered Persons
This Policy is applicable to all designated executive officers, directors, employees and temporary employees of the Company and its subsidiaries and affiliates (each, a Covered Person). The Company shall maintain a list of Covered Persons subject to this Policy. Covered Persons shall receive a notice that they are subject to this Policy when they are added to the list. Covered Persons shall receive reminder notices via email at the beginning and end of all blackout periods.
Covered Accounts and Transactions
The following types of accounts and transactions are covered by this Policy:
- Direct or Indirect Beneficial Ownership. This Policy covers securities accounts and transactions in which a Covered Person has a direct or indirect beneficial ownership interest. A Covered Person is deemed have beneficial ownership of a security if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect economic interest in the security. There is a presumption that a Covered Person has an economic interest in Company securities held or acquired by an immediate family member sharing the same household. Therefore, a transaction in Company securities by or for the account of a Covered Persons immediate family member sharing the same household is treated as though the transaction was conducted by the Covered Person. A persons immediate family member includes such persons spouse, parents, children, siblings, stepparents, stepchildren, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.
- Economic Interest and Investment Control. This Policy covers transactions for an account in which a Covered Person has an economic interest and has or shares investment control. For example, if a Covered Person invests in a corporation that invests in Company securities and the Covered Person has or shares control over that corporations investments, that corporations transactions in Company securities would generally be treated as though they were conducted by the Covered Person.
- Control. This Policy covers transactions by immediate family members not sharing the same household as a Covered Person, but whose transactions in Company securities are directed by the Covered Person or subject to the Covered Persons influence or control (such as parents or children who consult the Covered Person before trading). This Policy
also covers transactions where a Covered Person does not have an economic interest (for example, the Company securities are held by a partnership, corporation, trust or similar entity), but the Covered Person either has control of such entity, or has or shares control over investment decisions of the entity. For example, a transaction of a trust or foundation of which a Covered Person is the trustee in which the Covered Person does not have an economic interest (i.e., the Covered Person is not the settlor or beneficiary) is treated as though the transaction was conducted by the Covered Person if the Covered Person had voting or investment control of the trusts assets or had or shared control over the trusts investments at the time of the transaction.
Blackout Periods
Quarterly Earnings Blackout Periods. Unless otherwise specified herein, for a period commencing approximately seven (7) calendar days before the end of each fiscal quarter and ending on the second (2nd) trading day after the announcement of earnings for the quarter (the Quarterly Blackout Period), no trading will be permitted in the Companys securities by any Covered Person. If public disclosure occurs on a trading day during the period when the markets are open, then such date of disclosure shall not be considered the first trading day with respect to such public disclosure. A Quarterly Blackout Period may be expanded from time to time as may be determined by the Companys Legal Department.
Other Potentially Material Information. On occasion, the Company may issue potentially material information by means of a press release, filing with the Securities and Exchange Commission (the SEC), posting on its website or other means designated to achieve widespread dissemination of information. Covered Persons should anticipate that trading may be blacked out while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market. Persons subject to such blackout periods will be notified when these periods are instituted and terminated.
Event-Specific Blackout Periods. The Company reserves the right to impose trading blackout periods from time to time when, in the judgment of the Company, a blackout period is warranted. A blackout period may be imposed for any reason, including the Companys involvement in a material transaction or the anticipated issuance of material public announcements. The existence of an event-specific blackout period may not be announced, or may be announced only to those who are aware of the transaction or event giving rise to the event-specific blackout period. Persons made aware of the existence of an event-specific blackout period should not disclose the existence of such blackout period to any other person. Persons subject to event-specific blackout periods will be notified when these periods are instituted and terminated.
Transactions
Prohibited Transactions. The following is a nonexclusive list of transactions involving Company securities that are prohibited by this Policy during a blackout period, unless otherwise specified:
- Buying or selling Company securities in the open market or through a broker.
- Exercise of stock options where all or a portion of the acquired stock is sold during the blackout period. This includes any sale of stock as part of a broker-assisted cashless exercise of an option, including a sale for the purpose of generating the cash needed to pay the exercise price of an option. Accordingly, Covered Persons are responsible for
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paying the exercise price payable in connection with such exercise, and any and all taxes recognized upon exercise, from their own funds.
- Switching existing balances into or out of the Companys 401(k) Retirement Plan or other benefit plans or changing salary deferral or investment elections, with respect to Company securities.
- Selling Company stock purchased pursuant to the Companys benefit plans and making elections to participate in the Companys benefit plans for any enrollment period. For example, a Covered Person may not elect to participate in a plan or withdraw from a plan if such Covered Person is otherwise prohibited from trading in the Companys securities.
Hardship Exception
Specific exceptions may be made, with proper pre-approval, for a Covered Person who has an unexpected and urgent need to sell Company securities in order to generate cash if such individual does not possess material nonpublic information (as defined in the Edinburgh Partners Personal Account Dealing Policy), and the exception would not otherwise contravene the law or the purposes of this Policy. All hardship requests must be made in writing to and may only be granted by the EP Head of Regulatory and Operational Risk and must specify the circumstances of the hardship and the amount and nature of the proposed trade. In addition, the Covered Person seeking the exception must certify in writing that he or she is not aware of material nonpublic information concerning the Company. Approval for a proposed hardship transaction will remain valid until the close of the business day following the day pre-clearance is granted, but may be extended, shortened or rescinded depending on the circumstances. Hardship exceptions are expected to be granted infrequently.
Permitted Transactions. The following is a nonexclusive list of transactions that do not fall under the coverage of this Policy and are therefore permissible and do not require pre-approval even during blackout periods:
- Transactions pursuant to a pre-approved, written trading plan or arrangements complying with Rule 10b5-1(c) under the Securities and Exchange Act of 1934, as amended, provided that such plans may not be entered into, amended or modified during a blackout period.
- Sales of common stock to the Company to pay taxes due in connection with the vesting of restricted stock and restricted stock unit awards, provided that such sales are reported to the Companys Audit Committee.
- Exercise of stock options where no Company stock is sold in the market to fund the option exercise and where all exercised shares continue to be held by the option holder.
- Making regular contributions to the Companys 401(k) plan or other benefit plans pursuant to elections made at the time of enrollment in the plans.
- Gifts of Company stock to charitable organizations or family members, provided that no consideration is received from the recipient and there is no reason to believe that the recipient intends to sell the securities during the current blackout period.
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If you are uncertain whether a particular transaction is permitted under this Policy, please contact the EP Head of Regulatory and Operational Risk.
Company-Imposed Sanctions
The failure to comply with this Policy may subject Covered Persons to Company-imposed sanctions, including dismissal for cause, whether or not the failure to comply results in a violation of law.
Personal Account Dealing Policy
EVEN AT TIMES THAT DO NOT FALL WITHIN ANY SPECIFIED BLACKOUT PERIOD, ANY PERSON POSSESSING MATERIAL NONPUBLIC INFORMATION CONCERNING THE COMPANY SHOULD NOT ENGAGE IN ANY TRANSACTIONS IN COMPANY SECURITIES. ALL DIRECTORS AND EMPLOYEES ARE SUBJECT TO THE EP PERSONAL ACCOUNT DEALING POLICYAND PROCEDURES, AND CODE OF ETHICS,WHICH AMONG OTHER THINGS, PROHIBIT TRADING IN COMPANY SECURITIES WHEN IN POSSESSION OF MATERIAL NONPUBLIC INFORMATION.
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22. Personal Account Dealing
Introduction
These Personal Account dealing rules (PA dealing) are designed to meet the requirements of our regulators, including the Financial Conduct Authority, the Canadian Provincial regulatory authorities and also to meet the requirements of Rule 204A-1 of the Advisers Act requiring all investment advisers to have a Code of Ethics for all Access Persons relating to their personal account dealings. Any violation of these rules must be reported to the Head of Regulatory and Operational Risk promptly.
The Regulatory and Operational Risk department will provide staff with a copy of this policy and any amendments to it. Staff are required to provide written acknowledgement of receipt of the policy to Regulatory and Operational Risk. This can be provided by email.
EP's priority is to ensure that the interests of clients are placed first and that clients will not be disadvantaged by PA Dealing. All staff must ensure that PA Dealing activities do not distract them from their day-to-day responsibilities to our clients.
All PA deals must be pre-cleared by the Head of Regulatory and Operational Risk or their delegate in accordance with these procedures by completing the required form which can be found on the intranet.
These procedures may be waived or amended in individual cases where the Head of Regulatory and Operational Risk decides that it would be appropriate to do so in the circumstances (e.g. where a sale of securities is required to alleviate financial hardship). In deciding whether circumstances justify any waiver or special treatment the Head of Regulatory and Operational Risk may require written information and may consult with the Directors.
PA deals include all transactions in securities, quoted or unquoted, options to purchase or sell or other instruments by:
- EP employees, whether for their own account or for another party;
- Any connected person of an EP employee, this would normally include spouse or partner, dependent children and other family members living in the same household: and
- Any person over whom the EP employee has an effective influence in making the dealing decision.
Inside Information
If any person in EP has material, non-public price-sensitive information on any listed security, that person will be an Insider in relation to that security. There is also a danger that EP as a whole will be an Insider, unless the information is ring-fenced. Securities
cannot be added to the Buy List while EP is an Insider and securities held in portfolios cannot be traded if EP subsequently becomes an Insider. This may disadvantage clients and you should therefore avoid becoming an Insider to the extent reasonably possible. Any person in EP who acquires such information must:
- notify the Head of Regulatory and Operational Risk by email immediately; and
- not disclose the inside information to any other person.
The Head of Regulatory and Operational Risk will decide in each case whether inside information can safely be ring-fenced to allow client and/or PA dealings to continue.
If you are in any doubt about whether you are an Insider or could be made one, you should consult the Head of Regulatory and Operational Risk.
Prohibited transactions
Staff will not normally be permitted to deal in:
- any security where EP is an insider in the relevant security;
- any transaction which would be prohibited under the market abuse regime;
- any transaction which involves the misuse or improper disclosure of confidential information relating to clients;
- any transaction in securities where there are open client orders in the same security;
- transactions in securities which the Head of Regulatory and Operational Risk believes are actively under consideration and that a client order is anticipated;
- any transaction which conflicts with a regulatory obligation we owe to our clients;
- sales of securities by Access Persons which have been held for less than 60 days;
- a security issued by an investment trust or company managed by EP and the proposed transaction is in a closed period (generally between the end of a financial reporting period and the announcement of results).
- securities which are the subject of privatisation or new issue in which EP is planning to apply on behalf of clients
- any hedging strategy, the purpose of which is to hedge the risk of any downward adjustment in the staff members bonus or total remuneration under the firms Remuneration Policy.
Staff should not use any knowledge of client transactions to influence their own trading activity. As such, transactions in close time proximity to client orders should be avoided.
PA dealing restrictions do not apply to:
- Transactions in open-ended funds (other than reportable funds) or open-ended collective investment schemes such as unit trusts and OEICs, or unit-linked insurance contracts via regular savings plans, with the exception of in house OEICs which should be dealt in accordance with these personal dealing rules and also with
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the exception of those open ended collective investment schemes which are Reportable Funds for US regulatory purposes.
- Unlisted securities (please refer to section entitled Clearance below).
- Purchases of closed-ended funds, such as investment trusts, through regular savings plans, ISAs or SIPPs, provided permission has been granted to set up the plan before the first purchase is made.
- Transactions in securities held in accounts over which the access person has no direct or indirect influence of control.
Reportable Funds for US purposes means the following:
- Any fund for which EP serves as an investment advisory or
- Any fund for whose investment advisory or principal underwriter controls EP, is controlled by EP or is under common control with EP.
Clearance
PA deals should be entered on the PA Dealing Form (this form can be found on the intranet within the regulatory section), signed and given to the Head of Regulatory and Operational Risk. The form includes a declaration that the security is not restricted under these procedures. The Chief Compliance Officer will return the form to advise whether permission is granted or denied. No dealing should be instructed until permission has been granted. Transactions in unlisted securities do not need to be pre-cleared providing there is no conflict of interest arising from the transaction.
The fact that a proposed transaction received pre-clearance is not a defence against a charge of violating this policy or any related laws and regulations.
If in doubt, consult with Regulatory and Operational Risk.
Dealing and Recording
Permission to deal is valid for orders placed with a broker within 24 hours (7 days for illiquid securities). Permission for limit orders should be obtained in the usual way and will remain valid for 7 days. After expiry, permission must be requested again in order to deal.
On effecting PA deals, EP employees must:
- advise the broker that they are employed by a regulated (FCA) firm;
- not accept any credit or special dealing facilities in connection with the transaction;
- require the broker to send a copy contract note to the Head of Regulatory and Operational Risk;
- report the transaction directly to the EP Head of Regulatory and Operational Risk by returning the original PA Dealing Form on which approval was granted; the Regulatory and Operational Risk team will match this against the copy contract note.
The Regulatory and Operational Risk team will maintain the PA Dealing Register.
Access Persons
All staff within EP will be designated as Access Persons for the purposes of SEC regulations. This designation requires additional disclosures to be made (see below.)
Relevant Securities in relation to these rules includes:
any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
With the exception of:
- Direct obligations of the Government of the United States
- Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term instruments, including repurchase agreements; and
- Shares issued by open-ended funds.
If you are unclear regarding any of the above then please contact the Regulatory area who will assist you.
Required Disclosures
In all cases set out below notes for the completion of these forms are provided with the report. It is imperative that individuals follow these to ensure that all the relevant information required by the US regulations is provided. The Regulatory and Operational Risk team will review and maintain all Reports, brokerage statements and/or trade confirmations to monitor for adherence to the policies set forth herein. In addition the Regulatory and Operational Risk team will maintain any documentation related to the review and decision relating to any access persons investment in an initial public offering.
Holdings Reports
Direct and indirect holdings must be disclosed on the initial and annual holdings reports. An indirect holding would be one belonging to a connected person or a person for who the member of staff had an influence in making the dealing decision. (see above for details).
The holding reports will require connected persons to certify that they do not have investment control of any discretionary accounts other than the right to terminate the account.
For the avoidance of doubt, all holdings should be reported, and not only those for which pre clearance was required (this includes unlisted securities).
The Advisers Act requires that all Access Persons provide quarterly transaction reports of all personal securities transactions except where that information would duplicate information already held by the firm. To qualify for this exemption it is important that the PA dealing approval form is completed correctly and that the broker provides a transaction confirmation promptly.
New Access Persons
Initial Holdings Reports are required to be completed within 10 days of a person being classified as an Access Person. The Initial Holdings Report must contain the following information:
- The name on the account, title and type of security, the tracker symbol or CUSIP number (as applicable), the number of shares and principal amount of each security in which the Access Person has any direct or indirect beneficial ownership when the person became an Access Person;
- The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and
- The date that the report is submitted by the Access Person.
The Initial Holdings Report Form for completion will be provided by the Regulatory and Operational Risk team and must be completed with information that is no more than 45 days old.
Annual Holdings Reports
At the end of each calendar year each Access Person must submit an Annual Holdings Report. This report must be current as of a date not more than 45 days prior to the individual becoming an access person (initial report) or the date the report is submitted (annual report). The annual holdings report should contain the details of holdings as set out above in the New Access Persons section above. It is the responsibility of the Access Person to ensure the Annual Holdings Report is complete and accurate. The holdings reports must signed and returned to the Head of Regulatory and Operational Risk for filing.
Record Keeping
The Regulatory and Operational Risk team will maintain records for a minimum of 5 years.
23. Record Keeping
US
Rule 204-2 of the Advisers Act requires investment advisers to keep specific books and records and it specifies the records and information that investment advisers must maintain. The SEC construes the general authority of Section 204-2 of the Advisers Act to entitle it to review any record or information maintained by an investment adviser.
- Specifically, Rule 204-2(a)(7) of the Advisers Act states that advisers must maintain all written communications received and copies of all written communications sent by such investment adviser relating to: Any recommendation made or proposed to be made and any advice given or proposed to be given;
- Any receipt, disbursement or delivery of funds or securities;
- The placing or execution of any order to purchase or sell any security; or
- The performance or rate of return of any or all managed accounts or securities recommendations.
Rule 204-2(a)(16) requires that all accounts, books, internal working papers, and any other records or documents are maintained to demonstrate the calculation of the performance or rate of return in any communication that the advisor circulates or distributes, directly or indirectly, to any person. This includes any notice, circular, advertisement, newspaper article, investment letter, bulletin or other communication that the investment adviser circulates or distributes.
As a result firms have implemented retention systems designed to maintain and prevent the deletion of emails.
EP has in place an email retention system which records all emails sent or received by individuals within the company for a period of at least 5 years. For further details of the controls surrounding this please contact the IT Operations Manager.
Canada
The Company must keep all records required for the Company to accurately record its business activities, financial affairs, and client transactions, as well as to demonstrate the extent of the Company's compliance with applicable requirements of Canadian securities legislation. These records must be kept for 7 years, in a safe location and in durable form and in a manner that permits it to be provided to Canadian securities regulators or a Canadian securities regulatory authority in a reasonable amount of time.
The types of records the Company must keep include, but are not limited to, records that do the following:
- permit timely creation and audit of financial statements and other financial information required to be filed or delivered to the securities regulatory authority;
- permit determination of the registered firm's capital position;
| demonstrate compliance with the registered firm's capital and insurance requirements; | ||
| demonstrate compliance with internal control procedures; | ||
| demonstrate compliance with the firm's policies and procedures; | ||
| permit the identification and segregation of client cash, securities, and other property; | ||
| identify all transactions conducted on behalf of the registered firm and each of its clients, including the parties to the transaction and the terms of the purchase or | ||
| provide an audit trail for | ||
| client instructions and orders, and | ||
| each trade transmitted or executed for a client or by the registered form on it own behalf; | ||
| permit the generation of account activity reports for clients; | ||
| provide securities pricing as may be required by securities legislation; | ||
| document the opening of client accounts, including any agreements with clients; | ||
| demonstrate compliance with sections 13.2 [know your client] and 13.3 [suitability] of National Instrument 31-103 Registration Requirements and Exemptions; | ||
| demonstrate compliance with complaint-handling requirements; | ||
| document correspondence with clients; | ||
| document compliance and supervision actions taken by the firm. | ||
(see section 11.5 of NI 31-103)
UK
The FCAs SYSC rules require that firms must maintain records of their business and internal organisation including all services and transactions undertaken, which must allow the regulator to monitor the firms compliance with the regulations.
The MiFID II regulations include a requirement for firms to record communications relating to client transactions, with the regulators objective being to capture information which may be relevant for market abuse investigations. The regulations are quite specific about which types of content and communication methods that must be recorded.
The regulations state that the following communications are required to be recorded:
| 1. | All telephone conversations and electronic communications that are intended to result in a transaction or which relate to the receipt and transmission of orders, execution of orders and dealing on our own account as well as the handling of orders and transactions. |
| 2. | Conversations between portfolio managers and brokers or with trade support which relate to trading are recorded. EPL generally does not receive orders |
from clients and communications with clients about orders or anticipated orders are infrequent. However there may be occasions when it would be necessary to contact a client about a proposed transaction or where a client may notify us of a proposed transaction. Examples are:
- Discussion with a pooled fund investor about timing of their investment, dilution charges etc.
- Discussion with a segregated account investor about whether a particular proposed transaction is permitted (e.g. placing / IPO / investment in collective)
In order to ensure EPL meets the requirements to record relevant internal and external communications in a proportionate manner the following policy is in place:
| An internal telephone recording system is in place to record certain individuals; | ||
| Emails are recorded for all staff; | ||
| A set of policies within the information security policy has been implemented to | ||
| ensure | any relevant communications are not sent through inappropriate systems | |
| i.e | personal email accounts or social media; | |
| Calls to clients about potential transactions within their portfolios are not | ||
| generally | held however any such calls should be conducted by means of the desk | |
| phone | within EPL offices; | |
| Conversations with brokers about transactions or intended transactions should | ||
| not | be made with mobile phones as these are not recorded; | |
| Regular update calls to clients about their portfolios conducted via conference | ||
| call | facilities on unrecorded lines are unlikely to be intended to lead to a | |
| transaction | and so are not in scope; | |
| When any conversation which was not originally thought to be in scope but | ||
| during | the conversation has inadvertently become in scope of the rules, and is | |
| not | being recorded, a note of the conversation should be made and notified to | |
| Regulatory | and Operational Risk. | |
To ensure all relevant internal calls are covered all members of the investment teams desk phones are recorded. In addition, the desk phones of Trade Support staff and their managers are recorded. This will also ensure that any calls made by US-based portfolio managers to Edinburgh-based portfolio managers or to Trade Support are recorded.
US based portfolio managers have been instructed not to speak to clients about transactions as their phones will not be recorded in the US.
To ensure we can cover the very infrequent instances where contact with clients about transactions occurs, the Client Services and Sales Partner and the Client Relations Partners phones are recorded.
The FCA rules require that recording systems are monitored on a risk assessed basis.
This requires periodic reviews of emails and voice recordings. The monitoring is conducted infrequently given the volume, frequency and characteristics of our dealing and our client base. Nevertheless we have notified all staff that their communications may be monitored and for those whose phones will be recorded that periodic reviews will be carried out.
Records must be retained for a minimum of 5 years and possibly up to 7 years if requested by the FCA. The e-mail and telephony systems provide for this.
New clients will be notified that they may be recorded. The Legal team / Client Service team will include details of this in future IMAs with clients.
All records will be retained in line with the General Data Protection Regulation and the Data Protection Act 2018. See the Information Security Policy and Staff Handbook for further details.
24. Information Security Policy
Failures in processing information or of the security of systems that maintain it can lead to significant operational losses. EP is required to establish and maintain appropriate systems and controls to manage its information security risks with particular consideration given to: confidentiality, integrity, availability, authentication and accountability.
The Information Security Policy is designed to ensure EP protects customer information and records in accordance with legislative and regulatory requirements and to assist staff in protecting the firms systems and data. This policy should be read in line with the Data Protection Policy (contained within the Staff Handbook) in order to protect personal data held on EP systems. It is also intended to give guidance to staff on the acceptable use of our IT systems both internally and externally.
Data Classification
Paper and electronic records must be handled, stored and disposed of in accordance with their security profile. EP has classified data into three categories depending on its sensitivity. EP has a set policy which deals the categorisation of this information. See Schedule 6.
Controls over access to data
- Passwords
All EP desktop machines have an automatic inactivity time-out. Despite this, staff should ensure their machines are locked when away from their desks for a prolonged period of time. Access to EP systems and mobile devices is password protected. Staff should never disclose or document their passwords which must be at least 6 characters long and constitute three of the following four character types: upper case, lower case, numeric and special (i.e. punctuation). The system will prompt all staff to change passwords every 90 days.
- Access to systems
Access is controlled by data owners who are normally Heads of Department. It is the responsibility of the data owners to ensure that only those staff who require access to types of data are given the relevant access. The list of data owners details the data type and data users and is reviewed periodically.
For staff leaving the firm, the Head of HR will inform the Head of IT Operations and Head of Regulatory & Operational Risk of the members leaving date. The IT Operations team will remove all system access and disable any company phones from close of business on the last day of working.
- Remote access
Facilities are available to work remotely from the office via Cisco VPN, however working from home is not encouraged and all requests for remote access must be authorised by a member of the EMC. The Information Security Policy should be followed when working remotely as it would when working in the office.
- Office security
All entry doors to the office should be locked at all times and staff are required to gain entry via their programmed security card. Staff should ensure that doors are closed securely behind them as they come and go from the office and be alert to anyone trying to tailgate their way into the office. All security cards and office keys are recorded on the key register. If anyone loses their security key card or office keys, it should be reported to the Office Manager immediately. Visitors gain entry via the secured Reception entrance and staff should ensure that their visitors are escorted whilst on our premises. Any security breaches or concerns should be reported to the Office Manager immediately.
Protecting Data
- Viruses
EP has installed anti-virus software on all user accounts which is updated in real time. To help ensure the firm is not subject to attack from viruses staff should not open any mail attachments which appear suspicious or which have come from an unknown source. Similarly, links to unknown websites or included in e-mails from unknown sources should not be opened. IT Operations can assist in scanning the item to determine if it is safe to open.
- Use of external devices
The transfer of data through USB ports on PCs is prohibited. USB ports on all PCs have been disabled with the exception of the IT departments, the CEOs PA, the Office Manager and currently staff in the US.
In the event that access to information stored on a USB device is required or it is necessary to save information to a USB device, staff should ask the IT department or the CEOs PA to access the information for them.
- Company laptops / phones / iPads
Staff who are given any of these devices must ensure they are access controlled by a pin number or other password. Access to email via mobile devices is protected by an additional layer of password security. In the event that a device is lost or stolen the member of staff should immediately inform the Head of IT Operations who will take action to prevent further use of the device. Any report of loss should detail the data that was held on the device as further action may be required; for example if any client or sensitive data was contained on it. Company laptops are protected through the use of encryption.
These devices should not be left overnight on desks, they should be kept in locked drawers if they are to be left in the office.
- Software
Any new software should be purchased through the IT Operations department. Staff should not download and install software from the internet without first discussing it with IT Operations who will check there are no security concerns in relation to the application.
This also applies to the downloading of applications for iPhones, iPads or other mobile technology.
The Head of IT Operations is responsible for ensuring the continuing suitability of software and that an appropriate level of support is able to be provided. Any concerns about the continuing availability of support or longer term suitability of the service are reported to the Operations Management Committee for consideration.
- Transferring data
Data being transferred outside the firm is the responsibility of the Data Owners to ensure any transfer of data by any means ,is appropriately protected and necessary, depending on the sensitivity of the data. Personal data should not be transferred outwith EP, via any medium, unless there is a legal basis to do so. Guidance should be sought from the Head of Regulatory and Operational Risk if there is any doubt.
Removal of Data
- Hardware
The removal of hardware will be undertaken by the IT Operations Department who will ensure the hard drive is formatted in such a way as to make any data recovery impossible.
- Software
Software on any company device which is no longer used will be removed by the IT Operations department. Any EP data will also be removed.
- Paper records
Documents should be destroyed in accordance with their classification in the Data Classification Matrix (refer to Schedule6). However, the following general rules apply:
- Shredding for Level 1 data and any documents where secure destruction is desired;
- Confidential waste bins for Level 2 or 3 data i.e. information which is confidential but less sensitive than level 1 data. The content of these bins are taken off-site for secure destruction.
- Recycling bins any other non-confidential paper.
Incident management
The immediate reporting of any incident is essential to ensure prompt corrective action can be taken. Any loss of a device (laptop, phone, USB etc.) or suspicion of a computer virus or hacking should be reported to the Head of IT Operations and Head of Regulatory and Operational Risk immediately.
Any report should include details of the incident and what information may have been lost. The Head of IT Operations will determine if any remote deletion of information or service withdrawal is possible. After the initial report has been made the standard incident
management policy should be followed i.e. a detailed record should be made and root cause analysis conducted to determine whether additional controls are required.
The Head of Regulatory and Operational Risk will determine who should be informed of the incident and consider what action can be taken by any affected individual or party to minimise the risk to them. This may include clients, regulators, the police and the Information Commissioner.
Training
All new staff receive training on the details of the Information Security Policy upon joining the firm. This training is provided by the Head of IT Operations and from the Regulatory and Operational Risk department on other matters. Refresher training is provided as required depending on the role being performed.
Social Media
The company has in place policies that govern use of its own electronic communication systems, equipment, and resources which employees must follow. We encourage you to use good judgment when communicating via social media.
Social media includes all means of communicating or posting information or content of any sort on the Internet, including to your own or someone elses web log (blog), journal or diary, personal web site, social networking or affinity web site, web bulletin board or a chat room, as well as any other form of electronic communication.
The same principles and guidelines found in our staff policies apply to your activities online. Ultimately, you are solely responsible for what you post online. Before creating online content, consider some of the risks and rewards that are involved. Keep in mind that any of your conduct that adversely affects your job performance, the performance of fellow employees or otherwise adversely affects clients, vendors, suppliers, people who work on behalf of the company or its legitimate business interests may result in disciplinary action up to and including immediate dismissal.
EP does not use social media to market its products or services. However, staff are free to use social media sites for personal reasons provided their use does not conflict with the interests of EP or its clients. When using social media, the following general and non-exhaustive list of guidelines should be kept in mind:
- Always consider whether it is appropriate to identify your connection with EP. Ask yourself whether the firm would want to be associated or even identified in that particular site.
- If the social media site contains something you would not say at work or a picture you would not show at work, then you should not state or imply that you work for EP on that site, nor should your post complaints or criticism, avoid using statements, photographs, video or audio that reasonably could be viewed as malicious, obscene, threatening or intimidating, that disparages clients, employees, vendors, or suppliers,
-
or that might constitute harassment or bullying. Examples of such conduct might include offensive posts meant to intentionally harm someones reputation or posts that could contribute to a hostile work environment on the basis of race, age, gender, national origin, colour, disability, religion or any other status protected by the Equality Act 2010.
- Do not state or imply that you are representing the views of EP.
- Do not advertise EP products or services (all marketing must be pre-approved by a member of the Regulatory and Operational Risk team.)
- Do not post any information about EP clients, prospective clients, business strategy, investments or any non-public information.
- Do not accept friend requests on Facebook from clients. (All client communications need to be recorded and should be made through standard EP systems.)
Electronic Mail and Internet Monitoring
We recognise your need to be able to communicate efficiently with fellow employees and clients. Therefore, we have installed an electronic mail (email) system to facilitate the transmission of business-related information within the company and with our clients.
The email system is intended for business use only. Limited personal use is however, permitted. The same applies to internet usage. Staff should be aware that internet and email usage is monitored and our company's policies against sexual and other types of harassment apply fully to all electronic communication mediums.
Internet access is restricted by the use of black lists. These allow us to block certain sites relating to pornography, terrorism, webmail and social media services. These lists are updated on a regular basis and ensure that staff cannot access any sites which are clearly not appropriate in a work setting. Internet usage is recorded.
Other than pre-approved exceptions in relation to blacklists, violation of this policy is not permitted and may result in disciplinary action, up to and including dismissal. Therefore, staff are reminded that they are prohibited from the display or transmission of sexually-explicit images, messages, ethnic slurs, racial epithets or anything that could be construed as harassment or disparaging to others.
25. Breach and Incident Management
Where it is identified that the required regulation/legislation has not been complied with we are required to retain a register of these incidents. If you consider that you have identified a breach, this should be brought immediately to the attention of the Regulatory and Operational Risk area.
In some instances a failure of an internal control will not result in a breach of a regulation or a client mandate, it may even result in the firm or a client making a lucky gain. Our processes ensure that all such instances are recorded and followed up appropriately to determine what action (if any) could be taken to prevent the risk of a repeat and a potential loss to the firm.
Any incident should be raised immediately upon discovery. The priority should be to minimise / crystallise any potential loss as quickly as possible and return the position to what would have been had the error not occurred. Clients will retain any profit as a result of our error and will not be financially disadvantaged. EP will not profit from any error.
In addition, Incidents can be classified as one or more of the following:
Loss Event A financial loss to Group, due to an incident caused by failure or inadequacy in our processes, people, or systems, or from external events e.g. fraud or natural disaster. Near Miss An operational risk incident that does not lead to a financial loss, however our existing/usual controls have failed to detect or prevent the incident.
Breach An incident relating to an obligation that results in, or may result in, a breach of legislation or regulation.
By recording and following up all incidents the information gathered can be used to:
- Confirm whether the risk has been previously identified and recorded in the relevant risk register and if not, add it;
- Identify whether the associated control is robust enough or if improvements need to be made;
- Identify if changes need to be made to the Compliance monitoring programme;
- Identify if changes are required to internal policies, processes or procedures.
There should be no threshold for reporting incidents although judgement needs to be used to determine whether a particular event needs to be recorded. There needs to be a balance between gathering too much information and the cost of bureaucracy in relation to insignificant errors against the risk of not identifying a trend in smaller losses which could cause future, larger problems.
All situations should be brought to the attention of the Head of Regulatory and Operational Risk and the incident recorded in the incident log.
26. Disaster Recovery
EP holds service to clients and compliance with all statutory controls of paramount importance and so they have designed and developed a Disaster Recovery, Crisis Management and Communication Plan strategy to ensure that any unforeseen circumstance will not impact their ability to provide a professional service to their clients or comply with the requirements of all statutory bodies that control and bound their business.
Overview
Edinburgh Partners office is located at 27-31 Melville Street, Edinburgh, EH3 7JF. EP's IT department is established in the same location. In the event of a situation that makes the use of Melville Street impossible we have a contract with Pulsant at The Clocktower, Flassches Yard, Edinburgh EH12 9LB - known as the alternative site. This facility provides duplicate production servers, 25 Workstations and Telephone facilities..
Initial Disaster Recovery Response Overview
Disaster + 1 Hour
Execute emergency & evacuation plans
Secure damaged area
Establish a DRC meeting
Disaster + 1 to 4 Hours
Assemble Initial Evaluation Team at Damaged Site Put DR Suppliers on Stand-by Tapes/documents to DR Site Perform Preliminary Damage Assessment Get contact details of services attending the site If required go to the Roxburghe Hotel (WAR room) Disaster + 4 to -6 Hours
Update Assessment.
If required invoke Disaster Recovery Plan
Assemble all Disaster Recovery Team Members
Disaster + 6 + Hours
Implement Disaster Recovery Plan
27. Advertising
Responsibility for the contents of any financial promotion lies with the individual creating the promotion. It is their responsibility to ensure that it complies with the regulations and procedures set out below and also that the relevant back up material is retained. The Regulatory and Operational Risk team must review and approve each promotion prior to use however, the purpose of this is to not to check facts contained in the promotion but to ensure that all relevant regulatory obligations are met.
It is important that in all instances the target audience for the financial promotion is identified prior to creating the promotion and it is the responsibility of the individual creating the financial promotion to ascertain this. In general terms EPs audience will be eligible counterparties or professional clients. In order to ascertain these details it is essential to establish with the prospective client, what size of funds they are intending to place with the Company and where these are quite small (e.g. under £10m) then it should be asked what proportion this amount forms of their total assets.
For any financial promotion the following procedures apply:-
Process for Approving Presentations
It is company policy that presentations should be as consistent as possible. To ensure this, there are a number of agreed pages which can be used within a presentation. These can be obtained from the Client Services and Sales team.
All approved presentations are retained by the Client Sales and Service team. This applies to all presentations, other than those to existing clients.
- Varying or creating new pages
On occasions an individual creating a presentation may wish to vary items within the standard pages or create new pages. The amended or new page together with a copy of any back up for information contained within the page is included within the marketing pack, which is approved by the Regulatory and Operational Risk team. The new generic page can then be placed in the presentations area of the system and utilised for future presentations. A copy of the signed off presentation together with any backup will be retained in the presentations file within the Client Service and Sales area.
Where performance has been stated in a presentation then, it is important that this is as up-to-date as possible, or where it is not then a statement must be inserted as to where the most up-to-date information is available. The FCA, the SEC and Canadian securities regulators provide strict guidance as to what may be used for performance information.
- Records to be retained
- record must be retained of the date of the presentation, plus to whom the presentation
has been made, together with the type of audience they are i.e. market counterparty or professional customers. This record is to be maintained within the Client Service and Sales area's presentation file.
Records must also be retained of the back up evidence for any facts and figures. Back up material for the promotion is to be attached to the presentation for review by the Regulatory and Operational Risk team. Once the presentation has been approved then a copy of the signed off presentation together with backup and comments received from the Regulatory team will be retained in the Client Service and Sale departments presentations file.
All back up material must be easily accessible and able to be made available within 48 hours.
Periodically, the Client Service and Sales area will review the contents of the generic presentations and archive those generic pages which are out of date.
All appropriate communications with prospects or clients will be recorded by Sales & Marketing or Client Service (either clients or prospective clients); hard copy correspondence files/system correspondence files; or on E-Mails in the ACT database or in personal email files.
Sending follow on information
Where, subsequent to a presentation, further information is sent to the presentation audience or part thereof, then the individual sending the information should ensure that it complies with the regulatory requirements in the same way as for presentations i.e. it should be signed off prior to despatch both by the individual putting together the information and also by the a member of the Regulatory and Operational Risk team. In addition, records must be maintained of whom the information is sent to and of back up evidence for any facts or figures.
US Marketing
The SEC define an advertisement as materials designed to maintain existing clients or solicit new ones. It includes the standardised written materials in presentations used by Investment Advisers, questionnaires from independent rating services and press releases.
Rule 206(4)-1 provides guidance by setting specific prohibitions:
Testimonials any direct or indirect references to a testimonial concerning the adviser or its advice, analysis, report or other service it has rendered, including any statement of a former, existing or prospective clients experience with the adviser or endorsement of the advisers services; Past Specific Recommendations any direct or indirect reference to the advisers past specific recommendations that were or would have been profitable unless the advertisement sets out or offers to provide a full list of all recommendations made within the last year;
Performance presentation generally should be net of fees but may be presented gross in certain circumstances (one-on-one presentations) provided they are accompanied by certain disclosures; Graphs, charts and formulas any direct or indirect representation that a graph, formula or other device: (a) can determine which securities to buy or sell or when to buy or sell securities; or (b) can assist an individual in making such determinations, without prominently disclosing the limitations thereof and the difficulties regarding its use; and Free any report, analysis or other service is free unless such materials or services are entirely free and without any direct or indirect condition.
For further details on the above points, contact the Regulatory and Operational Risk team.
Monthly Fact Sheets
As with presentations, these require approval by the Regulatory and Operational Risk team.
Copies of the backup material used to physically check the factsheets are then placed in the appropriate hard copy files.
- Ad hoc Fact Sheets
For marketing purposes from time to time, individuals may wish to create a fact sheet which is for a different period other than from month end to month end. Any fact sheet created in this way should be dealt with in exactly the same way as for the normal fact sheets set out above including record retention. However, if such a fact sheet is created then it does not replace the normal month end update which should still be completed. Ad hoc fact sheets should only be created for a specific situation and may not be used for general distribution or placement on the website. This must be discussed with the Regulatory and Operational Risk team at draft stage.
- Records to be retained
For each fact sheet, the information used for updating the fact sheet must be retained. This is currently kept in Kurtosys.
Brochures and other promotional material
- General
All other promotional material must comply with the regulatory requirements and the procedures set out here. As with the other types of promotions set out above, it remains the responsibility of the individual creating the promotion to ensure that it complies with the regulations and procedures maintained by the Company.
All promotions must be signed off by the individual creating the promotion and a member of the Regulatory team prior to issue. The package presented to the Regulatory and Operational Risk team must also include all relevant back up evidence for any claims made within the promotion in the same way as for the other items set out above.
- Ad Hoc performance information
Where an individual visiting a client requires ad hoc performance information then this should be treated in the same way as any other part of the promotion. A copy should be set out together with back up evidence and approved by a member of the Regulatory and Operational Risk team and Operational Risk team prior to use. A copy of the performance information should then be retained.
-Specific guidance
The guidance set out below is not exhaustive but endeavours to cover the main areas of concern to the FCA and Canadian securities regulators in the production of promotional material. In circumstances where new ideas are being tried in financial promotions it is important that these are discussed with a member of the Regulatory and Operational Risk team during the creation of the promotion.
Where a promotion is being put together then care should be taken to ensure that it is fair, clear and not misleading. In order to achieve this it is important that it is clear as to the audience for the promotion. If it is targeted at one group with a particular expertise then this fact must be made clear.
Claims must be clearly backed up with appropriate evidence. Claims that the investment is guaranteed may only be made where there is a legally enforceable arrangement with a third party to meet the claim in full.
It is not possible to make the claim that there are no initial charges where there is a spread unless the statement is suitably qualified with information about the additional costs of investments. In instances where the initial charge has been waived then the fact that this is a one off waiver of the charge should be made clear.
Any statement of the amount of authorised share capital of a company must also contain the amount of issued share capital
In the event that a promotion contains quotes from someone then the actual wording used should be a fair representation of what the individual said. In addition, the individuals consent must be obtained in writing for use of the quote and that consent must be retained as evidence. Any connection between the holder of the opinion and the Company should be made clear.
Return on investment is the gain or profit only it should not include the original capital invested.
In order to give a fair and adequate explanation of the investment being promoted then the following should be avoided:
- Accentuating the potential benefits of an investment without also giving a fair indication of the risks;
- Drawing attention to any favourable tax treatment without stating that this may not continue in the future;
- Drawing attention to an investments past performance or placing emphasis on past performance, relative to other information given about the product in the promotion; and
- Using prominent headline rates of return where these rates are unrealistic.
- In the case of investment trusts where the trust uses or proposes to use gearing as an investment strategy then it must be made clear that the securities are likely to be subject to fluctuations in value which are significant compared with the likely fluctuations in value of the underlying investments.
The generic risk warnings are available on the system. However, it is not sufficient just to utilise these on each occasion. The individual responsible for a promotion must make clear any risks involved in the investment and any warnings must be relevant. Where relevant this should:
- Identify where there is a possibility of loss of initial capital and disclose this as one of the main points.
- Where past performance data is included then suitable text must be included which states unambiguously and without reservation that past performance should not be seen as an indication of future performance. This text should be presented legibly and prominently in the main text of the promotion (located close to performance figures/graphs where appropriate). The information should relate to a relevant and sufficient period of past performance so as to provide a fair and balanced indication of performance.
There should be no unfair comparisons with the performance of another type of investment. Nor should there be selection of an inappropriate or irrelevant investment period; an unreasonably short time period; comparison with deposits without an indication in clear terms and with equal prominence, that the investment does not include the security of capital which is characteristic of a deposit with a bank/building society.
Where past performance is quoted it should make clear the period of time to which the past performance relates, and where relevant that this information may not be current. If it is not current then an explanation must be included of where up-to-date past performance information may be found.
Where past performance either in a brochure or over the internet includes past performance information that is presented over a number of pages, the past performance warnings set out above must be included on each page on which past performance is presented.
Past performance should be in the standardised format provided by the regulators.
No past performance information may be included in material likely to be seen by a Retail Investor, including hypothetical past performance information, unless past performance information exists for the previous twelve months. Until such time as EP meets these requirements any presentation in which past performance is to be presented must be
discussed with the a member of the Regulatory and Operational Risk team prior to presentation or other promotion.
28. Operational Risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, weaknesses in people or systems or from external events. It includes legal, regulatory, financial crime, business continuity and technology risks.
The Regulatory and Operational Risk team are responsible for providing a framework to mitigate operational risks throughout the group. The Operational Risk Framework (ORF) document, which can be found on the regulatory section of the intranet, aims to set out how the various strands of our ORF are managed at EP.
The document sets out the component parts of the risk management framework, defines the accountabilities and outlines the mechanisms for identifying, monitoring and reporting risks within the group.
The ORF addresses each of the following aspects:
- Governance;
- Risk identification, measurement and monitoring; and
- Risk reporting.
Governance
Schedule 3 sets out the principal risk management objectives of the relevant Boards and the Committees within Edinburgh Partners and how they interact.
Identification, measurement and monitoring
We have documented the various strands of the day to day processes within the group. The risk assessment matrices (RAM) are key to understanding operational risks and are prepared within each business area.
The purpose of the RAM is to identify key risks that the Group faces and how the risks are mitigated. Each RAM is reviewed by the OMC on a rotational basis.
The Compliance Monitoring plan is then devised from the RAM (i.e. what activities are required and the frequency). This means that areas perceived as less risky are tested less frequently for example, quarterly. Whilst areas which are considered higher risk are tested more frequently, say anything from weekly to monthly.
The Boards are responsible for the risk profile of the Company. Whenever substantive changes are made to the RAM the Board should review and approve these at the next available Board meeting. In any event the Board shall review the RAM at least annually a summary of the key risks derived from the RAM.
Other processes include the Management Information dashboard, incident management, loss data, monitoring programme, change management process, ICAAP and scenario and stress testing.
Risk reporting
The reporting section sets out the reviews that are performed and the reports that are produced as a result. This includes both internal and external parties.
Internal Controls Report
EP Internal Control report is a Type II report, which has been audited on International Standards for Assurance Engagements (ISAE) 3402.
29. Training and Competence
SYSC 5.1 requires that the firm has systems and controls in place to enable it to employs staff with the skills, knowledge and expertise necessary to perform their roles.
The FCA requires regulated firms to have proportionate Training and Competence (T&C) arrangements in place.
Competency may be demonstrated by passing a relevant examination and/or by undergoing internal assessment of knowledge and practical experience. This status must then be maintained by evidence of continued competence.
Achieving Competence
Competence is achieved when the individual has been formally assessed as having attained:
- Minimum of two years practical 'on the job' experience that may include experience at other employers or in other roles if current and relevant;
- Demonstration of competence in a range of activities relevant to the role; and
- Successful completion of the relevant exam.
Recruitment
EP has arrangements in place to carry out the vetting of individuals, such as taking up references where applications are received for roles covered by the FCA's Training and Competence requirements.
The recruitment process includes the following:
- Notification to the applicant that the job role is deemed 'covered' under the Training and Competence Scheme;
- What this means to the applicant and what will be required/expected;
- If an external recruit, a reference request which includes determining whether the applicant was previously assessed as 'Competent' or passed any relevant examinations; and
- An initial assessment of the Competence of the recruit against the job role.
When a reference is requested from an individual's last employer, a statement regarding the individual's competency status should be requested. This should include confirmation of the role for which the individual was signed off and how the status was achieved (i.e. grandfathered, via an examination).
Initial Assessment
An assessment of the new jobholder's competence, whether an external recruit or an internal transfer must be conducted prior to the role being undertaken. The job description, previous experience, training and education will all be used to determine if the employee can be officially declared as competent for the new role.
If the candidate is not deemed competent, the appropriate department must ensure the new recruit receives a Training and Competence programme setting our what requirements
are in order to achieve competence. Throughout the period of being in the 'programme' the individual must be subject to direct supervision.
Time Limit
A time limit of 2 years is set as the maximum time allowed to complete the steps to competent status.
Declaration of Competence
Once an individual has successfully completed all aspects of the Training and Competence programme, they may officially be declared competent. The declaration will be signed by the individual's line manager and the Regulatory and Operational Risk team
Continuing Competence
Individuals should maintain their competence levels. Each individual is required to maintain a record of any training undertaken. The continuing competence records should be forwarded to the Regulatory and Operational Risk team on a six monthly basis. PMs must complete a minimum of 20 hours continuing professional development each year.
30. Political Contributions and Lobbying Policy
Introduction
Rule 206(4)-5 of the Advisers Acts places limits on political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel.
This Rule was enacted due to a large number of high-profile investigations which have highlighted that there is inappropriate influencing of awarding business for state and local government entities by making political contributions to officials holding or running for office.
Failure to comply with the Rule will result in lost advisory fees and/or EP being restricted or closed to business opportunities with governmental entities.
The purpose of this policy is to set out EP's process in relation to political contributions and the regular reporting obligations. Generally, staff are permitted to make contributions up to $350 to an official for whom they can vote or up to $150 for any other official.
Staff members may engage in volunteer political activities, provided:
| 1. | This will not cause EP or any group company to make a contribution, either monetary or in kind; |
| 2. | EP time and resources are not used to engage in volunteer political activities; and |
| 3. | The volunteer services do not involve the solicitation or coordination of political contributions or payments for an official or a political party of a state or locality. |
Staff members are prohibited from establishing or controlling a Political Action Committee, or any other entity that makes contributions.
This policy prohibits EP from engaging third parties to solicit government clients for investment advisory services and to solicit or coordinate political contributions and payments.
Political Contributions Process
| 1. | All staff and connected persons (see PA dealing policy for definition of 'connected | |
| are required to obtain pre-clearance from the Head of Regulatory and | ||
| Operational Risk before they or a connected person: | ||
| Make any political contributions, either directly or indirectly, to US federal, state or local officials; or | ||
| Participate in any political fund-raising activity in the US. | ||
| 2. | In the event that a contribution is made, details of this should be disclosed to the Head of Regulatory and Operational Risk who will record the contribution on the log maintained by the Regulatory and Operational Risk department; | |
| 3. | All staff will be required to annually attest that they have disclosed to the Head of Regulatory and Operational Risk any political contributions made to US federal, state or local officials and any political fund raising activity in the US. This attestation will form part of the annual Compliance Manual attestation. |
| 4. | In addition, US based staff will be required to attest on a quarterly basis that they have disclosed to the Head of Regulatory and Operational Risk any political contributions made to US federal, state or local officials and any political fund raising activity in the US. This will be initiated by the Regulatory and Operational Risk Department. |
| 5. | All new members of staff will be asked to disclose any political contributions made to US federal, state or local officials and any political fund raising activity in the US within the last two years. This will form part of the Compliance Induction process. |
In addition to the above, staff should give consideration to disclosure of any contributions, UK or otherwise which give rise to an actual, potential or perceived conflict of interest.
Lobbying on Behalf of EP (US)
There are numerous versions of lobbying laws in states and territories, however all states share a basic definition of lobbying as an attempt to influence government action. Written and oral communications are both recognized as lobbying, therefore what might seem like a simple meeting could trigger a registration and/or subsequent reporting requirements.
All lobbying activities must be pre-cleared through the Regulatory and Operational Risk area. The Regulatory and Operational Risk department review all US marketing materials and will ascertain at time of review if the interaction triggers any registration or reporting requirements.
Edinburgh Partners North America (EPNA) is currently registered as a lobbyist employer in California.
Documentation
Compliance will maintain records for a minimum of 5 years.
31. Edinburgh Partners Research Policy
Introduction
Edinburgh Partners historically paid for all external research other than that provided under bundled commissions or CSAs. Following MiFID II, research received as a result of payment of bundled commissions may be considered an inducement which is now prohibited unless paid for directly or through a separate research payment account operated in accordance with the FCA rules.
Investment Research
Given the distinctive investment philosophy and process it is natural that EPL believes that company analysis is the most important activity within our investment team. Within EPL, extensive company analysis and research is carried out by our research team. External specialist advice is utilized where appropriate, both company specific and where there may be a wider context. The cost of this research whether it be our analytical team, the Applied Research support team, data suppliers or commissioned research is borne by Edinburgh Partners.
Non bespoke broker research is also used in our analysis to assist with both comparative analytics and to ascertain the likely embedded market view.
In this regard we use research from a number of broker research providers, including a combination of global investment banks, selected because they can provide extensive coverage across markets, together with some regional specialists and non-investment bank research. The research services we subscribe to generally provide access to a full range of written materials on the research providers platform.
Broker Research Benefits
We believe that third party and broker research provides benefit to our clients by allowing our investment analysts to make comparative judgements and within a better-informed context. It is important to stress that our company research recommendations are internally generated and the comparative nature of the role played by third party research means that we are a comparatively light user of such research.
Selecting Broker Research
Edinburgh Partners has set an internal research budget for the purpose of monitoring the amount needed for third party research in respect of investment services rendered to its clients. Our approach to setting the broker research budget is to determine the minimum number of research providers necessary to give us:
| i. | extensive coverage across global markets. We select enough providers in this category in order to get wide coverage, and to allow us to access a range of views on individual companies; and |
| ii. | access to specialists both sectorally and geographically. |
Having selected the providers, we negotiate with them to agree a price for access to their research platform.
We have a single investment team and investment philosophy. All research is available to all members of the team. We therefore have a single research budget for the firm. Edinburgh Partners sets and reviews the research budget as part of its internal administrative measures.
In addition to formal broker research we will also make periodic use of other reports and services provided by research providers. These services can be used without payment to the research provider as long as they meet a number of strict criteria to allow them to be classified as minor non-monetary benefits as defined by the FCA. The criteria are set out to ensure we avoid conflicts of interest and that we are satisfied that the service can enhance the quality of our service to our clients.
Minor non-monetary benefits relate to the receipt of certain research reports, trial research periods to allow an assessment of a research providers output, non-substantive short term market commentary as well as hospitality received or provided of a reasonable de-minimus value.
Monitoring and Assessment of Research Quality
We monitor our own research efforts to continually seek to learn and improve, so whilst our use of brokerage research is mainly for comparative purposes it still has to add value and deliver genuine research benefit; thus for example third party research summarizing a companys results is not classified as research. We tag useful, added-value external company/industry research onto our Edinburgh Partners database. This also acts as our assessment of the quality of research as other third party research which does not add value would not be recorded.
We also carry out an annual survey across the Investment team asking the team to highlight those research providers who have contributed the greatest research input in terms of aspects outlined above.
Schedule 1
Edinburgh Partners
Ltd (EPL) Board
Executive Management
Committee (EMC)
| Product Governance | Operations Management | Broker Review |
| Committee (PGC) | Committee (OMC) | Committee (BRC) |
| D2 | Dealing | PA Dealing conflicting | High | Company/Client | PA dealing policy and procedure in place. Staff and | Yes | PA Dealing |
| with client orders. | connected persons require pre clearance of any PA deal | Policy | |||||
| to ensure no conflict. | |||||||
| D3 | Dealing | Investing client | Medium | Company/Client | Client IMA restrictions generally prohibit the use of EP | Yes | |
| portfolios in | collective investment schemes or trusts without prior | ||||||
| connected investment | permission. The front office system contains the | ||||||
| trusts or collective | relevant restrictions. | ||||||
| investment schemes. | Arrangements for rebate of any fees may be made by | ||||||
| clients in the event of investing in in-house vehicles. | |||||||
| D4 | Dealing | Failure to aggregate | Medium | Company/Client | The Company will aggregate client order when | Yes | Execution |
| orders. | determining to purchase or sell the same security for | Policy | |||||
| clients. Clients are advised of this within their IMA. | |||||||
| D5 | Dealing | Holding stock in | Low | Company/Client | Normal investment criteria are used to decide whether | No | |
| companies which are | to invest in clients unless there would be a high | ||||||
| our clients. | likelihood of a conflict of interest. | ||||||
| Ref | Category | Conflict | Impact | Conflict | Controls In Place | Monitored | EP Policy |
| Description | (no | Between | |||||
| controls) | |||||||
| D6 | Dealing | Agency cross | Medium | Company/Client | Where the Company is acting for both the seller and | Yes | Execution |
| transactions. | buyer, the orders are placed with a broker (from | Policy | |||||
| approved broker list). The front office system will not | |||||||
| allow any cross trades to progress for accounts coded | |||||||
| as ineligible for crosses (e.g. ERISA and Canadian | |||||||
| accounts subject to NI regs). | |||||||
| D7 | Dealing | Failure to allocate | Low | Company/Client | Allocation policy in place. All allocations are provided | Yes | Execution |
| fairly. | on a pro rata basis except where such an allocation | Policy | |||||
| would prove uneconomic in terms of the size of fund. | |||||||
| D8 | Dealing | Trading through a | Low | Company/Client | Client is different group activity from broker. BRC | Yes | Execution |
| broker who is also a | oversees split of trading across all brokers. Best | Policy | |||||
| client. | execution obligation on broker as a regulated entity. | ||||||
| Brokers selected on ability to provide best execution. | |||||||
| F1 | Fees | Excessive turnover for | High | Company/Client | Review of portfolio turnover by performance team | Yes | |
| performance fee | ensures that client portfolios stay within client accepted | ||||||
| clients. | tolerances. | ||||||
| Portfolio risk review dispersion within portfolios. | |||||||
| Sample review of turnover by compliance during | |||||||
| monitoring. | |||||||
| F2 | Fees | Different client fee | Medium | Company/Client | No difference to client treatment based on their fee | Yes | Execution |
| basis. | basis. All clients are subject to the Company's policy on | Policy | |||||
| customer order priority, best execution and allocation. | |||||||
| F3 | Fees | Soft dollars | Medium | Company/Client | The Company does not operate any soft commission | Yes | Execution |
| arrangements. | arrangements other than research as detailed in the | Policy | |||||
| Company's Research policy. This is disclosed to clients | |||||||
| within each IMA and on an annual basis. | |||||||
| ID3 | Inducements | Bribery and | High | Company/Client | Anti Bribery policy in place. | Yes | Bribery Policy |
| Corruption | /Third Party | Annual risk assessment completed. | ABC Policy | ||||
| Inducments policy and register in place. | |||||||
| Guidelines for acceptance. | |||||||
| ABC policy in place. |
| Ref | Category | Conflict | Impact | Conflict | Controls In Place | Monitored | EP Policy |
| Description | (no | Between | |||||
| controls) | |||||||
| P1 | Personnel | Business interests of | Medium | Company/Client | All staff must receive prior written permission from the | No | Conflicts of |
| existing staff outside | Board before taking up any outside business interest. | Interest | |||||
| EP. | The process is detailed in each individual's contract and | ||||||
| in the Conflicts of Interest policy which forms part of | |||||||
| the Compliance Manual which all staff attest to at least | |||||||
| an annual basis. | |||||||
| In addition, the process for current Approved Persons | |||||||
| to notify Regulatory and Operational Risk of any | |||||||
| additional Directorships is documented in the | |||||||
| Compliance Manual which all staff attest to on at least | |||||||
| an annual basis. | |||||||
| P2 | Personnel | Cross departmental | Low | Company/Client | Examples of gross misconduct are provided to the | No | Code of |
| staff relationships. | employee in their contract. | Conduct | |||||
| The individuals contract along with the Code of | |||||||
| Conduct and the Misconduct procedure which are both | |||||||
| detailed in the staff handbook provides sufficient | |||||||
| protection. | |||||||
| P3 | Personnel | Relationship with third | Low | Company/Third | A list of third party suppliers is maintained which notes | Yes |
| party suppliers. | Party Supplier | any existing relationship with third parties. | ||||
| Confidentiality is a standard term in each member of | ||||||
| staff's contract. |
| P5 | Personnel | CEO and Director of | Low | Company/Client | See Conflict D3 Investing client portfolios in | Yes | Various |
| EPAL is CEO of | connected investment trusts or collective investment | ||||||
| parent company and | schemes. | ||||||
| portfolio manager for | See Conflict D5 Holding stock in companies which | ||||||
| EPGOT. CEO also has | are our clients | ||||||
| personal stake in | See ConflictINV1 PMs with holdings in funds they | ||||||
| EPGOT. | manage | ||||||
| PX1 | Proxy | Vote out of line with | Medium | Company/Client | Proxy voting policy in place. Any votes which are not | Yes | Proxy Voting |
| Voting | an ISS | in line with ISS recommendation, any conflicts are | Policy | ||||
| recommendation. | considered and the rationale behind the decision is fully | ||||||
| documented and retained as well as reported to the | |||||||
| relevant clients. | |||||||
| INC1 | Incident | Allocation of costs of | Medium | Company/Client | Any errors will be borne by EP. The priority is to | Yes | Incident |
| errors. | minimise/crystallise any potential loss as quickly as | Management | |||||
| possible and return the position to what would have | Policy | ||||||
| been had the error not occurred. Clients will retain | |||||||
| any profit as a result of our error and will not be | |||||||
| financially disadvantaged. | |||||||
| INV1 | Investment | PMs with holdings in | Medium | Clients | PA Dealing policy requires that all personal trades are | Yes | PA Dealing, |
| funds they manage | pre-approved. Investment process doesnt differentiate | Execution | |||||
| between clients. Fair allocation rules and checks in | policy. | ||||||
| place. GIPS performance outlier monitoring undertaken. | |||||||
Schedule 3: Operational Risk Governance Principles
| No | Principle | Principle Focus |
| 1 | Influence risk culture through sponsoring and promoting the | Culture and Accountability |
| understanding of operational risk, and overseeing effective | ||
| and efficient implementation of the policy | ||
| 2 | Maintain oversight of material operational risks (both | Material Risks and Risk Appetite |
| expected and unexpected) in the business, so that they are | ||
| being managed within known and agreed risk appetite | ||
| 3 | Confirm all material operational risks are reflected in capital | Risk Assessment and Capital |
| assessment, with scenarios suitably stressed considering | calculations within ICAAP | |
| extreme but plausible events | ||
| 4 | Ensure action plans are sufficient to remediate incidents | Monitoring and Incidents |
| identified through monitoring, and are implemented in a | ||
| timely manner | ||
| 5 | Understand root causes of material incidents and determine | Material Incidents and Learnings |
| appropriateness of control improvements / remediation | ||
| 6 | Track and monitor forward looking metrics related to each | Key Risk Indicators |
| of the material operational risks and risk appetite | ||
| 7 | Understand the regulatory/ legislative landscape that governs | Regulatory Environment |
| business activities, and ensure that operating policies/ | ||
| procedures are compliant with these requirements | ||
| 8 | Consider and assess how changes in structure, people, | Change Management |
| process and systems impact the underlying business and its | ||
| risk profile | ||
| 9 | Ensure that operational risk has been considered in business | Decision Making and Evidence |
| strategy and decision-making, evidenced through appropriate | ||
| documentation and challenging debate | ||
| 10 | Ensure there is appropriate understanding within the | Management Reporting |
| business, and reporting to support the principles noted | ||
| above |
| 1.1 | Compliance Correspondence | Stewart Brown | Kirsty Martin | |
| § | Client Compliance Reports | |||
| § | Client Compliance Correspondence | |||
| § | Board Regulatory Reports | |||
| § | Regulatory Returns | |||
| § | Regulatory Contact | |||
| § | Broker Contact | |||
| 1.2 | Compliance Monitoring Records | Stewart Brown | Kirsty Martin | |
| 1.3 | Compliance Registers | Stewart Brown | Kirsty Martin | |
| § | Restricted Stock List | |||
| § | PA Dealing | |||
| § | Individual Regulatory Registrations | |||
| § | Risk Register | |||
| § | Breach Register | |||
| § | Complaints Register | |||
| 1.4 | Compliance and Risk Policies | Stewart Brown | Kirsty Martin | |
| 1.5 | Compliance Manual | Stewart Brown | Kirsty Martin | |
| 1.6 | Third Parties | Stewart Brown | Kirsty Martin | |
| § | Management Information | |||
| § | Monitoring Reviews | |||
| 1.7 | Internal Controls Report | Stewart Brown | Kirsty Martin |
| 2 | Investment | ||
| 2.1 | Stock Research Documentation | Sandy Nairn | Investment Team |
| 2.2 | EPICentreAdmin | Fabrice Sendra | ALL |
| 3 | Miscellaneous | ||
| 3.1 | Disaster Recovery Plan | DRC Members | Jennifer Douglas |
| Kenny Gray | |||
| 3.2 | Intranet | Each Department | Departmental |
| Head | Members | ||||
| 3.3 | Central Record of Software Licences | DRC Members | Kenny Gray | ||
| 4 | Legal | ||||
| 4.1 | Agreements | Kenny Greig | Kirsty Elder | ||
| § | Third Party Providers Agreements | ||||
| § | Investment Management Agreements | ||||
| § | Confidentiality Agreements | ||||
| § | Data Licencing Agreements | ||||
| § | Distribution Agreements | ||||
| § | Rebate Agreements | ||||
| § | Terms of Business | ||||
| 4.2 | Investment Trusts | Kenny Greig | Robert Coulter | ||
| § | Corporate Documentation | Kirsty Elder | |||
| § | Directors Dealings | ||||
| § | Buyback Information | ||||
| 4.3 | EPL | Kenny Greig | Jennifer Douglas | ||
| § | Corporate Documentation | Kirsty Elder | |||
| 5 | Fund Operations | ||||
| 5.1 | Client Information | Neil Anderson | Operations | ||
| § | Client Correspondence | Department | (Not | ||
| § | Client Bank Details | individually | |||
| § | Custodian Details | segregated) | |||
| § | Client Accounting | ||||
| Reports/Documentation | |||||
| 5.2 | Trading Records | ||||
| 5.3 | Stock and Cash Reconciliations | ||||
| 5.4 | Order Management System | ||||
| 5.5 | Corporate Action Documentation | ||||
| 5.6 | Funds Under Management Documentation | ||||
| 5.7 | Pooled Fund Commission/Rebate reports | ||||
| 5.8 | Broker Documentation | ||||
| 6 | Corporate Accounting | ||||
| 6.1 | Accounting Records | Andy Macpherson | Fiona Clarke | ||
| § | Monthly Management Accounts | Sharon Toner |
| § | Reconciliations | Konrad Wyczolkowski |
| § | Trail/Rebate Documentation | Nicola Allan |
| § | Revenue Fee Invoices | Ansab Waseem |
- VAT Returns
- Corporation Tax/Other Tax Schedules
- Budget Schedules
| 6.2 | Statutory Accounts | Andy Macpherson | Fiona Clarke | |
| Sharon Toner | ||||
| Konrad Wyczolkowski | ||||
| Nicola Allan | ||||
| Ansab Waseem | ||||
| 6.3 | Client Communications | Andy Macpherson | Fiona Clarke | |
| § | Fee Invoices | Sharon Toner | ||
| § | Bank Account Details | Konrad Wyczolkowski | ||
| Nicola Allan | ||||
| Ansab Waseem | ||||
| 6.4 | Staff Expenses | Andy Macpherson | Fiona Clarke | |
| Sharon Toner | ||||
| Konrad Wyczolkowski | ||||
| Nicola Allan | ||||
| Ansab Waseem | ||||
| 6.5 | EPL Bank Account Correspondence | Andy Macpherson | Fiona Clarke | |
| Sharon Toner | ||||
| Konrad Wyczolkowski | ||||
| Nicola Allan | ||||
| Ansab Waseem | ||||
| 6.6 | EPL Insurance Policies | Stewart Brown | ||
| Andy Macpherson | ||||
| 7 | Client Services and Sales | |||
| 7.1 | Client Correspondence | Elaine McGrail | ||
| § | Contact Information | Jamie Mackintosh | Ken Fraser | |
| § | Portfolio Reports | Tom Dickson | ||
| § | Performance Reports | Yvonne Dier | ||
| § | Client Bank Details | Mairi Rogers | ||
| 7.2 | Sales Information | Elaine McGrail | ||
| Jamie Mackintosh | Ken Fraser | |||
| Tom Dickson | ||||
| Yvonne Dier | ||||
| Mairi Rogers | ||||
| 8 | Performance | |||
| 8.1 | Performance System | Jeni Puxley | Tomek Kubala | |
| 8.2 | Performance Reporting | Jeni Puxley | Tomek Kubala | |
| 9 | Human Resources | |||
| 9.1 | HR Documentation | Kenny Greig | Charles Duncan | |
| § | Staff Performance Records | |||
| § | Staff Personal Details | |||
| § | Salary Documentation | |||
| § | Pension Documentation | |||
| § | BUPA Information | |||
| § | Staff Absence Records | |||
| § | Staff Disciplinary Records | |||
| 10 | IT Operations and Development | |||
| 10.1 | Systems Administration (passwords) | Kenny Gray | Andy Hyde | |
| Chris Ireland | ||||
| 10.2 | Source code | Robert McElroy | Craig Thomson | |
| Craig Miller | ||||
| 11 | Office Management | |||
| 11.1 | EPL Administration | Jennifer Douglas | Natalie Shah | |
| § | Buildings Documentation | Aneta Boryszewska | ||
| § | Utilities Documentation | |||
| § | Health and Safety Documentation | |||
| § | Building Security Documentation | |||
| 12 | Projects | |||
| 12.1 | Project Administation | Jonathan Mundy | Emma Shropshire |
* Confidential Data - Hard copies are maintained in locked cabinet. Electronic versions have restricted access.
Schedule 5
Edinburgh Partners Ltd
Handling your complaint
Should a client or prospective client wish to make a complaint they should in the first instance contact their client service contact within Edinburgh Partners. The client service contact is responsible for ensuring that the details of the complaint are passed to the Compliance department which is responsible for recording and investigating the complaint.
The Head of Compliance may appoint another person to investigate the complaint provided that person is of a suitable level of competence and seniority and does not have a conflict of interest.
Edinburgh Partners aims to address complaints promptly and appropriately. We aim to provide a full response to the complaint as soon as possible. Where the complaint will take longer than 10 working days to investigate and respond to, we may provide an initial acknowledgement either by phone or in writing and will provide an estimate of how long it will be before a full response can be issued.
We will leave a complaint open until the earlier of: the date the client informs us they are satisfied with the response or one month after we have issued our final response.
In the event that clients or potential clients are not satisfied it is unlikely that they will have recourse to the Financial Ombudsman Service (FOS) in the UK. They may however, have the ability to pursue a civil action.
For notification of complaints please contact -
Client Service Department
0131 270 3800
[email protected]
Complaints are investigated by -
Compliance Department
0131 270 3800
[email protected]
| Schedule 6 | ||||
| Level 1 | Electronic data | Paper based data | ||
| | Financial accounting | Any loss to be reported | | Any loss to be reported |
| information, | immediately, | immediately, | ||
| | Salary & remuneration | Data being taken or | | Papers to be shredded |
| information, | transferred outwith the | after use, | ||
| | Confidential Committee | office must be encrypted. | | Papers to be kept in |
| or meeting papers, | locked drawer / cabinets | |||
| | Staff related documents, | overnight. | ||
| | PA Dealing information, | |||
| | Client fee data, | |||
| | Client / agent banking | |||
| details. | ||||
| Level 2 | Electronic data | Paper based data | ||
| | Incident reports, | Any loss to be reported | | Any loss to be reported |
| | Client agreements, | immediately, | immediately, | |
| | Client reports, | | Papers to be disposed of | |
| | Board papers, | in confidential waste bins. | ||
| | Performance data. | |||
| Level 3 | Electronic data | Paper based data | ||
| | Client presentation | May be taken offsite in | | Papers to be disposed of |
| materials & RFPs, | unencrypted format. | in confidential waste bins. | ||
| | Risk registers, | |||
| | Compliance documents / | |||
| correspondence, | ||||
| | Client correspondence. | |||
Approval Form for Government Official Gift, Meal, Travel, Entertainment, or Special Exception Expenses
FORM A
Date:
Name of EP contact submitting this form:
EP Office Location:
Please Select One of the Following:
Event Pre-Approval Event Name: Location of the event: Date of the event: How many Govt Officials attending: Estimated budget for event: |
[venue name and city] [estimated] |
Please attach the planned agenda for this event
Pre-approval to exceed $2000 annual threshold or other special exception:
Govt Official Name:
Govt Entity / Company:
Country of Govt Entity:
Sales Relationship Manager:
YTD spent on this Govt Official (USD):
Estimated amount to be spent (USD):
Nature of expense:
Pending business:
[only need approval for expense if more than USD $50]
[i.e.: business meal, Due Diligence travel, gift, entertainment, etc.]
[if yes, please describe]
After the above is completed, please email or hand the form to Compliance@edpam email group and they will assist in getting the below approvals.
Signatures for Approval:
Chief Compliance
Officer:
(signature)
(printed name)
(date)
Instructions: Covered Person must obtain prior approval from their Senior Leader (or his/her designee) as described in the Franklin Resources, Inc. Anti-Corruption Policy (the Policy). Please use this Form A to obtain required prior approval when such expenses exceed the thresholds described in the Policy. Only reasonable and bona fide hospitality or other expenditures, such as travel and lodging expenses, directly related to the promotion, demonstration, or explanation of Edinburgh Partners products or services are permitted. Expenditures for the benefit of family members of a GO or payment for such activities as side trips or visits to tourist attractions are strictly prohibited. Gifts should be limited to items of nominal value, such as, EP-branded items.
Form B: Confirmation form for Gift, Meal, Travel, or Entertainment Expenses Provided to Government Officials (Must be submitted with receipts and expense report)
Instructions: Covered Persons must complete this form to confirm any gift, meal, travel, or entertainment expenses provided to a GO (even if the expense did not require prior approval). Form B should be attached to expense reports and submitted in accordance with the Global Expense Management Policy.
Analysis Code: ANL 8825
Requestor Details
Name Department Location/Affiliate
Company Employees or
consultants accompanying
Government Officials
Information Regarding Government Officials
| Amount per | ||||||||
| Description of Gift, Travel, | Reason for Gift, Travel, Entertainment or | Expense | Amount per | |||||
| Name of Govt Official | Title of Govt Official | Govt Entity | person (expense | FX Rate | ||||
| Entertainment or Education | Education | Currency | person (USD) | |||||
| currency) |
| By signing this form, the Requestor confirms that the expenses did not exceed approved amounts. If there are any exceptions to this representation, | |
| the Covered Person must attach hereto a copy of the prior written approval of the expense. | Signature of Requestor |
CODE OF ETHICS AND PERSONAL INVESTMENT POLICY
For
| Lazard Asset Management LLC |
| Lazard Asset Management Securities LLC |
| Lazard Asset Management (Canada), Inc. |
And
Certain Registered Investment Companies
This Code of Ethics and Personal Investment Policy (the Policy or this Code) has been adopted by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada), Inc. (collectively LAM), and the U.S.-registered investment companies advised, managed or sponsored by LAM that have adopted this Policy (LAM Funds), to set forth (A) the standards of business conduct expected of Covered Persons (as defined below) and (B) certain procedures designed to minimize conflicts and potential conflicts of interest between LAM employees and LAMs Clients (including the LAM Funds), and between LAM Fund directors or trustees (Directors) and the LAM Funds. The Policy is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (the Advisers Act), Rule 17j-1 under the Investment Company Act of 1940 (1940 Act) and NFA Compliance Rule 2-9. Section II of the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such practices respecting purchases or sales of Securities held or to be acquired by LAM Client accounts. It is also designed to prevent such practices, including short-term trading or market timing, as they relate to Covered Persons investments in open-end mutual funds whether or not managed by LAM.
All employees of LAM, including employees who serve as Fund officers or directors, are treated as access persons under the Advisers Act. They are herein referred to as Covered Persons, and are required to adhere to this Policy as well as all laws and regulations applicable to LAMs business activities. Consultants to LAM also may be deemed Covered Persons by LAMs Chief Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to this Policy as indicated below.
I. Statement of Principles
LAM is an investment adviser registered with the Securities and Exchange Commission and offers discretionary and non-discretionary asset management services to its Clients, including the Funds. Accordingly, LAM and its employees serve as fiduciaries to these Clients. This fiduciary relationship requires LAM and Covered Persons to adhere to the highest standards of ethical conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as fiduciaries LAM and Covered Persons must place the interests of the firms Clients above their own. (Detailed descriptions of LAMs fiduciary duties are set forth in Section 1 of the LAM Compliance Manual.)
In order to promote compliance with these fiduciary duties, and to manage potential conflicts of interest, LAM has adopted without limitation:
- The personal investment procedures set forth in Section II of this Policy;
- Restrictions on the provision and receipt of gifts and business entertainment, as set forth in Section 33 of the LAM Compliance Manual;
- The political contribution pre-clearance requirements set forth in Section 36 of the LAM Compliance Manual;
- The outside business activity pre-clearance requirements set forth in Section 34 of the LAM Compliance Manual;
- The policies promoting best execution and prohibiting directed brokerage consistent with Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance Manual;
- The insider trading and Lazard Information Barrier policies set forth in Section 32 of the LAM Compliance Manual; and
- Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as set forth in Section 4 of the LAM Compliance Manual.
LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy of which is published on Lazard.com.
Ensuring compliance with the firms policies and applicable laws is the responsibility of every Covered Person. LAM employees are required to report suspected violations to their supervisors or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate against individuals who report suspected violations in good faith. (Details of LAMs non-retaliation policy may be found in Section 1 of the LAM Compliance Manual.)
II. Personal Investment Policy & Procedures A. Overview
All Covered Persons owe a fiduciary duty to LAMs Clients when conducting their personal
investment transactions. Covered Persons must place the interest of Clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the Clients. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.
Covered Persons are reminded that they also are subject to other policies of LAM, including the policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears noting that Covered Persons must never trade in a security while in possession of material, non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.
LAMs Chief Compliance Officer shall be responsible for supervising the firms implementation of this Code and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate certain of the functions under this Policy to others in the Legal & Compliance Department, and shall promptly report to LAMs General Counsel or the Chief Executive Officer all material violations of, or material deviations from, this Policy. This Policy will be delivered as appropriate to the Directors, who also will be asked to approve any material amendments to the Policy.
B. Definitions
Investment Personnel of a LAM Fund or LAM, for purposes of this Policy, includes:
| 1. | Any employee of the LAM Fund or LAM (or of any company in a control relationship to the LAM Fund or LAM) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the LAM Fund. |
| 2. | Any natural person who controls the LAM Fund or LAM and who obtains information concerning recommendations made to the LAM Fund regarding the purchase or sale of securities by the LAM Fund. |
Personal Securities Accounts, for purposes of this Policy include any account in or through which a Security can be purchased or sold, which includes, but is not limited to, a brokerage account; a custody account; a bank account; an individual retirement account; a 401(k) plan account that allows investments in Securities beyond open-end mutual funds; and variable annuity accounts or variable life insurance policies that allow investments in Securities beyond open-end mutual funds. Such Personal Securities Accounts include:
| 1. | Accounts in the Covered Persons or Directors name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A); |
| 2. | Accounts in the name of the Covered Persons or Directors spouse; |
| 3. | Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or |
| Director is wholly or partially responsible (together with the Covered Persons or Directors spouse and minor children, Related Persons); 1 | |
| 4. | Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions. |
For purposes of this Policy, Personal Securities Accounts do not include the following, and each such Account and any transaction in Securities in such Account are not subject to Section II.C through Section II.I of this Policy2:
| 1. | Estate or trust accounts in which a Covered Person or Related Person has a beneficial interest, but no power to affect investment decisions, and fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another person/entity approved by the Legal & Compliance Department are permitted to be excepted from the definition if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from the Legal & Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser (or such other approved person/entity) to the account and such person with regard to investment decisions prior to execution; |
| 2. | Other accounts over which the Covered Person or Related Person has no direct or indirect influence or control, provided the Covered Person obtains consent to maintain the account, and permission to be excepted from the definition, by the Legal & Compliance Department; |
| 3. | 401(k) plan account and similar retirement accounts that permit the participant to invest only in open-end mutual funds and where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds;3 |
| 4. | Accounts that may only invest in open-end mutual funds that are not LAM Funds or Sub-Advised Funds, or similar accounts (e.g., direct investment accounts at mutual fund sponsor firms, variable annuity/life contracts issued by investment companies registered under the 1940 Act) where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds. |
| 5. | Qualified state tuition programs (also known as 529 Programs) where investment options and frequency of transactions are limited by state or federal laws. |
A Security or Securities, for purposes of this Policy, generally includes any instrument defined in Section 2(a)(36) of the 1940 Act, including the following:
1 Unless otherwise indicated, all provisions of this Code apply to Related Persons.
2 Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with respect to transactions in Securities through such accounts.
3 In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.
| 1. | stocks |
| 2. | corporate bonds |
| 3. | shares of closed-end funds, exchange-traded funds (commonly referred to as ETFs), exchange-traded notes (ETNs) and unit investment trusts |
| 4. | shares of open-end mutual funds (including the LAM Funds or any mutual fund for which LAM serves as a sub-adviser (Sub-Advised Funds))4 |
| 5. | interests in hedge funds |
| 6. | interests in private equity funds |
| 7. | limited partnerships |
| 8. | private placements or unlisted securities |
| 9. | debentures, and other evidences of indebtedness, including senior debt and, subordinated debt |
| 10. | investment, commodity or futures contracts |
| 11. | all derivative instruments such as swaps, options, warrants and structured securities |
For purposes of this Policy, a Security does not include:
| 1. | money market mutual funds |
| 2. | U.S. Treasury obligations (including state and municipal securities collateralized by U.S. Treasury obligations) |
| 3. | mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government |
| 4. | bankers acceptances |
| 5. | bank certificates of deposit |
| 6. | commercial paper |
| 7. | high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements. |
C. Opening and Maintaining Employee Accounts
All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at a broker-dealer approved by the Legal & Compliance Department which will electronically transmit Personal Securities Account information to the Financial Tracking System
4 A current list of Sub-Advised Funds is maintained by LAMs operations group and shared with the Legal & Compliance Department and is available to employees upon request.
(the Approved Broker-Dealers). Covered Persons and their Related Persons who have Personal Securities Accounts at a broker-dealer that is not capable of transmitting information to the Financial Tracking System electronically generally will be required to transfer such Accounts to an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of Approved Broker-Dealers is set forth in Exhibit B.
In rare cases, LAMs Chief Compliance Office or his/her designee may allow Covered Persons or Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker-Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or service desired by the Covered Person or Related Person, or (B) a Related Person must maintain their Accounts at a specific broker-dealer, by reason of their employment, or (C) in other exceptional circumstances. Covered Persons may submit a request for exemption to the Legal & Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal & Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 55th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account that is not maintained at an Approved Broker-Dealer.
It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to LAMs Legal & Compliance Department. Pursuant to Section H below, new Covered Persons must disclose their Personal Securities Accounts, and those of their Related Persons, through the Financial Tracking System (or directly to the Legal & Compliance Department) within ten (10) calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal & Compliance Department, before any trading in Securities takes place.
D. Restrictions
All trades by Covered Persons or Related Persons in Securities through Personal Securities Accounts must be pre-approved through the Financial Tracking System (or directly by the Legal & Compliance Department where access to the System is not possible) pursuant to the procedures and exceptions set forth in Section E below (the Pre-Clearance Requirement).
| 1. | Conflicts with Client Activity. Subject to the exceptions below, no Security may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM Client account trades in the same security (the Blackout Period). |
| 2. | Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be purchased or sold in any Personal Securities Account. |
| 3. | 90 Day Holding Period. Securities transactions, including transactions in LAM Funds or Sub-Advised Funds and any derivatives, must be for investment purposes rather than for speculation. Consequently, subject to Section E below, Covered Persons or their Related Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e., |
a security acquired may be sold on the 91st day but not the 89th day after acquisition), calculated on a First In, First Out (FIFO) basis (the 90 Day Hold). Profits from sales that occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to Section J below.
4. Public Offerings. No transaction for a Personal Securities Account may be made in Securities sold in an initial public offering or secondary offering.
5. Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person or Related Person without the prior approval of LAMs Chief Compliance Officer or his/her designee. Pre-approval of such investments must be requested by Covered Persons through
the Financial Tracking System. In connection with any decision to approve such a private placement, the Legal & Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire Securities in a private placement must disclose that investment when the Covered Person participates in a subsequent consideration of an investment in such issuer by or for a LAM Client and any decision by or made on behalf of the LAM Client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.
6. Private Funds. Private funds are sold on a private placement basis and as noted above are subject to prior approval by LAMs Legal & Compliance Department through the Financial Tracking System. In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the funds offering memorandum, subscription documents and other governing documents (Offering Documents), along with any side letters, as deemed appropriate in order to ensure that the proposed investment is being made in a manner that does not conflict with LAMs fiduciary duties.
Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal & Compliance Department will contact the Fund of Funds Group (the Team) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal & Compliance Department if the fund is on the Teams approved list or if the Team is otherwise interested in investing Client assets in the fund. If the fund is not on the Teams approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Persons investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal & Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Persons request will be denied and priority will be given to the Team to invest Client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the
Covered Persons investment will be reviewed by the Chief Compliance Officer or his or her designee as described above.
7. Short Sales. Covered Persons are prohibited from engaging directly in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund interest or other permitted Security that engages in short selling is permitted. Covered Persons are prohibited from buying or otherwise taking a "long" position in a put option when they do not hold the underlying stock since this can result in a short sale on the expiration date of the contract.
8. Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (Inside Information) as outlined in Section 32 of the LAM Compliance Manual; and
9. Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted by Lazard on behalf of Covered Persons or Related Persons through company programs. Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of which are determined by Lazard senior management; typically, LAZ trading will be prohibited beginning two weeks before each calendar quarter end through a date that is two business days after a public earnings announcement. Covered Persons are prohibited from entering into options contracts related to LAZ shares.
10. Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These financial instruments are inconsistent with the provisions of this Code, insofar as they generally are designed to be held for short-term periods and can invite speculative trade decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C.
11. Directorships. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAMs Chief Compliance Officer or General Counsel, pursuant to Section 34 of the LAM Compliance Manual.
12. Control of Issuer. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.
E. Exemptions
The Chief Compliance Officer or his/her designee may determine that one of the following exemptions to the Policy applies:
1. Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold. a) Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds are exempt from these three requirements. However, Covered Persons and Related
Persons are required to trade in such fund shares in compliance with the applicable prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance Requirement and 90 Day Hold. b) Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt from these three requirements; however, sales of any ETFs or ETNs in response to a margin call are subject to the Pre-Clearance Requirement. c) Sales attributable to tax-loss harvesting by a Covered Person or Related Person are subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or the Blackout Period. d) Transactions in connection with corporate actions are also exempt from each of the Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day Hold. e) Direct investment programs, which allow the purchase of Securities directly from the issuer without the intermediation of a broker-dealer are exempt from the Blackout Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the Covered Persons obtains Pre-Clearance prior to participating in such program.
Covered Persons also must provide Required Reporting Information relating to such investments in the annual report as specified in Section H.4. f) The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall not apply to transactions for which the Covered Person or Related Person does not have, or has relinquished, control. Examples include trades related to (1) deferred compensation award vestings (exempt from all three); (2) the exercise of Security-related rights on a pro rata basis (exempt from all three); and (3) a commitment to trade predetermined amounts of a Security on a specific future date, pre-arranged with the Legal & Compliance Department (exempt from Blackout Period only).
2. Exceptions to the Pre-Clearance and/or Blackout Period a) Discretionary Exceptions. Purchases or sales of Securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal & Compliance Department, may be exempted from the Blackout Period if such purchases or sales are determined to be unlikely to have any material negative economic impact on or give rise to an appearance of impropriety with respect to any Client account managed or advised by LAM. For example, the Chief Compliance Officer or his/her designee may find no conflicts or improprieties where Client activity within a Blackout Period is related to non-material inflows or outflows rather than discretionary investment decisions.
b) De Minimis Exemptions. The Blackout Period shall not apply to any transaction in (1) an equity Security which does not exceed an aggregate transaction amount of $50,000 of the security, provided the issuer has a market capitalization greater than US $5 billion; (2) an equity Security which does not exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization between US $500 million and US $5 billion; and (3) fixed income Securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity Securities.
For purposes of clarity, any Securities subject to an exception above must be included on reports required to be submitted to the Legal & Compliance Department consistent with this Policy.
Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in LAZ when a corporate trading prohibition is applicable.
F. Prohibited Recommendations
No Investment Personnel shall recommend or execute any Securities transaction for any LAM Client account under his/her discretionary management, without having disclosed, through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/her designee any direct or indirect interest in such Securities or issuers (including any such interest held by a Related Person). Similarly, no Investment Personnel shall execute any Securities transaction for his/her Personal Securities Account without having disclosed through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/he designee, any direct or indirect interest that LAM Client accounts under his/her discretionary management may have. The interest could be in the form of:
| 1. | Any direct or indirect beneficial ownership of any Securities of such issuer; |
| 2. | Any contemplated transaction by the person in such Securities; |
| 3. | Any position with such issuer or its affiliates; or |
| 4. | Any present or proposed business relationship between such issuer or its affiliates and the Investment Personnel or any party in which such Investment Personnel have a significant interest. |
The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this Section F, within the discretion of the Chief Compliance Officer or his/her designee.
G. Transaction Approval Procedures Financial Tracking System
All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts must receive prior approval from the LAM Legal & Compliance Department as described below. To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:
1. Electronically complete and sign the relevant trade request form in the Financial Tracking system, completing all fields accurately [https://secure.financial-tracking.com/login].
2. After the request is processed, the Covered Person will be notified by the Financial Tracking System if the order is approved or not approved. If the order is approved, the Covered Person or Related Person is responsible to transmit the order to the broker-dealer where his or her account is maintained.
Trade approvals from the Financial Tracking System are only valid for the business day in which they are issued. If the approved trade is not executed by the broker-dealer of the Covered Person or Related Person on the business day the approval is received, the proposed trade must be resubmitted to the Financial Tracking System for re-approval.
Pre-clearance requests will be processed though the Financial Tracking System each business day from approximately 8:30 a.m. ET through 3:45 p.m. ET. The Legal & Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. This is especially the case where pre-clearance requests are received late in the business day. Certain factors, such as time of day the order is submitted or length of time it takes to confirm Client activity, all play a role in the length of time it takes to preclear a transaction.
H. Required Reporting
1. Initial Certification. Within 10 days of becoming a Covered Person, such Covered Person must submit to the Legal & Compliance Department an acknowledgement that they have received a copy of this Policy, and that they have read and understood its provisions.
2. Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered Person must submit to the Legal & Compliance Department a statement of all Securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each Security, (ii) the name of any broker, dealer, insurance company, or bank with whom the Covered Person maintained an account in which any Securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person; (i), (ii) and (iii), together with any other information required by the Financial Tracking System, being the Required Reporting Information. The Required Reporting Information provided in this statement must be current as of a date no more than 45 days prior to the Covered Persons date of employment at LAM.
3. Quarterly Report. Within 30 days after the end of each calendar quarter, each Covered Person must provide a statement including the Required Reporting Information to the Legal & Compliance Department via the Financial Tracking System relating to Securities transactions executed during the previous quarter for all Personal
Securities Accounts and any new Personal Securities Accounts in which any Securities were held established during the previous quarter for the direct or indirect benefit of the Covered Person. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.
4. Annual Report. Each Covered Person shall submit within 45 days after the end of each calendar year an annual report to the Legal & Compliance Department via the Financial Tracking System showing, as of the end of the calendar year the Required Reporting Information for each account in which any Securities are held for the direct or indirect benefit of the Covered Person or Related Persons. For purposes of clarity, a Covered Persons investments in any direct investment program must be reported on the Covered Persons annual report.
5. Annual Certification. All Covered Persons are required to certify annually via the Financial Tracking System that they have (i) read and understand this Policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all Personal Securities Accounts and transactions required to be disclosed or reported pursuant to this Code. LAM will maintain a copy of this Policy on the intranet site accessible to all Covered Persons, and its annual certification request will identify the location of the Policy to all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered Persons electronically.
I. Fund Directors.
Each Director who is not an interested person (as defined in the 1940 Act) of a LAM Fund and who would be required to provide reports pursuant to Section II.H of this Policy solely by reason of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2), except that the Director shall make a quarterly report to the Legal & Compliance Department of transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Director's transaction a LAM Fund on whose board the Director serves purchased or sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.
J. Sanctions.
The Legal & Compliance Department shall track all violations of this Policy and may impose appropriate sanctions, including without limitation warnings, disgorgement of trading profits to charity, and suspension of personal trading privileges. The Department shall report all material violations to LAMs Chief Executive Officer or General Counsel, who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fines, or suspension / termination of the violators employment.
K. Retention of Records.
All records relating to personal Securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal & Compliance Department shall have the responsibility for maintaining records created under this policy.
L. Board Review.
The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding activity under this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.
M. Other Codes of Ethics.
To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or, for an open-end Fund only, principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.
Exhibit A
EXPLANATION OF BENEFICIAL OWNERSHIP
You are considered to have Beneficial Ownership of Securities if you have or share a direct or indirect Pecuniary Interest in the Securities.
You have a Pecuniary Interest in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.
The following are examples of an indirect Pecuniary Interest in Securities:
1. Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.
2. Your interest as a general partner in Securities held by a general or limited partnership.
3. Your interest as a manager-member in the Securities held by a limited liability company.
4. A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function.
You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.
The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:
1. Your status as a trustee where either you or a member of your immediate family is a trust beneficiary.
2. Your status as a trust beneficiary and you have or share investment control over trust transactions.
3. Your status as a settler of a trust if you have the right to revoke the trust without the consent of a beneficiary and you have or share investment control over the Securities in the trust.
The foregoing is only a summary of the meaning of beneficial ownership. For purposes of the attached policy, beneficial ownership shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.
Exhibit B
APPROVED BROKER-DEALERS
PREFERRED BROKERS
Fidelity
Charles Schwab
OTHER APPROVED BROKERS
Ameriprise E Trade Interactive Brokers Merrill Lynch Morgan Stanley Scottrade TD Ameritrade UBS
Exhibit C
PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)
Note: This is not an exhaustive list of prohibited levered ETFs and ETNs.
| Ticker | Name |
| AGA | DB AGRICULTURE DOUBLE SHORT |
| AGLS | ADVSHRS ACCUVEST GBL LNG SHR |
| AGQ | PROSHARES ULTRA SILVER |
| AMJL | CREDIT SUISSE X-LINKSMP2XLVGALRN |
| BAR | DIREXION DAILY GOLD BULL 3X |
| BARS | DIREXION DAILY GOLD BEAR 3X |
| BDCL | ETRACS 2X WELLS FARGO BDCI |
| BDD | DB BASE METALS DOUBLE LONG |
| BGU | DIREXION DAILY LARGE CAP BULL 3X |
| BGZ | DIREXION DAILY LARGE CAP BEAR 3X |
| BIB | PROSHARES ULTRA NASD BIOTECH |
| BIS | PROSHARES ULTRASHORT NAS BIO |
| BOIL | PROSHARES ULTRA BLOOMBERG NA |
| BOM | DB BASE METALS DOUBLE SHORT |
| BRIL | DIREXION DAILY BRIC BULL 3X |
| BRIS | DIREXION DAILY BRIC BEAR 3X |
| BRZS | DIREXION DAILY BRAZIL BEAR 3 |
| BRZU | DIREXION DAILY BRAZIL BULL 3 |
| BUNT | DB 3X GERMAN BUND FUTURES |
| BXDC | BARCLAYS ETN+SHORT C S&P 500 |
| BXDD | BARCLAYS ETN+SHORT D S&P 500 |
| BXUB | BARCLAYS ETN+LONG B S&P 500 |
| BXUC | BARCLAYS ETN+LONG C S&P 500 |
| BZQ | PROSHARES ULTRASHORT MSCI BR |
| CEFL | ETRACS MONTH PAY 2X LEV C/E |
| CHAU | DIREXION DAILY CSI 300 CHI A BULL 2X |
| CLAW | DIREXION DLY HOMEBLD SUP BEAR 3X |
| CMD | ULTRASHORT DJ-UBS COMMODITY PR |
| COWL | DIREXION DLY AGRI BULL 3X |
| COWS | DIREXION DAILY AGRI BEAR 3X |
| CROC | PROSHARES ULTRASHORT AUD |
| CSMB | X-LINKS 2XLEVRG MERGER ARB |
| CURE | DIREXION HEALTHCARE BULL 3X |
| CZI | DIREXION CHINA BEAR 3X SHARES |
| CZM | DIREXION CHINA BULL 3X SHARES |
| DAG | DB AGRICULTURE DOUBLE LONG |
| DDM | PROSHARES ULTRA DOW30 |
| DEE | DB COMMODITY DOUBLE SHORT |
| DGAZ | VELOCITYSHARES 3X INVERSE NA |
| DGLD | VELOCITYSHARES 3X INVERSE GO |
| DGP | DB GOLD DOUBLE LONG ETN |
| DIG | PROSHARES ULTRA OIL & GAS |
| DPK | DIREXION DAILY DEV M BEAR 3X |
| DPST | DIREXION DLY REG BANKS BULL 3X |
| DRIP | DIREXION DLY SP OIL GAS EXP BEAR 3X |
| DRN | DIREXION DLY REAL EST BULL3X |
| DRR | MARKET VECTORS DBL SHORT EUR |
| DRV | DIREXION DLY REAL EST BEAR3X |
| DSLV | VELOCITYSHARES 3X INVERSE SI |
| DSTJ | JPMORGAN 2X SHORT TREASURY |
| DSXJ | JPMORGAN 2X SHORT 10 YR TREA |
| DTO | DB CRUDE OIL DOUBLE SHORT |
| DUG | PROSHARES ULTRASHORT OIL&GAS |
| DUST | DIREXION DAILY GOLD MINERS I |
| DVHL | ETRACS MON PAY 2XLEV HI INC |
| DVYL | ETRACS 2X DJ SEL DVD ETN |
| DWTIF | VELOCITYSHARES 3X INVERSE CR |
| DXD | PROSHARES ULTRASHORT DOW30 |
| DXO | POWERSHARES DB CRUDE OIL 2X |
| DYY | DB COMMODITY DOUBLE LONG |
| DZK | DIREXION DLY DEV MKT BULL 3X |
| DZZ | DB GOLD DOUBLE SHORT ETN |
| EDC | DIREXION DLY EMG MKT BULL 3X |
| EDZ | DIREXION DLY EMG MKT BEAR 3X |
| EET | PROSHARES ULT MSCI EMER MKTS |
| EEV | PROSHARES ULTSHRT MSCI EM |
| EFO | PROSHARES ULTRA MSCI EAFE |
| EFU | PROSHARES ULTSHRT MSCI EAFE |
| EMLB | IPATH LONG ENHANCED MCSI EM IN |
| EMSA | IPATH SE MSCI EM INDEX ETN |
| EPV | PROSHARES ULTRASHORT FTSE EU |
| ERX | DIREXION DAILY ENERGY BUL 3X |
| ERY | DIREXION DLY ENERGY BEAR 3X |
| EUO | PROSHARES ULTRASHORT EURO |
| EURL | DIREXION DAILY FTSE EUROPE B |
| EURZ | DIREXION DAILY FTSE EUROPE B |
| EWV | PROSHARES ULTSHRT MSCI JAPAN |
| EZJ | PROSHARES ULTRA MSCI JAPAN |
| FAS | DIREXION DAILY FIN BULL 3X |
| FAZ | DIREXION DAILY FINL BEAR 3X |
| FBG | FI ENHANCED BIG CAP GR ETN |
| FBGX | FI ENHANCED LARGE CAP GROWTH |
| FCGL | DIREXION DAILY NATURAL GAS |
| FEEU | FI ENHANCED EUROPE 50 ETN |
| FIBG | CS FI ENHANCED BIG CAP GROW |
| FIEG | FI ENHANCED GLOBAL HI YLD |
| FIEU | CS FI ENHANCED EUROPE 50 ETN |
| FIGY | FI ENHANCED GLOBAL HIGH YLD |
| FINU | PROSHARES ULTRAPRO FINANCIAL |
| FINZ | PROSHARES ULTRAPRO SHORT FIN |
| FLGE | FI LARGE CAP GROWTH ENHANCED |
| FOL | FACTORSHARES 2X: OIL-S&P500 |
| FSA | FACTORSHARES 2X: TBD-S&P500 |
| FSE | FACTORSHARES 2X: S&P500-TBD |
| FSG | FACTORSHARES 2X: GOLD-S&P500 |
| FSU | FACTORSHARES 2X: S&P500-USD |
| FXP | PROSHARES ULTRASHORT FTSE CH |
| GASL | DIREXION DLY NAT GAS BULL 3X |
| GASX | DIREXION DLY NAT GAS BEAR 3X |
| GDAY | PROSHARES ULT AUSTRALIAN DOL |
| GLDL | DIREXION DAILY GOLD BULL 3X |
| GLDS | DIREXION DAILY GOLD BEAR 3X |
| GLL | PROSHARES ULTRASHORT GOLD |
| GUSH | DIREXION DLY SP OIL GAS EXP BULL 3X |
| HAKD | DIREXION DAILY CYBER SEC BEAR 2X |
| HAKK | DIREXION DAILY CYBER SEC BULL 2X |
| HBU | PROSHARES ULTRA HOMEBUILDERS |
| HBZ | PROSHARES ULTRA SHORT HOMEBLD |
| HOML | ETRACS MON RESET 2X LEV ISE EHB |
| HYDD | DIREXION DAILY HIGH YIELD BEAR 2X |
| IGU | PROSHARES ULTRA INVEST GRADE |
| INDL | DIREXION DAILY MSCI INDIA BU |
| INDZ | DIREXION DAILY INDIA BEAR 3X |
| IPLT | 2X INVERSE PLATINUM ETN |
| ITLT | POWERSHARES DB 3X ITAL TR BD |
| J10L | GUGGENHEIM INVERSE 2X S&P 50 |
| J10U | GUGGENHEIM 2X S&P 500 ETF |
| JDST | DIREXION DLY JR GOLD BEAR 3X |
| JGBD | DB 3X INVERSE JAPANESE GOVT |
| JGBT | DB 3X JAPANESE GOVT BND FUT |
| JNUG | DIRXN DAILY JR BULL GOLD 3X |
| JPNL | DIREXION DAILY JAPAN 3X BULL |
| JPNS | JAPAN DAILY JAPAN 3X BEAR |
| JPX | PROSHARES U/S MSCI PAC X-JPN |
| KOLD | PROSHARES ULTRASHORT BLOOMBE |
| KORU | DIREXION DAILY SK BULL 3X |
| KORZ | DIREXION DAILY SOUTH KOREA |
| KRU | PROSHARES ULTRA S&P REGIONAL |
| LABD | DIREXION DAILY SP BIOTECH BEAR 3X |
| LABU | DIREXION DAILY SP BIOTECH BULL 3X |
| LBJ | DIREXION DLY LAT AMER BULL3X |
| LBND | DB 3X LONG 25+ YEAR TREASURY |
| LHB | DIREXION DLY LATIN AMER 3X |
| LMLP | ETRACS MNTH PAY 2XL WF MLP |
| LPLT | 2X LONG PLATINUM ETN |
| LRET | ETRACS MON PAY 2XLEV MSCI SU REIT |
| LSKY | ETRACS MONTHLY 2XLEVERAGED ISE |
| LTL | PROSHARES ULTRA TELECOMMUNIC |
| MATL | DIREXION DLY BAS MAT BULL 3X |
| MATS | DIREXION DLY BAS MAT BEAR 3X |
| MDLL | DIREXION DAILY MID CAP BULL 2X |
| MFLA | IPATH LE MSCI EAFE INDEX ETN |
| MFSA | IPATH SE MSCI EAFE INDEX ETN |
| MIDU | DIREXION DLY MID CAP BULL 3X |
| MIDZ | DIREXION DLY MID CAP BEAR 3X |
| MLPL | ETRACS 2X LEV LG ALERIAN MLP |
| MLPQ | ETRACS 2X MON LEV ALER MLP INFRA |
| MLPZ | ETRACS 2X MON LEV SP MLP INDEX B |
| MORL | ETRACS MONTHLY PAY 2XLEVERAG |
| MVV | PROSHARES ULTRA MIDCAP400 |
| MWJ | DIREXION DAILY MID CAP BULL 3X SHA |
| MWN | DIREXION DAILY MID CAP BEAR 3X SH |
| MZZ | PROSHARES ULTSHRT MIDCAP400 |
| NAIL | DIREXION DAILY HOMEBL SUP BULL 3X |
| NUGT | DIREXION DAILY GOLD MINERS I |
| PILL | DIREXION DLY PHARMA MED BULL 2X |
| PILS | DIREXION DLY PHARMA MED BEAR 2X |
| PST | PROSHARES ULTRASHORT 7-10 YR |
| QID | PROSHARES ULTRASHORT QQQ |
| QLD | PROSHARES ULTRA QQQ |
| REA | RYDEX 2X ENERGY |
| REC | RYDEX INV 2X S&P ENERGY |
| RETL | DIREXION DLY RETAIL BULL 3X |
| RETS | DIREXION DLY RETAIL BEAR 3X |
| REW | PROSHARES ULTRASHORT TECH |
| RFL | RYDEX 2X FINANCIAL |
| RFN | RYDEX INV 2X FINANCIAL |
| RHM | RYDEX 2X HEALTH CARE |
| RHO | RYDEX INV 2X HEALTH CARE |
| RMM | RYDEX 2X S&P MIDCAP 400 ETF |
| RMS | RYDEX INVERSE 2X S&P MIDCAP |
| ROLA | IPATH LX RUSSELL 1000 ETN |
| ROM | PROSHARES ULTRA TECHNOLOGY |
| ROSA | IPATH SX RUSSELL 1000 ETN |
| RRY | RYDEX 2X RUSSELL 2000 ETF |
| RRZ | RYDEX INVERSE 2X RUSS 2000 |
| RSU | GUGGENHEIM 2X S&P 500 ETF |
| RSU | GUGGENHEIM 2X S&P 500 ETF |
| RSW | GUGGENHEIM INVERSE 2X S&P 50 |
| RSW1 | GUGGENHEIM INVERSE 2X S&P 50 |
| RTG | RYDEX 2X TECHNOLOGY |
| RTLA | IPATH LX RUSSELL 2000 ETN |
| RTSA | IPATH SX RUSSELL 2000 ETN |
| RTW | RYDEX INV 2X TECHNOLOGY |
| RUSL | DIREXION RUSSIA BULL 3X |
| RUSS | DIREXION DLY RUSSIA BEAR 3X |
| RWXL | UBS ETRACS M PY 2XLVG DJ INTL RELES |
| RXD | PROSHARES ULTRASHORT HEALTH |
| RXL | PROSHARES ULTRA HEALTH CARE |
| SAA | PROSHARES ULTRA SMALLCAP600 |
| SBND | DB 3X SHORT 25+ YEAR TREAS |
| SCC | PROSHARES ULTRASHORT CONS SV |
| SCO | PROSHARES ULTRASHORT BLOOMBE |
| SDD | PROSHARES ULTRASHORT SC600 |
| SDK | PROSHARES ULTSHRT RUS MC GRW |
| SDOW | PROSHARES ULTPRO SHRT DOW30 |
| SDP | PROSHARES ULTSHRT UTILITIES |
| SDS | PROSHARES ULTRASHORT S&P500 |
| SDYL | ETRACS 2X S&P DVD ETN |
| SFK | PROSHARES ULTSHRT R1000 GRW |
| SFLA | IPATH LX S&P 500 ETN |
| SFSA | IPATH SX S&P 500 ETN |
| SICK | DIREXION DLY HLTHCRE BEAR 3X |
| SIJ | PROSHARES ULTSHRT INDUSTRIAL |
| SINF | PROSHARES ULTRAPRO SHORT 10Y |
| SJF | PROSHARES ULTSHRT R1000 VALU |
| SJH | PROSHARES ULTRASHRT R2000 VA |
| SJL | PROSHARES ULTSHRT MC VALUE |
| SKF | PROSHARES ULTSHRT FINANCIALS |
| SKK | PROSHARES ULTSHRT RUS 2000 G |
| SMDD | PROSHARES ULTPRO SHRT MC400 |
| SMHD | ETRACS MON PAY 2X LEV US SM CAP H |
| SMK | PROSHARES ULTRASHORT MSCI ME |
| SMLL | DIREXION DAILY SM CAP BULL 2X |
| SMN | PROSHARES ULTSHRT BASIC MAT |
| SOXL | DIREXION DAILY SEMI BULL 3X |
| SOXS | DIREXION DAILY SEMICON 3X |
| SPLX | ETRACS MNTHLY RESET 2XS&P500 |
| SPUU | DIREXION DAILY S&P 500 2X |
| SPXL | DIREXION DAILY S&P 500 BULL |
| SPXS | DIREXION DAILY S&P 500 BEAR |
| SPXU | PROSH ULTRAPRO SHORT S&P 500 |
| SQQQ | PROSHARES ULTRAPRO SHORT QQQ |
| SRS | PROSHARES ULTRASHORT RE |
| SRTY | PROSHARES ULTRAPRO SHRT R2K |
| SSDL | ETRACS MONTHLY 2X LEV ISE SSD IND |
| SSG | PROSHARES ULTSHRT SEMICONDUC |
| SSO | PROSHARES ULTRA S&P500 |
| SYTL | DIREXION DAILY 7-10 YR TREA BULL 2X |
| SZK | PROSHARES ULTSHRT CONS GOODS |
| TBT | PROSHARES ULTRASHORT 20+Y TR |
| TBZ | PROSHARES ULTRASHORT 3-7 TSY |
| TECL | DIREXION DAILY TECH BULL 3X |
| TECS | DIREXION DAILY TECH BEAR 3X |
| TLL | PROSHARES ULTRASHORT TELECOM |
| TMF | DIREXION DLY 20+Y T BULL 3X |
| TMV | DIREXION DLY 20+Y TR BEAR 3X |
| TNA | DIREXION DLY SM CAP BULL 3X |
| TPS | PROSHARES ULTRASHORT TIPS |
| TQQQ | PROSHARES ULTRAPRO QQQ |
| TTT | PROSHARES ULT -3X 20+ YR TSY |
| TVIX | VELOCITYSHARES 2X VIX SH-TRM |
| TVIZ | VELOCITYSHARES 2X VIX MED-TM |
| TWM | PROSHARES ULTRASHORT R2000 |
| TWQ | PROSHARES ULTSHRT RUSS 3000 |
| TYD | DIREXION DLY 7-10Y T BULL 3X |
| TYH | DIREXION DAILY TECHNOLOGY BULL3X |
| TYO | DIREXION DLY 7-10Y T BEAR 3X |
| TYP | DIREXION DAILY TECHNOLOGY BEAR3X |
| TZA | DIREXION DLY SM CAP BEAR 3X |
| UBR | PROSHARES ULTRA MSCI BRAZIL |
| UBT | PROSHARES ULTRA 20+ YEAR TSY |
| UCC | PROSHARES ULTRA CONS SERVICE |
| UCD | PROSHARES ULTRA BLOOMBERG CO |
| UCO | PROSHARES ULTRA BLOOMBERG CR |
| UDNT | POWERSHARES DB 3X SHRT USD |
| UDOW | PROSHARES ULTRAPRO DOW30 |
| UGAZ | VELOCITYSHARES 3X LG NAT GAS |
| UGE | PROSHARES ULTRA CONSUM GOODS |
| UGL | PROSHARES ULTRA GOLD |
| UGLD | VELOCITYSHARES 3X LONG GOLD |
| UINF | PROSHARES-ULTRAPRO 10 YR TIP |
| UJB | PROSHARES ULTRA HIGH YIELD |
| UKF | PROSHARES ULTRA RUS 1000 GR |
| UKK | PROSHARES ULTRA RUSS 2000 GR |
| UKW | PROSHARES ULTRA RUSS MC GRWT |
| ULE | PROSHARES ULTRA EURO |
| UMDD | PROSHARES ULTRAPRO MIDCAP400 |
| UMX | PROSHARES ULTRA MSCI MEXICO |
| UPRO | PROSHARES ULTRAPRO S&P 500 |
| UPV | PROSHARES ULTRA FTSE EUROPE |
| UPW | PROSHARES ULTRA UTILITIES |
| URE | PROSHARES ULTRA REAL ESTATE |
| URR | MARKET VECTORS DBLE LNG EURO |
| URTY | PROSHARES ULTRAPRO RUSS2000 |
| USD | PROSHARES ULTRA SEMICONDUCT |
| USLV | VELOCITYSHARES 3X LNG SILVER |
| UST | PROSHARES ULTRA 7-10 YEAR TR |
| UUPT | POWERSHARES DB 3X LNG USD |
| UVG | PROSHARES ULTRA RUS 1000 VAL |
| UVT | PROSHARES ULTRA RUSS2000 VAL |
| UVU | PROSHARES ULTRA MID CAP VAL |
| UVXY | PROSHARES ULTRA VIX ST FUTUR |
| UWC | PROSHARES ULTRA RUSSELL 3000 |
| UWM | PROSHARES ULTRA RUSSELL2000 |
| UWTIF | VELOCITYSHARES 3X LONG CRUDE |
| UXI | PROSHARES ULTRA INDUSTRIALS |
| UXJ | PROSHARES ULT MSCI PAC X-JPN |
| UYG | PROSHARES ULTRA FINANCIALS |
| UYM | PROSHARES ULTRA BASIC MATERI |
| VZZ | IPATH LE SP500 VIX M/T FUTUR |
| VZZB | IPATH LE SP500 VIX M/T FUTURES |
| WDRW | DIREXION DLY REG BANKS BEAR 3X |
| XPP | PROSHARES ULTRA FTSE CHINA50 |
| YANG | DIREXION DAILY FTSE CHINA BE |
| YCL | PROSHARES ULTRA YEN |
| YCS | PROSHARES ULTRASHORT YEN |
| YINN | DIREXION DAILY FTSE CHINA BU |
| ZSL | PROSHARES ULTRASHORT SILVER |
CODE OF ETHICS
1
CODE OF ETHICS
I. INTRODUCTION
This Code of Ethics and the provisions contained herein (this Code), to the extent consistent with local laws and regulations, applies to all employees (including interns and temporary employees with assignments of 90 days or more), senior executives, partners, officers and certain other individuals as designated by an Approving Officer (referred to herein collectively as employees) of Oaktree Capital Management, L.P. and its subsidiaries and affiliates, but excluding any entity (other than sub-funds and special purpose entities) in which any fund or separate account managed by Oaktree Capital Management, L.P. or its affiliates has made, directly or indirectly, an investment (including any joint ventures) (collectively, Oaktree). Certain individuals subject to this Code may be independent contractors to Oaktree or employees of outside service providers; nothing herein is intended to affect the status of such individuals relationship with Oaktree. The following policies are incorporated herein by reference as if fully set out within this Code:
- Personal Investment Transactions Policy;
- Insider Trading Policy;
- Expert Network Policy;
- Gifts, Meals, Entertainment Travel and Lodging Policy;
- Political Activity Policy; and
- Outside Activity Policy.
Oaktrees Chief Compliance Officer has been designated as the individual with responsibility to explain and implement this Code and to provide to all such persons this Code and any amendments thereto. The Chief Compliance Officer may delegate such responsibilities, as necessary. Receipt of this Code satisfies Oaktrees obligation to notify all employees of their obligations.
STANDARDS OF CONDUCT
This Code is based on the principle that Oaktree employees owe a fiduciary duty to the clients of Oaktree. This duty of care, integrity, honesty and good faith for all employees is expressed in the general guiding principles detailed below. As an employee, you should conduct yourself in all circumstances in accordance with such general guiding principles.
- You must at all times place the interest of our clients before your own interests.
- You must pay strict attention to potential conflicts of interest, avoiding them if possible and disclosing them and dealing with them appropriately when the conflict is unavoidable or inherent in our business.
- You must adhere to the fundamental standard that Oaktree employees should not take advantage of their positions for their personal benefit.
Critically, the effectiveness of Oaktrees policies regarding ethics depends on your judgment and integrity rather than on any set of written rules. Accordingly, you must be sensitive to the general principles involved, alert for potential conflicts that may arise between your own interests and those of Oaktree or its clients, and aware of the purposes of the Code and the specific policies, procedures and examples provided throughout this document.
Sometimes it may be difficult to determine what behavior is necessary or appropriate in order to adhere to these general principles, so this Code contains several guidelines for proper conduct and related examples. Some examples of activities in which you may engage that could potentially pose a conflict include:
- Contracting on Oaktrees behalf with a vendor of which the CEO or other senior executive is your family member.
- Placing a trade on behalf of an Oaktree client or fund with a securities broker with whom you recently attended a high profile entertainment event.
- Acquiring property leased by Oaktree or that an Oaktree strategy is considering for acquisition.
- Contributing to the campaign of a political candidate for a position that oversees the selection of investment managers for a public retirement plan that is a client or prospective client of Oaktree.
- Serving as a trustee of a foundation or a director of a company that is a prospective client of Oaktree.
- Frequently attending entertainment events at the invitation of service providers engaged by or seeking business from Oaktree.
- Accepting outside employment that interferes with your responsibilities at Oaktree.
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CODE OF ETHICS
- Owning an interest in a company or a property with which Oaktree, its funds, accounts or a portfolio company conducts or intends to conduct business.
- Soliciting charitable donations from outside service providers to your department or that your department is considering engaging.
While an activity may pose a conflict, it does not necessarily mean that you will be prohibited from engaging in the activity. The Legal and Compliance departments will evaluate the potential conflict, advise on the appropriate course of action and implement any necessary compliance controls to prevent a violation of applicable laws, regulations, contractual obligations and/or Oaktree policies. The examples provided above do not constitute an exhaustive list of potential conflicts that you may encounter since conflicts can arise in a myriad of situations. For this reason, if you are uncertain as to whether a real or apparent conflict exists in any particular situation between your interests or the interests of Oaktree and those of its clients, you should consult with Oaktrees Chief Compliance Officer or an Approving Officer immediately. Honesty at all times and in all things is an essential part of your responsibility to Oaktree. A lack of integrity with Oaktree or with its clients will not be tolerated.
II. DEFINITIONS
As referenced throughout this Code, Access Persons include all Oaktree employees, except certain persons specified by Oaktrees Chief Compliance Officer who (i) do not devote substantially all working time to the activities of Oaktree and (ii) do not have access to information about the day-to-day investment activities of Oaktree. Every employee should consider himself or herself an Access Person unless otherwise specifically exempted pursuant to Article V of this Code by Oaktrees Chief Compliance Officer.
The term Related Person of an Access Person for purposes of this Code includes the following:
| A husband, wife, domestic partner or minor child of the Access Person; | ||
| A relative sharing the same household as the Access Person; | ||
| Any person who is significantly dependent on the Access Person for financial support; or | ||
| Anyone else if the Access Person: | ||
| (i) | obtains benefits substantially equivalent to ownership of securities; | |
| (ii) | can obtain ownership of securities immediately or within 60 days; or | |
| (iii) | can vote or dispose of securities. | |
The term Approving Officer means an officer of Oaktree named on the separate List of Approving Officers and Chief Compliance Officer. The List of Approving Officers and Chief Compliance Officer is maintained on Oaktree Central.
The term Confidential Information means any information concerning the employees, organization, business or finances of Oaktree or any third party (including any client, investor, partner, portfolio company, customer, vendor or other person) with which Oaktree is engaged or conducts business, including business strategies, operating plans, acquisition strategies (including the identities of, and any other information concerning, possible acquisition candidates), financial information, valuations, analyses, investment performance, market analysis, acquisition terms and conditions, personnel, compensation and ownership information, know-how, customer lists and relationships, the identity of any client, investor, partner, portfolio company, customer vendor or any other third party, and supplier lists and relationships, as well as all other secret, confidential or proprietary information belonging to Oaktree. Information generally known to the public, other than as a result of improper disclosure by an Oaktree employee, does not constitute Confidential Information.
The term Intellectual Property means (a) any and all investment or trading records, agreements or data; (b) any and all financial and other analytic models, records, data, methodologies or software; (c) any and all investment advisory contracts, fee schedules and investment performance data; (d) any and all investment agreements, limited partnership agreements, subscription agreements, private placement memorandums and other offering documents and materials; (e) any and all client, investor or vendor lists, records or contact data; (f) any and all other documents, records, materials, data, trade secrets and other incidents of any business carried on by Oaktree or learned, created, developed or carried on by any employee of Oaktree (in whatever form, including print, computer file, diskette or otherwise); and (g) all trade names, services marks and logos under which Oaktree does business, and any combinations or variations thereof and all related logos.
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CODE OF ETHICS
III. GENERAL POLICY REQUIREMENTS
CONFIDENTIALITY
The provision of services to Oaktree by employees creates a relationship of confidence and trust. Oaktree employees will come into possession of, or otherwise have access to, Confidential Information which has commercial value to Oaktrees business, including information created, discovered or developed by employees. All such Confidential Information is to be treated as highly confidential and is not to be disclosed or discussed with anyone except as required by law or as required in the performance of an employees duties to Oaktree, and is not to be used for the benefit of any employee or to the detriment of Oaktree, in each case unless expressly permitted by Oaktrees General Counsel. Employees may not take, remove or retain upon ceasing to be an employee for any reason any document, paper, electronic file or other storage medium containing or relating to any Confidential Information, any Intellectual Property or any physical property of Oaktree. All Intellectual Property of Oaktree is the exclusive property of Oaktree and is intended for Oaktrees sole use.
Employees will generally be subject to one or more agreements addressing the use of confidential Oaktree information and intellectual property in connection with their provision of services to Oaktree. Such agreements may contain more restrictive or detailed obligations than those set forth in this Code. Nothing in this Code is intended to limit any employees obligations, or Oaktrees rights, under any such agreement.
COMPLIANCE WITH LAWS AND REGULATIONS
All employees are expected to be familiar and comply with the laws and regulations applicable to their day-to-day responsibilities, including the relevant securities laws and regulations applicable to their activities. In some cases, this may involve the securities laws and regulations of multiple jurisdictions. If you have any questions about any such law or regulation, you should consult Oaktrees Chief Compliance Officer or an Approving Officer. If you become aware of any violations of this Code, you should report them, in accordance with local law requirements. See Article V of this Code for further discussion.
BUSINESS OPPORTUNITIES THAT RIGHTFULLY BELONG TO OAKTREE
Employees must not take for their own advantage an opportunity that rightfully belongs to Oaktree or its clients. Whenever Oaktree has been actively soliciting a business opportunity, or the opportunity has been offered to Oaktree or Oaktree-managed funds or accounts, or Oaktree facilities or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to Oaktree and not to employees who may be in a position to divert the opportunity for their own benefit.
Examples of improperly taking advantage of a corporate opportunity include:
- Selling information to which an employee has access because of the employees position.
- Receiving a commission or fee on a transaction which would otherwise accrue to Oaktree or its clients.
- Diverting business from Oaktree.
PERSONAL DEALINGS WITH OAKTREE BUSINESS CONTACTS
Employees are generally prohibited from leveraging relationships with Oaktree clients, vendors and other business contacts (Oaktree Contacts) gained during the course of their employment for personal purposes. Personal purposes include, but are not limited to the solicitation of political contributions and charitable donations. You should reference the Political Activity policy and the section of this Code on solicitation of charitable contributions in for specific obligations in these two areas. In certain limited situations, employees may be permitted to conduct such activities with Oaktree Contacts, subject to the prior approval of the employees Department Head, the Chief Compliance Officer or an Approving Officer and, in certain circumstances, the Chief Executive Officer.
SOLICITING CHARITABLE DONATIONS
While employees are generally prohibited from leveraging relationships with Oaktree Contacts for personal purposes, you may solicit charitable donations from Oaktree Contacts, subject to the following conditions:
- Before soliciting any donations from Oaktree Contacts, all Oaktree employees must first obtain approval from your Department Head and the Chief Compliance Officer or an Approving Officer. Pre-approval is required even if a personal relationship exists with an Oaktree Contact.
- Soliciting a charitable donation from someone in exchange for business, a favor, preferential treatment and/or
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similar commitments or guarantees of reciprocity are strictly prohibited.
- Neither the Oaktree employee soliciting the donation nor the employees immediate family members should personally benefit from the resulting donation.
- Oaktree employees who are directly or indirectly involved in contract negotiations are prohibited from soliciting charitable donations from Oaktree Contacts actively involved in a current negotiation or RFP process.
Pre-approval requests to solicit donations from Oaktree Contacts should be initiated by contacting your Department Head and the Compliance department. Each request will be evaluated for potential conflicts, regulatory risk and/or reputational risk that the request may pose to the firm, with full consideration of our fiduciary responsibility to Oaktrees clients. In certain circumstances, Compliance will seek approval from the Global Head of Marketing (or his or her designee) as well as the Chief Executive Officer. The decision to approve or deny any request for pre-approval to solicit charitable donations will remain in the sole discretion of the relevant Department Head, the Chief Compliance Officer and/or the relevant Approving Officer.
GIVING ADVICE TO CLIENTS
No Oaktree employee may provide legal advice to Oaktrees clients. You should avoid statements that might be interpreted as legal advice and refer questions in this area to Oaktrees Legal department. No Oaktree employee may give clients advice on tax matters, the preparation of tax returns or investment decisions, except as may be appropriate in the performance of an official fiduciary or advisory responsibility or as otherwise required in the ordinary course of your duties.
IV. OTHER EMPLOYEE CONDUCT
PERSONAL FINANCIAL RESPONSIBILITY
It is important that employees properly manage their personal finances. Imprudent personal financial management may affect job performance and lead to more serious consequences for employees in positions of trust. In particular, you are not permitted to borrow from clients, or from providers of goods or services with whom Oaktree deals, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment.
CORPORATE PROPERTY OR SERVICES
Employees are not permitted to act as principal for either themselves or their immediate families in the supply of goods, properties, or services to Oaktree, its funds or portfolio companies unless approved by Oaktrees General Counsel or Chief Financial Officer. Purchase or acceptance of corporate property or use of the services of other employees for personal purposes is also prohibited. This includes the use of in-house counsel for personal legal advice absent approval from the Oaktrees General Counsel or use of outside counsel for personal legal advice at the expense of Oaktree.
REQUIREMENTS FOR LICENSED REPRESENTATIVES
If you are a licensed representative of any Oaktree entity/affiliate you may be subject to additional policies and procedures.
USE OF OAKTREE-SPONSORED COMMUNICATION MEDIUMS AND STATIONERY
Employees should use their Oaktree email and other Oaktree-sponsored mediums (e.g., Bloomberg e-mail and instant messaging, SMS texting and Microsoft Lync instant messaging) (collectively, Oaktree communication resources) primarily for conducting Oaktree business. While occasional use of Oaktree email for personal communications is permissible, employees must seek pre-approval prior to using Oaktree communication resources to conduct personal outside business activities including those involving political, civic and charitable solicitations as such communications may incorrectly imply Oaktrees sponsorship or endorsement of such activities. Questions concerning Oaktree communication resources and requests to seek pre-approval should be directed to Compliance at [email protected]. Use of Oaktree communication resources must also comply with Oaktrees Computer Acceptable Use Policy. All communications made via Oaktree communication resources are the property of Oaktree.
SOCIAL MEDIA POLICY
The purpose of the Oaktree Social Media Policy, which is part of Oaktrees Computer Acceptable Use Policy, is to establish prudent and acceptable practices regarding the use of social media sites and to educate individuals who use
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social media sites of the responsibilities associated with such use. Oaktree recognizes that employees may wish to post content on the Internet via various social media sites, blogs and tools such as Facebook, Instagram, Twitter, LinkedIn, etc. (collectively referred to as social media sites). However, because Oaktree is subject to the rules and regulations of the securities industry, certain postings may be considered to be investment advice, correspondence or advertising. Additionally, postings may reflect poorly on the employee, and, by implication, may negatively impact Oaktrees reputation. In order to address the potential risks inherent in using social media sites, Oaktree has established certain social media use requirements to which all employees must adhere.
V. EXEMPTIVE RELIEF
Oaktrees Chief Compliance Officer or an Approving Officer will review and consider any proper request of an Access Person for relief or exemption from any restriction, limitation or procedure contained in this Code which is claimed to cause a hardship for such Access Person or which may involve an unforeseen or involuntary situation where no abuse is involved. Exemptions of any nature may be given on a specific basis or a class basis, as such officers determine. Exemptions from Access Person status may also be granted to any person or class of persons such officers determine do not warrant such status. Any Access Persons request for relief should be in writing and should state the basis for the request. Any such approval shall be appropriately documented and maintained by Oaktrees Compliance department.
VI. ANNUAL COMPLIANCE CERTIFICATION AND PERIODIC REPORTING
PERIODIC COMPLIANCE REPORTING AND TRAINING
As an Access Person, you are required to complete all assigned Compliance certifications, disclosures and mandatory training and to do so in a timely manner. Failure to complete such items by the prescribed deadlines may constitute a violation of the Code, as applicable.
ANNUAL COMPLIANCE CERTIFICATION
Access Persons will be required to certify annually, via My Compliance Center, that (i) they have received, read and understand the terms of this Code and any amendments thereto and that they recognize the responsibilities and obligations incurred by being subject to this Code and (ii) they are in compliance with the requirements of this Code.
VII. REPORTING OF VIOLATIONS AND SANCTIONS
Any violation of the Code should be promptly reported to Oaktrees Chief Compliance Officer or an Approving Officer, in accordance with local law requirements. Such reports will be promptly investigated. No retaliation will be permitted against any Oaktree employee who makes a report in good faith, regardless of whom the report concerns or the outcome of the resulting investigation or inquiry. An employee who is found to have engaged in retaliation against another employee for making a report will be subject to disciplinary measures that may include termination of employment.
All employees are encouraged to seek advice from Oaktrees Chief Compliance Officer or an Approving Officer with respect to any action or transaction which may violate the Code and should refrain from any action or transaction which might lead to the appearance of a violation.
Upon the reporting or discovery of a violation of this Code, Oaktrees Chief Compliance Officer or an Approving Officer, in consultation with other Oaktree officers as deemed necessary, may impose such sanctions as he or she deems appropriate. Generally, the first violation of the Code will result in a written warning. Additional violations may, if circumstances warrant, result in escalation to the offending employees manager and the Chief Compliance Officer, a personal trading suspension, a fine, or additional training regarding the policies and procedures violated. The process of issuing violations and sanctions noted above is a general guideline. In any particular case, a violation may warrant more severe sanctions, including without limitation, a reversal of any improper transaction, more punitive monetary penalties, demotion and suspension or termination of employment and forfeiture of benefits. Any and all sanctions to be imposed will be determined at the sole discretion of Oaktrees Chief Compliance Officer or an Approving Officer.
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PZENA INVESTMENT MANAGEMENT, INC.
PZENA INVESTMENT MANAGEMENT, LLC
CODE OF BUSINESS CONDUCT AND ETHICS
(Revised December 2017)
Dear Colleagues/Associates:
The good name and reputation of Pzena Investment Management, Inc., Pzena Investment Management, LLC and their subsidiaries (collectively, the "Company") are a result of the dedication and hard work of all of us. Together, we are responsible for preserving and enhancing this reputation, a task that is fundamental to our continued well-being. Our goal is not just to comply with the laws and regulations that apply to our business; we also strive to abide by the highest standards of business conduct.
Set forth in the succeeding pages is the Company's Code of Business Conduct and Ethics ("the Code"). The purpose of the Code is to reinforce and enhance the Company's ethical way of doing business and, in particular, to provide regulations and procedures consistent with the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The contents of the Code are not new, however. The policies set forth here are part of the Company's long-standing tradition of ethical business standards.
All employees, officers and directors are expected to comply with the policies set forth in the Code. Read the Code carefully and make sure that you understand it, the consequences of non-compliance, and the Codes importance to the success of the Company. If you have any questions, speak to the Chief Compliance Officer or any of the alternate Compliance Officers identified in the Code.
The Code should be viewed as the minimum requirements for conduct. The Code cannot and is not intended to cover every applicable law or provide answers to all questions that might arise; for that we must ultimately rely on each person's good sense of what is right, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct. When in doubt about the advisability or propriety of a particular practice or matter, please confer with the Legal and Compliance group.
We at the Company are committed to providing the best and most competitive services to our clients. Adherence to the policies set forth in the Code will help us achieve that goal.
Sincerely,
Richard S. Pzena
| Table of Contents | |
| Page | |
| PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK | 1 |
| About this Code of Business Conduct and Ethics | 1 |
| Purpose | 1 |
| Employee Provisions | 2 |
| Implementation | 2 |
| Definitions | 4 |
| RESPONSIBILITY TO OUR ORGANIZATION | 5 |
| Conflicts of Interest | 5 |
| Prohibited Transactions with Respect to Non-Company Securities* | 6 |
| Employee Trading Exceptions with Respect to Non-Company Securities* | 7 |
| Exempt Transactions | 7 |
| Pre-Clearance Requirement | 8 |
| Reporting Requirements | 8 |
| Other Prohibitions | 10 |
| Company Disclosures | 11 |
| Review | 11 |
| Reporting Violations | 12 |
| Background Checks | 12 |
| Sanctions | 12 |
| Required Records | 12 |
| Record Retention | 13 |
| Waivers of this Code | 14 |
| Corporate Opportunities | 14 |
| Protection and Proper Use of Company Assets | 14 |
| Client Information | 14 |
| Portfolio Company Information | 14 |
| Company Information | 14 |
| INSIDER TRADING | 15 |
| FAIR DEALING | 15 |
| Antitrust Laws | 15 |
| Conspiracies and Collaborations Among Competitors | 15 |
| Distribution Issues | 16 |
| Penalties | 17 |
| Gathering Information About the Company's Competitors | 17 |
| RESPONSIBILITY TO OUR PEOPLE | 17 |
| Equal Employment Opportunity | 17 |
| Non-Discrimination Policy | 18 |
| Anti-Harassment Policy | 18 |
| Individuals and Conduct Covered | 18 |
| Retaliation | 18 |
| Reporting an Incident of Harassment, Discrimination or Retaliation | 18 |
| Leave Policies | 19 |
| Safety in the Workplace | 19 |
| Weapons and Workplace Violence | 19 |
| i | |
| Drugs and Alcohol | 19 |
| INTERACTING WITH GOVERNMENT | 19 |
| Prohibition on Gifts to Government Officials and Employees | 19 |
| Political Contributions and Activities | 20 |
| Lobbying Activities | 20 |
| Bribery of Foreign Officials | 20 |
| Amendments and Modifications. | 21 |
| Form ADV Disclosure. | 21 |
| Employee Certification. | 21 |
ii
PUTTING THIS CODE OF BUSINESS CONDUCT AND ETHICS TO WORK About this Code of Business Conduct and Ethics
We at the Company are committed to the highest standards of business conduct in our relationships with each other and with our clients, suppliers, shareholders and others. This requires that we conduct our business in accordance with all applicable laws and regulations and in accordance with the highest standards of business conduct. The Company's Code of Business Conduct and Ethics (this "Code") helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. Furthermore, this Code sets out procedures for compliance by the Company, a registered investment adviser to separately managed advisory accounts including registered investment companies (the "Funds") as well as unregistered funds and other private accounts, with Rule 17j-1 under the Investment Company Act of 1940, as amended, Rule 204A-1 and Rule 204-2 under the Investment Advisers Act of 1940, as amended (hereinafter, the Investment Company Act of 1940 and the Investment Advisers Act of 1940 shall collectively be referred to as the "1940 Acts" and Rule 17j-1, Rule 204A-1 and Rule 204-2 shall be collectively referred to as the "Rules"). This Code is designed to establish standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of the Company's advisory accounts may breach their fiduciary duties, and to avoid and regulate situations that may give rise to conflicts of interest that the Rules address.
This Code is based on the principle that the Company owes a fiduciary duty to clients, to ensure that its employees conduct their Personal Security Transactions (as defined below) in a manner that does not interfere with clients transactions or otherwise take unfair advantage of the Companys relationship to its clients. The fiduciary principles that govern personal investment activities reflect, at a minimum, the following: (1) the duty at all times to place the interests of the client first; (2) the requirement that all Personal Security Transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility; (3) the fundamental standard that investment personnel should not take inappropriate advantage of their positions; and (4) the requirement that investment personnel comply with applicable Federal securities laws. Our business depends on the reputation of all of us for integrity and principled business conduct. Thus, in many instances, the policies referenced in this Code go beyond the requirements of the law.
Honesty and integrity are required of the Company and its employees, officers and directors at all times. The standards herein should be viewed as the minimum requirements for conduct. All employees, officers and directors of the Company are encouraged and expected to go above and beyond the standards outlined in this Code in order to provide clients with top level service while adhering to the highest ethical standards.
This Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Employees of the Company are employed at-will, except when covered by an express, written employment agreement. This means that employees may choose to resign their employment at any time, for any reason or for no reason at all. Similarly, the Company may choose to terminate employees employment at any time, for any legal reason or for no reason at all, but not for an unlawful reason.
Purpose
The purpose of this Code is to reinforce and enhance the Company's ethical way of doing business and, in particular, to provide regulations and procedures consistent with the 1940 Acts and the Rules. As required by Rule 204A-1, this Code sets forth standards of conduct, requires compliance with the Federal securities laws and addresses personal trading. In addition, this Code is designed to give effect to the general prohibitions set forth in Rule 17j-1(b), to wit:
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"It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund: (i) To employ any device, scheme or artifice to defraud the Fund; (ii) To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading; (iii) To engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the Fund; or (iv) To engage in any manipulative practice with respect to the Fund.
Employee Provisions
All Access Persons are required to file reports of their Personal Security Transactions (as defined below), excluding exempted securities, as provided in the "Pre-Clearance Requirement" and Reporting Requirements sections below and, if they wish to trade in the Companys stock or in the same securities as any of the Company's advisory accounts, must comply with the specific procedures in effect for such transactions.
The reports of employees will be reviewed and compared with the activities of the Company's advisory accounts and, if a pattern emerges that indicates abusive trading or noncompliance with applicable procedures, the matter will be referred to the Company's Chief Compliance Officer (the "CCO"), who will make appropriate inquiries and decide what action, if any, is then appropriate, including escalation to the Company's management as needed.
Implementation
In order to implement this Code, a CCO and one or more alternate Compliance Officers (each, an "Alternate") shall be designated from time to time for the Company. The current CCO is Joan F. Berger and the current Alternates are Steven Coffey, Geoff Bauer, Jacques Pompy, and Bill Zois.
The duties of the CCO and each Alternate shall include:
(i) Continuous maintenance of a current list of Access Persons as defined herein; (ii) Furnishing all employees with a copy of this Code, and initially and periodically informing them of their duties and obligations thereunder; (iii) Training and educating employees regarding this Code and their responsibilities hereunder; (iv) Maintaining, or supervising the maintenance of, all records required by this Code; (v) Maintaining a list of the Funds that the Company advises or subadvises; (vi) Determining with the assistance of an Approving Officer (as defined below) whether any particular Personal Security Transaction should be exempted pursuant to the provisions of the sections titled "Conflicts of Interest" or "Prohibited Transactions" of this Code;
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(vii) Determining with the assistance of an Approving Officer whether special circumstances warrant that any particular security or Personal Security Transaction be temporarily or permanently restricted or prohibited; (viii) Maintaining, from time to time as appropriate, a current list of the securities that are restricted or prohibited pursuant to (vii) above; (ix) Issuing any interpretation of this Code that may appear consistent with the objectives of the Rules and this Code; (x) Conducting such inspections or investigations as shall reasonably be required to detect and report violations of this Code, as described in paragraphs (xi) and (xii) below, to the Company's management and the Board of Directors of Pzena Investment Management, Inc. (the "Board"); (xi) Submitting periodic reports to the Company's management containing: (A) a description of any material violation by any non-executive employee of the Company and the sanction imposed; (B) a description of any violation by any director or executive officer of the Company and the sanction imposed; (C) interpretations issued by and any material exemptions or waivers found appropriate by the CCO; and (D) any other significant information concerning the appropriateness of this Code; and (xii) Submitting a report at least annually to the Board and the Executive Committee of Pzena Investment Management, LLC (the "Executive Committee") that: (A) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (B) identifies the violations described in clauses (A) and (B) of the preceding paragraph (xi); (C) identifies any recommended changes in existing restrictions or procedures based upon experience under this Code, evolving industry practices or developments in applicable laws or regulations; and (D) reports of efforts made with respect to the implementation of this Code through orientation and training programs and ongoing reminders.
Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages. If persons have questions, please ask them; if they have ethical concerns, please raise them. The CCO, who is responsible for overseeing and monitoring compliance with this Code, and the other resources set forth in this Code are available to answer questions and provide guidance and for persons to report suspected misconduct. Our conduct should reflect the Company's values, demonstrate ethical leadership, and promote a work environment that upholds the Company's reputation for integrity, ethical conduct and trust.
Copies of this Code are available from the CCO, the General Counsel and on the Company's website. A statement of compliance with this Code must be signed by all officers, directors and employees on an annual basis.
This Code cannot provide definitive answers to all questions. If employees have questions regarding any of the policies discussed in this Code or if employees are in doubt about the best course of action in a particular situation, employees should seek guidance from a supervisor, the CCO or the other resources identified in this Code.
This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of the Company's business. It is not intended to and does not create any obligations to or rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity.
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Definitions
For purposes of this Code:
(i) "Access Person(s)" means any employee, officer, or director (provided that directors may rebut the presumption of access established under Rule 17j-1(a)(1) by way of certification) of the Company. Contractors, interns, and other temporary staff are not generally included; however, we seek separate confidentiality representations from such persons.
(ii) "Approving Officer" means Richard S. Pzena, John P. Goetz, Ben Silver, Allison Fisch, or designee.
(iii) A security is "being considered for purchase or sale" when, subject to the Company's systematic buy/sell discipline as described in its Form ADV and client and prospect presentations, (i) a recommendation to purchase or sell that security has been made by the Company to an advisory account (e.g., the Portfolio Manager has instructed Portfolio Administration to begin preparing orders) or (ii) the Portfolio Manager is seriously considering making such a recommendation.
(iv) "Beneficial Ownership" means any interest by which an employee or officer or any member of such person's immediate family (which, for purposes of this Code includes a spouse or civil partner (wherever they may live), dependent child or stepchild (wherever they may live), or parent, sibling or other relative by blood or marriage living in the same household as the employee) can directly or indirectly derive a monetary benefit from the purchase, sale or ownership of a Security. Thus, a person may be deemed to have Beneficial Ownership of Securities held in accounts in such person's own name, such person's spouses name, and in all other accounts over which such person does or could be presumed to exercise investment decision-making powers, or other influence or control1, including trust accounts, partnership accounts, corporate accounts or other joint ownership or pooling arrangements; provided however, that with respect to spouses, a person shall no longer be deemed to have Beneficial Ownership of any accounts not held jointly with his or her spouse if the person and the spouse are legally separated or divorced and are not living in the same household.
(v) "Exempt Transactions" means the transactions described in the section hereof titled "Exempt Transactions." (vi) "Personal Security Transaction" means, for any employee or officer, a purchase, sale, gifting or donation of a Security in which such person has, had, or will acquire a Beneficial Ownership.
1 In accordance with foreign regulations, this would include, without limitation, any Security with which the Access Person is linked as a result of: (i) directly or indirectly controlling the Security (in particular, but without limitation, by way of (i) having a majority of the voting rights in that Security; or (ii) by being a shareholder in that Security and having rights to appoint or remove a majority of the relevant Board, or to exercise a dominant influence over it under a shareholders agreement); or (ii) having a participating interest in the Security, by holding, directly or indirectly, at least 20% or more of the voting rights or capital.
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(vii) "Purchase and Sale of a Security" includes, inter alia, the writing of an option to purchase or sell a Security. In addition, the "sale of a Security" also includes the disposition by a person of that security by donation or gift. On the other hand, the acquisition by a person of a security by inheritance or gift is not treated as a "purchase" of that Security under this Code as it is an involuntary purchase that is an Exempt Transaction under clause (iii) of the section titled "Exempt Transactions" below.
(viii) "Security" shall mean any common stock, preferred stock, treasury stock, single stock future, exchange traded fund or note, hedge fund, mutual fund, private
placement, limited partnership interest, note, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, transferable share, voting-trust certificate, certificate of deposit for a Security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any Security (including a certificate of deposit) or on any group of Securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "Security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.
RESPONSIBILITY TO OUR ORGANIZATION
Company employees, officers and directors are expected to dedicate their best efforts to advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests, independent of outside influences.
Conflicts of Interest
A conflict of interest occurs when employees private interests interfere, or even appear to interfere, with the interests of the Company. A conflict situation may arise when employees take actions or have interests that make it difficult for employees to perform Company work objectively and effectively. Each employees obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual, apparent and potential conflicts of interest between personal and business relationships. This includes full disclosure of any actual, apparent or potential conflicts of interest as set forth below.
As a fiduciary, the Company has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interest of its clients. Compliance with this duty can be achieved by avoiding conflicts of interest or, when impracticable to do so, by fully disclosing all material facts concerning any conflict that does arise with respect to any client and following appropriate procedures designed to minimize any such conflict. Employees must try to avoid situations that have even the appearance of conflict or impropriety. Potential conflicts of interest should be brought to the attention of the CCO, who will determine whether further action is warranted (e.g., escalating such issues to the Risk Management Committee and/or Executive Committee, and/or recommending policy changes or additional disclosure).
(i) Conflicts of interest may arise where the Company or its employees have reason to favor the interests of one client over another client. Favoritism of one client over another client constitutes a breach of fiduciary duty.
(ii) Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or selling
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such securities. Conflicts raised by Personal Security Transactions also are addressed more specifically below.
(iii) If the Company determines that an employees Beneficial Ownership of a Security presents a material conflict, the employee may be restricted from participating in any decision-making process regarding the Security. This may be particularly true in the case of proxy voting, and employees are expected to refer to and strictly adhere to the Companys proxy voting policies and procedures in this regard.
(iv) Employees are required to act in the best interests of the Companys clients regarding execution and other costs paid by clients for brokerage services.
Employees are expected to refer to and strictly adhere to the Companys Best Execution policies and procedures.
(v) Access Persons are not permitted to knowingly sell to or purchase from a client any security or other property, except Securities issued by the client.
Employees, officers and directors are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. The Companys Insider Trading Policy is hereby incorporated by reference and employees, officers and directors are required to comply with the provisions therein.
Prohibited Transactions with Respect to Non-Company Securities*
(i) No Access Person or any member of such Access Person's immediate family may enter into a Personal Security Transaction with actual knowledge that, at the same time, such Security is "being considered for purchase or sale" by advisory accounts of the Company, or that such Security is the subject of an outstanding purchase or sale order by advisory accounts of the Company except as provided below in the section titled "Employee Trading Exceptions with Respect to Non-Company Securities"; (ii) Except under the circumstances described in the section below titled "Employee Trading Exceptions with Respect to Non-Company Securities," no Access Person or any member of such Access Person's immediate family shall purchase or sell any Security within one business day before or after the purchase or sale of that Security by advisory accounts of the Company; (iii) No Access Person or any member of such Access Persons immediate family shall be permitted to effect a short-term trade (i.e., to purchase and subsequently sell within 60 calendar days, or to sell and subsequently purchase within 60 calendar days) involving the same or equivalent Securities; (iv) No Access Person or any member of such Access Persons immediate family is permitted to enter into a Personal Security Transaction for any Security that is named on a restricted list; (v) No Access Person or any member of such Access Person's immediate family shall purchase any Security in an Initial Public Offering (other than a Security issued by the Company); (vi) No Access Person or any member of such Access Persons immediate family shall, without the express prior approval of the CCO, acquire any Security in a private placement, and if a private placement Security is acquired, such employee must disclose that investment when he/she becomes aware of the Company's
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subsequent consideration of any investment in that issuer, and in such circumstances, an independent review shall be conducted by the CCO;
*For any transactions by employees, directors and certain related persons in the Companys Securities, please refer to the separate policy titled "Restrictions on Transactions in the Companys Securities."
Employee Trading Exceptions with Respect to Non-Company Securities*
Notwithstanding the prohibitions of the above section titled "Conflicts of Interest," an employee is permitted to purchase or sell any Security other than the Company's Securities within one business day of the purchase or sale of that Security by advisory accounts of the Company if the purchase or sale of the Security is approved or allocated only after the Company's advisory accounts have each received their full allocation of the Security purchased or sold on that day.
*For any transactions by employees, directors and certain related persons in the Companys Securities, please refer to the separate policy titled "Restrictions on Transactions in the Companys Securities."
Exempt Transactions
The following transactions are exempt from the pre-clearance, prohibitions, and reporting provisions of this Code:
(i) Purchases or sales of Securities of an open-end mutual fund, index fund, money market fund or other registered investment company that is not advised or subadvised by the Company; (ii) Purchases or sales of Securities for an account over which an employee has no direct control and does not exercise indirect control (e.g., an account managed on a fully discretionary basis by a third party); (iii) Involuntary purchases or sales made by an employee; (iv) Purchases that are part of an automatic dividend reinvestment plan; (v) Purchases that are part of an automatic investment plan, except that any transactions that override the preset schedule of allocations of the automatic investment plan must be reported in a quarterly transaction report; (vi) Purchases or sales of U.S. Treasury Securities (including purchases directly from the Treasury or a Federal Reserve Bank) and other direct obligations of the U.S.
Government, as well as unsecured obligations of U.S. Government sponsored enterprises; (vii) Purchases or sales of money market instruments, such as bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; (viii) Purchases or sales of units in a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds; (ix) Purchases resulting from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of securities of such issuer and the sale of such rights.
(x) Purchases or sales of futures (except individual stock futures contracts) and commodity contracts; and
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The following transactions are exempt from the pre-clearance and prohibitions provisions of this Code; however the reporting requirements of this Code shall apply to:
(i) Purchases or sales of open-end mutual funds advised or subadvised by the Company; (ii) Purchases or sales of closed-end mutual funds, exchange traded funds or notes (ETF/ETN), and derivatives of such securities; (iii) Purchases or sales of municipal securities.
Pre-Clearance Requirement
(i) Unless an exception is granted by the CCO, each Access Person and each member of their immediate family must pre-clear all Personal Security Transactions by submitting a request through the Schwab Compliance Technology (SCT) system and awaiting approval. A pre-clearance request to trade in a security that is held in a client account, or a security that is being considered for client purchase or sale, must also be accompanied by a fully completed Securities Transaction Pre-Clearance Form, which includes the signature of an Approving Officer, the CCO (or Alternate), the relevant Portfolio Manager, and the Trading Desk. The SCT system will include a list of all such securities within a Restricted List. The Securities Transaction Pre-Clearance Form can be found in the SCT system under the My Policies link; (ii) All pre-cleared Personal Security Transactions, with the exception of private placements, must take place on the same day that the clearance is obtained. If the transaction is not completed on the date of clearance, a new clearance must be obtained, including one for any uncompleted portion. Post-approval is not permitted under this Code. If it is determined that a trade was completed before approval was obtained, it will be considered a violation of this Code; and (iii) In addition to the restrictions contained in the "Conflicts of Interest" section hereof, an Approving Officer or the CCO may refuse to grant clearance of a Personal Security Transaction in his or her sole discretion without being required to specify any reason for the refusal. Generally, an Approving Officer or the CCO will consider the following factors in determining whether or not to clear a proposed transaction: (1) whether the amount or the nature of the transaction or person making it is likely to affect the price or market of the security; and (2) whether the individual making the proposed purchase or sale is likely to receive a disproportionate benefit from purchases or sales being made or considered on behalf of any of the advisory clients of the Company.
The pre-clearance requirement does not apply to Exempt Transactions. In case of doubt, the employee may present a Securities Transaction Pre-clearance Request Form to the CCO for consideration.
Reporting Requirements
(i) No later than 10 days after becoming an employee, each individual shall provide a listing of all securities Beneficially Owned by the employee (an "Initial Holdings Report"). The information in the Initial Holdings Report must be current as of a date no more than 45 days prior to the date the person became an employee. The Initial Holdings Report should be furnished to the CCO,
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Alternate or any other person whom the Company designates and contain the following information:
(1) The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each reportable security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;
(2) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any reportable securities were held for the direct or indirect benefit of the Access Person, the account number; and
(3) The date the report is submitted by the Access Person.
(ii) All employees must direct their brokers and/or affiliated mutual fund custodians to supply the CCO on a timely basis with duplicate copies of monthly or quarterly statements for all personal securities accounts as are customarily provided by the firms maintaining such accounts. For all U.S.-based employees, unless otherwise approved by the CCO, brokerage accounts may only be maintained at the brokerage firms that provide the Company with a direct electronic feed through the SCT system. The list of approved brokerage firms is available from the CCO or designee. Accounts that are managed on a fully discretionary basis by an outside adviser (i.e. the employee has no direct control and does not exercise indirect control) are exempt from this requirement.
(iii) Such duplicate statements must contain the following information (as applicable): (1) The date and nature of each transaction (purchase, sale or any other type of acquisition or disposition), if any; (2) Title, and as applicable the exchange ticker symbol or CUSIP number (if any), interest rate and maturity date, number of shares and, principal amount of each security and the price at which the transaction was effected; (3) The name of the broker, dealer or bank with or through whom the transaction was effected; and (4) The date of issuance of the duplicate statements.
(iv) No later than 30 days after each calendar quarter, all employees covered by this Code shall provide quarterly transaction reports confirming that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto for the previous quarter.
(v) Within forty-five days of the end of each calendar year, all employees shall provide annual holdings reports listing all securities Beneficially Owned by the employee (the "Annual Holdings Report"). The information contained in the Annual Holdings Report shall be current as of a date no more than 45 days prior to the date the report is submitted, and shall include: (1) The title and type of security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares or the principal amount of each security in which the Access Person had any direct or indirect beneficial ownership;
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(2) The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities were held for the direct or indirect benefit of the Access Person, the account number; and (3) The date the report is submitted by the Access Person.
(vi) Any statement or report submitted in accordance with this section may, at the request of the employee submitting the report, contain a statement that it is not to be construed as an admission that the person making it has or had any direct or indirect Beneficial Ownership in any Security to which the report relates.
(vii) All employees shall certify in writing, annually, that they have read and understand this Code and have complied with the requirements hereof and that they have disclosed or reported all Personal Security Transactions and holdings required to be disclosed or reported pursuant hereto.
(viii) The CCO shall retain a separate file for each employee that shall contain the monthly/quarterly account statements, quarterly and annual reports listed above and all Securities Transaction Pre-clearance Forms.
(ix) With respect to the receipt of gifts and entertainment, all employees shall promptly report on a form designated by the CCO the nature of such gift or entertainment, the date received, its approximate value, the giver and the giver's relationship to the Company.
(x) With respect to reports regarding accounting matters, the Company is committed to compliance with applicable securities laws, rules, and regulations, accounting standards and internal accounting controls. Employees are expected to report any complaints or concerns regarding accounting, internal accounting controls and auditing matters ("Accounting Matters") promptly. Reports may be made to the General Counsel or the CCO in person, or by calling the Helpline at 1-888-475-8376. Reports may be made anonymously to the Helpline; or in writing to the General Counsel or the CCO at their offices by inter-office or regular mail. All reports will be treated confidentially to the extent reasonably possible. No one will be subject to retaliation because of a good faith report of a complaint or concern regarding Accounting Matters.
Other Prohibitions
Gifts
No Access Person shall accept any gifts or anything else of more than a de minimis value from any person or entity that does business with or on behalf of the Company or any of the advisory accounts of the Company. For purposes hereof, "de minimis value" shall mean a value of less than $100 per calendar year, or such higher amount as may be set forth in FINRA Conduct Rule 3220 from time to time. Furthermore, all gifts to consultants and other decision-makers for client accounts must be reasonable in value and must be pre-approved by the Managing Principal, Marketing and Client Services and the CCO before distribution. The Company has adopted a Business Gift and Entertainment Policy, which is located in the Companys Compliance Manual.
Political Contributions
No Access Person may make political or charitable contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, no Access Person may consider the Company's current or anticipated business relationships as a factor in soliciting
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political or charitable contributions. The Company has adopted a Political Contributions Policy which is located in the Companys Compliance Manual.
Outside Business Activities
No director or executive officer of the Company may serve on the board of directors (or similar governing body) of any corporation or business entity without the prior written approval of the Company's management. Non-executive employees of the Company may only serve on the board of directors (or similar governing body) of a corporation or business entity with the prior written approval of the CCO in consultation with the Company's management, and if necessary the Board. Prior written approval of the CCO is also required in the following two (2) additional scenarios:
(1) Advisory Committee positions of any business, government or charitable entity where the members of the committee have the ability or authority to affect or influence the selection of investment managers or the selection of the investment of the entity's operating, endowment, pension or other funds.
(2) Positions on the board of directors, trustees or any advisory committee of a Company client or any potential client who is actively considering engaging the Companys investment advisory services.
Access Persons, subject to prior written supervisory approval and departmental restrictions, are permitted to engage in outside employment or other business activity (Outside Business Activity) if it is free of any actions that could be considered a conflict of interest. Outside Business Activity must not adversely affect an Access Person's job performance at the Company, and must not result in absenteeism, tardiness or an Access Person's inability to work overtime when requested or required. Access Persons may not engage in Outside Business Activity that requires or involves using Company time, materials or resources.
Company Disclosures
It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the SEC and in all other public communications made by the Company.
Employees must complete all Company documents accurately, truthfully, and in a timely manner, including all travel and expense reports. When applicable, documents must be properly authorized. Employees must record the Company's financial activities in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. Employees must never create a false or misleading report or make a payment or establish an account on behalf of the Company with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents.
Review
All pre-clearance requests, statements and reports of Personal Security Transactions and completed portfolio transactions of each of the Companys advisory clients shall be compared by or under the supervision of the CCO to determine whether a possible violation of this Code and/or other applicable trading procedures may have occurred. Before making any final determination that a violation has been committed by any person, the CCO shall give such person an opportunity to supply additional explanatory information.
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If the CCO or Alternate determines that a material violation of this Code has or may have occurred, he or she shall, following consultation with counsel to the Company if needed, submit a written determination and any additional explanatory material provided by the individual to the Company's management, the Board and the Executive Committee as necessary.
No person shall review his or her own report. If a Personal Security Transaction of the CCO or the CCO's spouse is under consideration, an Alternate shall act in all respects in the manner prescribed herein for the CCO.
Reporting Violations
Any violations of this Code including violations of applicable Federal securities laws, whether actual, known, apparent or suspected, should be reported promptly to the CCO or to any other person the Company may designate (as long as the CCO periodically receives reports of all violations). It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and an employee acting on his own may compromise the integrity of an investigation and adversely affect both employees and the Company.
Any reports of violations will be treated confidentially to the extent permitted by law and reasonably possible, and investigated promptly and appropriately. Any such reports may also be submitted anonymously. Employees are encouraged to consult the CCO with respect to any transaction that may violate this Code and to refrain from any action or transaction that might lead to the appearance of a violation. Any retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.
The Company has a 24-hour Helpline, 1-888-475-8376, which employees can use to report violations of the Company's policies or to seek guidance on those policies. Employees may report suspected violations to or ask questions of the Helpline anonymously; however, providing such employee's name may expedite the time it takes the Company to respond to such employee's call, and it also allows the Company to contact an employee if necessary during any investigation. Either way, the Company should treat the information that employees provide as confidential.
Background Checks
Employees are required to promptly report any criminal, regulatory or governmental investigations or convictions to which they become subject. Each employee is required to promptly complete and return any background questionnaires that the Company's Legal and Compliance group may circulate.
Sanctions
The Company intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Any violation of this Code shall be subject to the imposition of such sanctions by the CCO as may be deemed appropriate under the circumstances to achieve the purposes of the Rules and this Code, and may include suspension or termination of employment or of trading privileges, the rescission of trades, a written censure, imposition of fines or of restrictions on the number or type of providers of personal accounts; and/or requiring equitable restitution.
Required Records
Required Records (as listed in this section) must be kept in an easily accessible place. In addition, no records should be selectively destroyed and all records must be retained if they are connected with any litigation/government investigation. The CCO shall maintain and cause to be maintained in an easily accessible place, the following records: (a) A copy of any Code that has been in effect at any time during the past five years;
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(b) A record of any violation of this Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;
(c) A copy of each report made by the CCO within two years from the end of the fiscal year of the Company in which such report or interpretation is made or issued (and for an additional three years in a place that need not be easily accessible);
(d) A list of the names of persons who are currently, or within the past five years were, employees;
(e) A record of all written acknowledgements of receipt of this Code for each person who is currently, or within the past five years was, subject to this Code;
(f) Holdings and transactions reports made pursuant to this Code, including any brokerage account statements made in lieu of these reports;
(g) All pre-clearance forms shall be maintained for at least five years after the end of the fiscal year in which the approval was granted;
(h) A record of any decision approving the acquisition of securities by employees in limited offerings for at least five years after the end of the fiscal year in which approval was granted;
(i) Any exceptions reports prepared by Approving Officers or the Compliance Officer;
(j) A record of persons responsible for reviewing employees' reports currently or during the last five years; and
(k) A copy of reports provided to a Fund's board of directors regarding this Code.
For the first two years, the required records shall be maintained in the Company's New York offices.
Record Retention
In the course of its business, the Company produces and receives large numbers of records. Numerous laws require the retention of certain Company records for various periods of time. The Company is committed to compliance with all applicable laws and regulations relating to the preservation of records. The Company's policy is to identify, maintain, safeguard and destroy or retain all records in the Company's possession on a systematic and regular basis. Under no circumstances are Company records to be destroyed selectively or to be maintained outside Company premises or designated storage facilities, except in those instances where Company records may be temporarily brought home by employees working from home in accordance with approvals from their supervisors or applicable policies about working from home or other remote locations.
If employees learn of a subpoena or a pending or contemplated litigation or government investigation, employees should immediately contact the General Counsel. Employees must retain and preserve ALL records that may be responsive to the subpoena or relevant to the litigation or that may pertain to the investigation until employees are advised by the Legal and Compliance group as to how to proceed. Employees must also affirmatively preserve from destruction all relevant records that without intervention would automatically be destroyed or erased (such as e-mails and voicemail messages). Destruction of such records, even if inadvertent, could seriously prejudice the Company. If employees have any questions regarding whether a particular record pertains to a pending or contemplated investigation or litigation or may be responsive to a subpoena or regarding how to preserve particular types of records, employees should preserve the records in question and ask the Legal and Compliance group for advice.
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Waivers of this Code
Waivers for directors and executive officers may be made by either the Board or the Audit Committee of the Board and must be promptly disclosed as required by law. Waivers for non-executive officers and employees may be made by the CCO.
Corporate Opportunities
Employees and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. If employees learn of a business or investment opportunity through the use of corporate property or information or an employee's position at the Company, such as from a competitor or actual or potential client, supplier or business associate of the Company, employees may not participate in the opportunity or make the investment without the prior written approval of the CCO. Directors must obtain the prior approval of the Board. Such an opportunity should be considered an investment opportunity for the Company in the first instance. Employees may not use corporate property or information or an employee's position at the Company for improper personal gain, and employees may not compete with the Company.
Protection and Proper Use of Company Assets
We each have a duty to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. We should take measures to prevent damage to and theft or misuse of Company property. When employees leave the Company, all Company property must be returned to the Company. Except as specifically authorized, Company assets, including Company time, equipment, materials, resources and proprietary information, must be used for business purposes only.
Client Information
Current Federal regulations are designed to protect the privacy of customers of financial institutions and financial services providers. In this regard, the Company has adopted privacy policies (the "Privacy Policies") by which each employee of the Company must agree to abide. The CCO will ensure that each employee of the Company acknowledges their adherence to the Privacy Policies. A copy of the Privacy Policies is found in the Companys Compliance Manual. The Company will keep a copy of the Privacy Policies and will make them available upon request.
Portfolio Company Information
Certain limitations on trading and other activities may result from employees of the Company receiving access to material, nonpublic information regarding the plans, earnings, operations or financial condition of issuers ("Portfolio Companies"). If, in employee conversations, meetings or written communications with Portfolio Company management, employees are told (or have reason to believe) that the information employees have received is not public, employees should notify the CCO immediately. If employees are forewarned that the information employees are about to receive is confidential/not public, employees should ask the person not to disclose the information to employees until employees have a chance to check with the Legal and Compliance group. The Companys Insider Trading Policy more fully discusses material, nonpublic information.
Company Information
Unless employees are doing so in connection with Company duties and responsibilities, employees should not discuss specific details about the Companys business with unauthorized persons, including family members. Even when representing the Company, employees need to be careful about disclosing certain information. Engaging in discussions with outside parties (who are not custodians and brokers or dealers implementing such strategies and transactions for us) about specific strategies or transactions in Portfolio Companies that the Company is or is considering implementing for clients may present a
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conflict of interest for the Company and may even subject the recipient of such information to this Code (including its personal trading policies). It is very important to remember this when having discussions with personal friends, social acquaintances and former business associates or colleagues who are active investment management professionals (e.g., hedge fund managers, other investment advisers). It is equally important to remember this when employees are discussing the Companys business or clients with colleagues in public places (e.g., elevators, lunch lines). Employees should be particularly careful not to use actual company or client names in any public settings.
Information that is proprietary to the Company should not be shared with others. With regard to what might constitute material that is proprietary and/or should not be shared, employees may use a simple guideline that if we paid for it or if we created it, it is likely proprietary and should not be shared. For example, the Company's proprietary stock analysis software should not be shared with others.
INSIDER TRADING
Various Federal and state securities laws and the Investment Advisers Act of 1940 (Section 204A) require every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed, taking into consideration the nature of such adviser's business, to prevent the misuse of material, nonpublic information in violation of the Investment Advisers Act of 1940 or other securities laws by the investment adviser or any person associated with the investment adviser.
The CCO has the primary responsibility for the implementation and monitoring of the Company's Insider Trading Policy, practices, disclosures and recordkeeping. The Companys Insider Trading Policy is designed to detect and prevent illegal insider trading. The Insider Trading Policy covers: (i) the Company, (ii) all persons controlled by, controlling or under common control with the Company (iii) consultants, subtenants, office occupants or other persons who are deemed to be Access Persons under this Code; and (iv) each and every employee, officer, director, general partner and member of the Company and any person described in clause (ii) (all persons described in this paragraph are referred to collectively as the "Covered Persons"). The Insider Trading Policy extends to activities both within and outside each Covered Persons relationship with the Company. The CCO will ensure that each employee of the Company acknowledges their adherence to the Insider Trading Policy. The Company will keep a copy of the Insider Trading Policy and will make it available upon request.
FAIR DEALING
The Company depends on its reputation for quality, service and integrity. The way we deal with our clients, competitors and suppliers molds our reputation, builds long-term trust and ultimately determines our success. Employees should endeavor to deal fairly with the Company's clients, suppliers, competitors and other employees. We must never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.
Antitrust Laws
While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with all applicable antitrust and competition laws. While it is impossible to describe antitrust and competition laws fully in any code of business conduct, this Code gives an overview of the types of conduct that are particularly likely to raise antitrust concerns. If employees are or become engaged in activities similar to those identified in this Code, employees should consult the Legal and Compliance group for further guidance.
Conspiracies and Collaborations Among Competitors
One of the primary goals of the antitrust laws is to promote and preserve each competitor's independence when making decisions on price, output, and other competitively sensitive factors. Some of the most serious antitrust offenses are agreements between competitors that limit independent judgment and restrain trade, such as agreements to fix prices, restrict output or control the quality of products, or to
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divide a market for clients, territories, products or purchases. Employees should not agree with any competitor on any of these topics, as these agreements are virtually always unlawful. (In other words, no excuse will absolve employees or the Company of liability.) Unlawful agreements need not take the form of a written contract or even express commitments or mutual assurances. Courts can -- and do -- infer agreements based on "loose talk," informal discussions, or the mere exchange between competitors of information from which pricing or other collusion could result. Any communication with a competitor's representative, no matter how innocuous it may seem at the time, may later be subject to legal scrutiny and form the basis for accusations of improper or illegal conduct. Employees should take care to avoid involving themselves in situations from which an unlawful agreement could be inferred.
By bringing competitors together, trade associations and standard-setting organizations may raise antitrust concerns, even though such groups serve many legitimate goals. The exchange of sensitive information with competitors regarding topics such as prices, profit margins, output levels, or billing or advertising practices may potentially violate antitrust and competition laws, as may creating a standard with the purpose and effect of harming competition. Employees must notify the Legal and Compliance group before joining any trade associations or standard-setting organizations. Further, if employees are attending a meeting at which potentially competitively sensitive topics are discussed without oversight by an antitrust lawyer, employees should object, leave the meeting, and notify the Legal and Compliance group immediately.
Joint ventures with competitors are not illegal under applicable antitrust and competition laws. However, like trade associations, joint ventures present potential antitrust concerns. The Legal and Compliance group should therefore be consulted before negotiating or entering into such a venture.
Distribution Issues
Relationships with clients and suppliers may also be subject to a number of antitrust prohibitions if these relationships harm competition. For example, it may be illegal for a company to affect competition by agreeing with a supplier to limit that supplier's sales to any of the Company's competitors. Collective refusals to deal with a competitor, supplier or client may be unlawful as well. While the Company generally is allowed to decide independently that it does not wish to buy from or sell to a particular person, when such a decision is reached jointly with others, it may be unlawful, regardless of whether it seems commercially reasonable.
Other activities that may raise antitrust concerns are:
(i) discriminating in terms and services offered to clients, where the Company treats one client or group of clients differently than another;
(ii) exclusive dealing agreements, where the Company requires a client to buy only from a particular supplier, or the supplier to sell only to the Company or the client;
(iii) tying arrangements, where a client or supplier is required, as a condition of purchasing or selling one product or service, also to purchase or sell a second, distinct product or service;
(iv) "bundled discounts," in which discount or rebate programs link the level of discounts available on one product or service to purchases of separate but related products or services; and
(v) "predatory pricing," where the Company offers a discount that results in the sales price of a product or service being below the products or service's cost (the definition of cost varies depending on the court), with the intention of sustaining that price long enough to drive competitors out of the market.
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Because these activities are prohibited under many circumstances, employees should consult the Legal and Compliance group before implementing any of them.
Penalties
Failure to comply with the antitrust laws could result in jail terms for individuals and large criminal fines and other monetary penalties for both the Company and individuals. In addition, private parties may bring civil suits to recover three times their actual damages, plus attorney's fees and court costs.
The antitrust laws are extremely complex. Because antitrust lawsuits can be very costly (even when a company has not violated the antitrust laws and is cleared in the end), it is important to consult with the Legal and Compliance group before engaging in any conduct that even appears to create the basis for an allegation of wrongdoing. It is far easier to structure employee conduct to avoid erroneous impressions than to explain their conduct in the future when an antitrust investigation or action is in progress. For that reason, when in doubt, consult the Legal and Compliance group with any concerns.
Gathering Information About the Company's Competitors
It is entirely proper for us to gather information about our marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, employees should abide by the following guidelines:
1. We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our clients, as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the client as a messenger, or (b) gather information in breach of a client's nondisclosure agreement with a competitor or through other wrongful means. Employees should be able to identify the source of any information about competitors.
2. We must never attempt to acquire a competitor's trade secrets or other proprietary information through unlawful means, such as theft, spying, bribery or breach of a competitor's nondisclosure agreement.
3. If there is any indication that information that employees obtain was not lawfully received by the party in possession, employees should refuse to accept it. If employees receive any competitive information anonymously or that is marked confidential, employees should not review it and should contact the Legal and Compliance group immediately.
The improper gathering or use of competitive information could subject employees and the Company to criminal and civil liability. When in doubt as to whether a source of information is proper, employees should contact the Legal and Compliance group.
RESPONSIBILITY TO OUR PEOPLE Equal Employment Opportunity
It is the policy of the Company to ensure equal employment opportunity without discrimination or harassment on the basis of race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or any other characteristic protected by applicable Federal, state, or local law. Our employment practices and decisions adhere to the principles of non-discrimination and equal employment opportunity. All personnel involved in hiring, promotion, transfers, compensation, benefits, termination
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and all other terms and conditions of employment are made aware of their responsibilities in support of these corporate goals.
Non-Discrimination Policy
The Company is committed to a work environment in which all individuals are treated with respect and dignity. Each employee has the right to work in a professional atmosphere that promotes equal employment opportunities and prohibits discriminatory practices, including harassment. Therefore, the Company expects that all relationships among persons in the office will be free of bias, prejudice and harassment.
Anti-Harassment Policy
The Company is committed to maintaining a work environment that is free of discrimination. In keeping with this commitment, we will not tolerate unlawful harassment of our employees by anyone, including any supervisor, co-worker or third party. Harassment consists of unwelcome conduct, whether verbal, physical or visual, that is based on a persons race, color, national origin, religion, age, sexual orientation, gender, marital status, disability or other protected characteristic, that (1) has the purpose or effect of creating an intimidating, hostile or offensive work environment; (2) has the purpose or effect of unreasonably interfering with an individuals work performance; or (3) otherwise adversely affects an individuals employment opportunities. Harassment will not be tolerated.
Harassment may include derogatory remarks, epithets, offensive jokes, intimidating or hostile acts, the display of offensive printed, visual or electronic material, or offensive physical actions. Sexual harassment deserves special mention. Unwelcome sexual advances, requests for sexual favors, or other physical, verbal or visual conduct based on sex constitutes harassment when (1) submission to the conduct is required as a term or condition of employment or is the basis for employment action, or (2) the conduct unreasonably interferes with an individuals work performance or creates an intimidating, hostile or offensive workplace. Sexual harassment may include propositions, innuendo, suggestive comments or unwelcome physical contact.
Individuals and Conduct Covered
These policies apply to all applicants and employees, and prohibit harassment, discrimination and retaliation whether engaged in by fellow employees, by a supervisor or manager or by someone not directly connected to the Company (e.g., an outside vendor, consultant or client).
Conduct prohibited by these policies is unacceptable in the workplace and in any work-related setting outside the workplace, such as during business trips, business meetings and business related social events.
Retaliation
The Company prohibits retaliation against any individual who reports discrimination or harassment or participates in an investigation of such reports. Retaliation against an employee for reporting discrimination or harassment or for participating in an investigation of a claim of harassment or discrimination is a serious violation of this policy and, like harassment or discrimination itself, will be subject to disciplinary action.
Reporting an Incident of Harassment, Discrimination or Retaliation
The Company strongly urges the timely reporting of all incidents of harassment, discrimination or retaliation regardless of the offenders identity or position. Individuals should file their complaints with their immediate supervisor, the General Counsel, the Chief Human Resources Officer, or any member of senior management before the conduct becomes severe or pervasive. Individuals should not feel obligated to file their complaints with their immediate supervisor first before bringing the matter to the attention of one of the other designated representatives identified above. To the fullest extent practicable,
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the Company will maintain the confidentiality of those involved, consistent with the need to investigate alleged harassment and take appropriate action. Misconduct constituting harassment, discrimination or retaliation will be dealt with promptly and appropriately.
Each supervisor and manager is responsible for enforcing these policies against unlawful discrimination, harassment and retaliation, and maintaining a work environment free from sexual and other unlawful discrimination, harassment and retaliation. This includes understanding these policies; reporting any complaint of unlawful discrimination, harassment or retaliation received from an employee to the appropriate Company representative; cooperating with investigations into reported allegations, and taking the necessary and appropriate action where such allegations are substantiated.
Employees who have experienced conduct they believe is contrary to this policy have an obligation to take advantage of this complaint procedure.
Leave Policies
The Company provides leaves of absences in accordance with applicable federal, state and local law. The Companys leave policies are outlined in the US Employee Handbook.
Safety in the Workplace
The safety and security of employees is of primary importance. Employees are responsible for maintaining our facilities free from recognized hazards and obeying all Company safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices.
Weapons and Workplace Violence
No employee may bring firearms, explosives, incendiary devices or any other weapons into the workplace or any work-related setting, regardless of whether or not employees are licensed to carry such weapons. Similarly, the Company will not tolerate any level of violence in the workplace or in any work-related setting. Violations of this policy must be referred to an employee's supervisor, the Chief Human Resources Officer and the CCO immediately. Threats or assaults that require immediate attention should be reported to the police by calling 911.
Drugs and Alcohol
The Company intends to maintain a drug-free work environment. Except at approved Company functions, employees may not use, possess or be under the influence of alcohol on Company premises.
Employees cannot use, sell, attempt to use or sell, purchase, possess or be under the influence of any illegal drug on Company premises or while performing Company business on or off the premises.
INTERACTING WITH GOVERNMENT
Prohibition on Gifts to Government Officials and Employees
The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, which may be provided to government officials and government employees. Employees are prohibited from providing gifts, meals or anything of value to government officials or employees or members of their families without prior written approval from the CCO.
Compliance Manual
19
Version 1.7
Political Contributions and Activities
Laws of certain jurisdictions prohibit the use of Company funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in writing and in advance by the CCO.
This policy does not prohibit the Company from establishing and maintaining political action committees (PACs), such as the Company's PAC, which are permitted under applicable law, nor does this policy prohibit the Company's eligible employees from giving to such PACs. Employee participation in any of these activities is strictly voluntary and employees have the right to refuse to contribute without reprisal.
Employees' work time may be considered the equivalent of a contribution by the Company. Therefore, employees will not be paid by the Company for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. The Company will not compensate or reimburse employees, in any form, for a political contribution that employees intend to make or have made.
Lobbying Activities
Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, lobbying includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.
So that the Company may comply with lobbying laws, employees must notify the Legal and Compliance group before engaging in any activity on behalf of the Company that might be considered "lobbying" as described above.
Bribery of Foreign Officials
Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the laws of many other countries prohibit the Company and its officers, employees and agents from giving or offering to give money or anything of value to a foreign official, a foreign political party, a party official or a candidate for political office in order to influence official acts or decisions of that person or entity, to obtain or retain business, or to secure any improper advantage. A foreign official is an officer or employee of a government or any department, agency, or instrumentality thereof, or of certain international agencies, such as the World Bank or the United Nations, or any person acting in an official capacity on behalf of one of those entities. Officials of government-owned corporations are considered to be foreign officials.
Payments need not be in cash to be illegal. The FCPA prohibits giving or offering to give "anything of value." Over the years, many non-cash items have been the basis of bribery prosecutions, including travel expenses, golf outings, automobiles, and loans with favorable interest rates or repayment terms. Indirect payments made through agents, contractors, or other third parties are also prohibited. Employees may not avoid liability by "turning a blind eye" when circumstances indicate a potential violation of the FCPA.
The FCPA does allow for certain permissible payments to foreign officials. Specifically, the law permits "facilitating" payments, which are payments of small value to effect routine government actions such as obtaining permits, licenses, visas, mail, utilities hook-ups and the like. However, determining what is a permissible "facilitating" payment involves difficult legal judgments. Therefore, employees must obtain permission from the Legal and Compliance group before making any payment or gift thought to be exempt from the FCPA.
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Amendments and Modifications.
The CCO will periodically review the adequacy of this Code and the effectiveness of its implementation and shall make amendments or modifications as necessary. All material amendments and modifications shall be subject to the final approval of the Company's management, the Board and the Executive Committee as necessary.
Form ADV Disclosure.
In connection with making amendments to this Code, the CCO will review and update disclosure relating to this Code set forth in the Company's Form ADV, Part 2A.
Employee Certification.
Ultimate responsibility to ensure that we as a Company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. Employees must become familiar with and conduct themselves strictly in compliance with those laws, regulations and standards and the Company's policies and guidelines pertaining to them. By signing the attached acknowledgment form, employees acknowledge that they have received and read the terms of this Code. Employees also certify that they recognize and understand the responsibilities and obligations incurred by them as a result of being subject to this Code and they hereby agree to abide by the terms hereof.
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Code of Ethics
Do the right thing
| Table of Contents | |
| Message from our CEO | |
| The Code of Ethics at a Glance | 2 |
| Section 1. Background | 4 |
| Section 2. Standards of Conduct | 4 |
| 2.1. Conflicts of Interest |
| (a) | When can conflicts of interest arise? |
| (b) | What types of conflicts of interest must I avoid? |
| (c) | Which conflicts of interest do I need to disclose? |
| (d) | When and how do I disclose conflicts of interest? |
| Section 3. Outside Business Activities | 6 |
| 3.1 Outside Business Activity Requirements |
| (a) | Am I prohibited from engaging in any outside business activities? |
| (b) | Am I required to obtain preclearance for any outside business activities? |
| (c) | What outside business activities do not require preclearance? |
| (d) | When and how do I preclear an outside business activity? |
| Section 4. Gift and Entertainment Policy | 10 |
| Section 5. Anti-Bribery Policy | 10 |
| Section 6. Antitrust and Competition Policy . | 12 |
| Section 7. Duty of Confidentiality | 12 |
| Section 8. Personal Trading and Reporting Requirements . | 12 |
| 8.1 General Trading Prohibitions and Reporting Requirements | |
| (a) What are the general trading prohibitions? | |
| (b) Am I required to maintain Securities in a brokerage account at Vanguard? | |
| (c) What am I required to report? |
8.2 Additional Trading and Reporting Requirements for Investment Persons . 15
| (a) | Which Securities trades am I required to preclear? |
| (b) | How do I obtain preclearance? |
| (c) | How long is my preclearance approval valid? |
| (d) | Am I required to obtain preclearance before investing in a Private Placement? |
| (e) | Are there Securities transactions that I do not need to preclear? |
| (f) | Am I subject to restrictions on my personal trading in Covered Securities? |
| (g) | Am I prohibited from engaging in certain Securities transactions? |
| (h) | What happens if I make a short-term trade in a Vanguard Fund? |
| (i) | Are there any additional reporting requirements that apply to me? |
Table of Contents (continued)
8.3 Additional Trading Prohibitions and Reporting Requirements for Fund Access Persons 20 (a) Which Securities trades am I required to preclear?
(b) How do I obtain preclearance?
(c) How long is my preclearance approval valid?
(d) Am I required to obtain preclearance before investing in a Private Placement? (e) Are there Securities transactions that I do not need to preclear?
(f) Am I subject to restrictions on my personal trading in Covered Securities? (g) Am I prohibited from engaging in any Securities transactions?
(h) What happens if I make a short-term trade in a Vanguard Fund? (i) Are there any additional reporting requirements that apply to me?
8.4 Additional Trading Prohibitions and Reporting Requirements for VAI Access Persons . 24 (a) Am I required to preclear Security trades?
(b) Am I required to obtain preclearance before investing in a Private Placement? (c) Am I prohibited from engaging in any Securities transactions?
(d) What happens if I make a short-term trade in a Vanguard Fund? (e) Are there any additional reporting requirements that apply to me?
8.5 Additional Trading Prohibitions for Non-U.S. Crew Members . 26
| (a) | What are the additional trading prohibitions? |
| (b) | What are the Vanguard Fund reporting requirements in Australia? |
| (c) | What are the additional trading restrictions for Japan? |
| (d) | What additional information is required to be reported for accounts where I have Investment Discretion? |
| Section 9. Certification Requirements | 28 |
| 9.1 What am I required to certify initially? | |
| 9.2 What am I required to certify annually? | |
| Section 10. Penalties and Sanctions | 28 |
| 10.1 How are violations administered by Compliance? | |
| 10.2 How is an appropriate sanction determined? | |
| 10.3 How is the materiality of a violation determined? | |
| 10.4 What are my obligations to report a violation? | |
| Section 11. Waivers | 29 |
| Appendix A. Definitions | 31 |
| Appendix B. Independent Directors and Trustees | 36 |
Do the right thing
At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.
Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.
All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.
Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguards reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.
Mortimer J. Buckley
President and Chief Executive Officer
The Code of Ethics at a Glance
Below are some of the general requirements of the Code of Ethics which may impact you the most. These descriptions are for guidance only. Please consult the applicable provisions of the Code of Ethics for detailed requirements.
1. Clients Interests Come First
You must serve the interests of Vanguard Clients ahead of your own personal interests.
2. Conflicts of Interest
Your actions, decisions, and interests should not compete or conflict with Vanguard or Vanguard Clients interests. You must report any potential conflicts of interest to Compliance.
3. Business Activities Outside of Vanguard
You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from Compliance for certain outside business activities.
4. Gifts and Entertainment
When doing business with Vanguard Clients, vendors, potential Vanguard Clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. Under the Gift and Entertainment Policy, you must report certain gifts and entertainment to Compliance.
6. Antitrust and Competition
You are prohibited from engaging in activity that could have an anticompetitive effect on the price of goods, services, securities, or other trading conditions in the global marketplace in which we operate.
7. Insider Trading
You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.
8. Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
9. Certification Requirements
On an annual basis, you must acknowledge that you understand the Code of Ethics and will comply with its provisions.
5. Anti-Bribery
You are prohibited from engaging or participating in any form of bribery or corruption.
2
Clients Interests
Come First
You must serve the
interests of Vanguard
Clients ahead of your
own personal interests.
Section 1. Background
The Code of Ethics (Code) has been approved and adopted by the board of directors of The Vanguard Group, Inc. (Vanguard), the boards of trustees of each of the Vanguard Funds, and the boards of directors of each of Vanguards Affiliates, as applicable. Unless stated otherwise, the Code applies to all Crew Members and Contingent Workers. The Code also contains provisions applicable to Independent Directors and Trustees (Appendix B).
Section 2. Standards of Conduct
Vanguard consistently seeks to earn and maintain the trust and loyalty of our clients by adhering to the highest standards of ethical behavior and fiduciary responsibility. You must adhere at all times to the spirit, and not just the letter, of the Code. Any transaction or activity that violates either of the standards of conduct described below is prohibited, regardless of whether it meets technical rules found elsewhere in the Code. Accordingly, you must conduct yourself in accordance with applicable law and regulations, and the following standards of conduct:
Vanguard Clients interests come first. You must at all times place the interests of Vanguard Clients first. In particular, you must avoid serving your own personal interests ahead of the interests of Vanguard Clients.
Conflicts of interest must be avoided. Your actions, decisions, and interests cannot compete or conflict with Vanguards interests or the interests of Vanguard Clients. You must ensure that you do not have a conflict with your duties for Vanguard and that you do not use Vanguards name, property, facilities, confidential information, relationships, or other assets for personal benefit or for outside work or other endeavors.
Vanguard Affiliates or your specific department may have additional policies regarding conflicts of interest that you must also follow.
2.1 Conflicts of Interest
A conflict of interest is defined as any situation where financial or other personal factors can compromise independence, objectivity, or professional judgment. A conflict of interest exists when these factors compete, or give the appearance of competing, with your duty to serve the interests of Vanguard and Vanguard Clients.
2.1(a) When can conflicts of interest arise?
Even the perception of a conflict could negatively affect Vanguard and harm our reputation. Its important to understand the following conflict situations:
Actual conflict of interest. A situation where your personal interests directly conflict with your duties, responsibilities, or the terms of your assignment at Vanguard.
Perceived conflict of interest. A situation where it appears that your personal interests inappropriately influence the performance of your duties, responsibilities, or the terms of your assignment at Vanguard - whether founded or not.
Potential conflict of interest. A situation that could arise in the future where your personal interests would affect your duties, responsibilities, or the terms of your assignment at Vanguard.
Depending on your role or the terms of your assignment at Vanguard, the potential for conflict may also arise where an Immediate Family Member is employed by, or associated with, a company with which Vanguard has or is looking to establish a relationship.
Example:Your spouse is employed as a trader at a brokerage firm that executes Vanguard Fund trades - if you are a phone associate, a conflict may not exist; however, if you hold a position in the Investment Management Group or Fund Financial Services, a potential conflict may exist.
4
Your actions, decisions, and
interests should not compete
or conflict with Vanguard or
Vanguard Clients interests.
You must report any potential
conflicts of interest to
Compliance.
2.1(b) What types of conflicts of interest must I avoid?
You need to avoid situations where a conflict of interest could arise, including:
Any business interest that competes, directly or indirectly, with the interests of Vanguard or Vanguard Clients while working on Vanguard matters.
Any situation where you would benefit, directly or indirectly, from Vanguards dealings with others.
2.1(c) Which conflicts of interest do I need to disclose?
You are required to disclose the following information: Any situation that may present the potential for a conflict of interest with Vanguards business or the interests of Vanguard Clients.
Any employment arrangements or positions (e.g., board member) of an Immediate Family Member that may present the potential for conflict with Vanguard and its activities (e.g., relationships with potential or existing vendors or financial institutions, including banks, with whom Vanguard conducts business).
2.1(d) When and how do I disclose conflicts of interest?
Report any conflicts whether actual, perceived, or potential to Compliance as soon as they arise. Contact Compliance if you encounter a conflict that is not explicitly addressed by our policies, or is potentially significant to a business area or across divisions.
Certain Vanguard Affiliates or departments may have additional policies regarding conflicts of interest. Crew Members and Contingent Workers in those departments must also follow those policies. If in doubt about whether you are subject to additional departmental or Vanguard Affiliate policies, please check with your Vanguard manager or Compliance.
Contingent Workers must also consult with their employer if an actual, perceived, or potential conflict arises.
MCO Resource To disclose conflicts of interest, complete a Conflicts of Interest Disclosure Form via MCO.
Section 3. Outside Business Activities
You are permitted to engage in certain outside business activities (permanent, part-time, or one-time assignment) during your personal time. However, those activities must not adversely affect Vanguard or present a conflict of interest. Your job at Vanguard must come first over other business opportunities, nonprofit activities, or a second job. Be mindful of conflicts, obtain any necessary approvals, and be aware that you may be required to discontinue an activity if a conflict exists.
While Contingent Workers are exempt from the requirements of Section 3, those Contingent Workers who hold a FINRA license are required to comply with the FINRA Licensing Policy on CrewNet.
In addition to the requirements and restrictions in this section, the following supplemental policies may apply to Crew Members: Senior Executive Covered Activity Policy
(officers and Crew Members in roles designated as M6/P6/S6 or higher).
Managing Director Outside Business Activity Policy.
If there is a conflict between a requirement in the Code and a more restrictive requirement in one of these supplemental policies, the more restrictive requirement outlined in the Senior Executive Covered Activity Policy or the Managing Director Outside Business Activity Policy will govern.
Web Resource If you are FINRA licensed, you are also required to comply with the FINRA Licensing Policy on CrewNet.
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You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from Compliance for certain outside business activities.
3.1 Outside Business Activity Requirements 3.1(a) Am I prohibited from engaging in any outside business activities?
Yes. The following activities are generally prohibited: Holding a second job with any company or organization whose activities could create a conflict of interest with your employment at Vanguard. This includes, but is not limited to, selling Securities, term insurance, or fixed or variable annuities; providing investment advice or financial planning or registering as an independent investment advisor; or engaging in any business activity similar to your job at Vanguard.
Working, including serving as a director, officer, or in an advisory capacity, for any business or enterprise that competes with Vanguard.
Working for any organization that could benefit from your knowledge of confidential Vanguard information, such as new Vanguard products, services, or technology.
Serving on the board of a publicly traded company (or on the board of a company reasonably expected to become a public company).
Using Vanguard time, equipment, services, or property or enlisting Crew Members for the benefit of the outside business activity.
Allowing your activities, or the time you spend on them, to interfere with the performance of your job.
Accepting a business opportunity from someone who does, or seeks to do, business with Vanguard if the person made the offer because of your position at Vanguard.
Selling interests, soliciting investors or referring participants to a Private Securities Transaction. Certain elected or appointed political positions.
3.1(b) Am I required to obtain preclearance for any outside business activities?
Yes. You are required to obtain prior written approval for the following outside business activities: Compensated positions held outside of Vanguard, including positions with a nonprofit
or charitable organization.
All entrepreneurial activities, including home and family businesses and independent consulting.
Volunteer positions that involve reviewing, recommending or approving Securities for an organization. This includes, but is not limited to, serving on the finance or investment committee of a nonprofit organization, or serving as treasurer for a homeowners association or on a school board.
Any activity where your role is similar or closely related to your responsibilities at Vanguard.
Any government position, whether paid or unpaid, elected or appointed (e.g., an elected official or member, director, officer, or employee of a government agency, authority, advisory board or other board, such as a public school or library board).
Any official position with any federal, state, or local government authority, or service as a board member or in any representative capacity for any civic, public interest, or regional business interest organization. Example: You are the executive director of a local chamber of commerce or on the board of a wildlife protection organization.
Any board position, whether compensated or non-compensated, including advisory positions.
This includes, but is not limited to, positions on boards of nonprofit organizations, charitable foundations, universities, hospitals, and civic, religious, or fraternal organizations.
Any position on a panel or committee of an index provider.
Acting as a real estate agent or conducting any mortgage related activities.
Any teaching positions where the subject matter relates to Vanguard business that is not in the course of your duties for Vanguard.
Crypto Mining for Digital Currencies, Digital Utility Tokens, or Digital Security Tokens.
Engaging in an equity or a debt-based Crowdfunding project or venture.
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Gifts and
Entertainment
When doing business
with Vanguard Clients,
vendors, potential
Vanguard Clients, and
others, you must abide
by limitations on giving
and receiving gifts and
business entertainment.
Under the Gift and
Entertainment Policy, you
must report certain gifts
and entertainment to
Compliance.
Anti-Bribery
You are prohibited from engaging or participating in any form of bribery or corruption.
3.1(c) What outside business activities do not require preclearance?
You are not required to obtain written approval for the following activities:
Compensated positions in a retail business - for example, positions in retail or department stores or in the food service industry.
Ownership of a second home, rental property, or investment property, provided that the property does not do business with Vanguard.
Selling items on online auction sites, so long as it is not operated as a business.
Unpaid positions with holding companies, trusts, or non-operating entities that hold your or your familys real estate or other Investments, provided the Securities would not otherwise require approval if held directly.
3.1(d) When and how do I preclear an outside business activity?
Other than those outside business activities described in Section 3.1(c), you are required to obtain approval for outside business activities:
If you are already participating in an activity upon joining Vanguard.
Before accepting any new activity.
If there are any changes to a previously reported activity.
In certain situations, you may receive a follow-up form from Compliance requiring you to obtain approval from a Vanguard Officer or Managing Director.
Note: Vanguard Officers may not accept or participate in any outside business activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from Compliance.
MCO Resource To seek approval, you must complete the Outside Business Activities Form via MCO.
Section 4. Gift and Entertainment Policy
You are subject to Vanguards Gift and Entertainment Policy, which is considered an integral part of the Code. There are restrictions on the extent to which gifts or entertainment may be received from or provided to any third party.
Web Resource Refer to the Gift and Entertainment Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
Section 5. Anti-Bribery Policy
You are subject to Vanguards Anti-Bribery Policy, which prohibits bribery and corruption in all forms. You must not offer, give, or receive anything of value for the purpose of improperly obtaining business, retaining business or securing an improper advantage for Vanguard.
Web Resource Refer to the Anti-Bribery Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
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You are prohibited from engaging
in activity that could have an
anticompetitive effect on the price
of goods, services, securities, or
other trading conditions in the global
marketplace in which we operate.
Section 6. Antitrust and Competition Policy
You are subject to Vanguards Antitrust and Competition Policy, which prohibits you from engaging in activity that could have an anticompetitive effect on the price of goods, services and/or securities or other trading conditions in the global marketplace in which we operate.
Web Resource Refer to the Antitrust and Competition Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
Section 7. Duty of Confidentiality
You must keep confidential any nonpublic information you may have obtained while working at Vanguard or while on assignment at Vanguard. This information includes, but is not limited to information about:
The Vanguard Funds (e.g., recent or impending Securities transactions, activities of the funds advisors, offerings of new funds, changes to fund minimums or other provisions in the prospectus, or closings of funds).
Current or prospective Vanguard Clients (e.g., their personal information, Investments, or account transactions).
Other Crew Members, Contingent Workers, or Independent Directors and Trustees (e.g., their pay, benefits, position level, and performance ratings).
Vanguard business activities (e.g., new services, products, technology, or business initiatives).
You must not disclose confidential information to any other person unless it is necessary for the performance of your duties for Vanguard, there is a business purpose for doing so, and such disclosure is authorized by Vanguard.
Contingent Workers may also be subject to a non-disclosure agreement and/or a service or supply agreement with specific confidentiality
provisions. In addition to the requirements of the Code, you must act at all times in accordance with the specific confidentiality provisions in such agreements. Contact your employer for more information.
Section 8. Personal Trading Activities
You must avoid taking personal advantage of your knowledge of Securities activity in Vanguard Funds or Vanguard Client accounts. The Code includes specific restrictions on personal investing, but cannot anticipate every fact pattern or situation. You should adhere at all times to the spirit, and not just the letter, of the Code. There are additional trading prohibitions and reporting requirements if you are designated as either an Investment Person (Section 8.2), Fund Access Person (Section 8.3), or VAI Access Person (Section 8.4).
Regardless of your designation, Compliance has the authority, with appropriate notice to you, to apply any or all of the trading restrictions within the Code.
8.1 GeneralTrading Prohibitions and Reporting Requirements
The requirements of this Section 8.1(a) apply to all persons subject to the Code. The requirements of Section 8.1(c) apply to all Crew Members and Contingent Workers deemed Associated Persons.
8.1(a) What are the general trading prohibitions?
Engaging in conduct that is deceitful, fraudulent, or manipulative, or that involves false or misleading statements, in connection with the purchase or sale of a Security by a Vanguard Fund or Vanguard Client account.
Intentionally, recklessly, or negligently circulating false information or rumors that may affect the securities markets or may be perceived as market manipulation.
Trading on knowledge of Vanguard Fund activities. Taking personal advantage of knowledge of recent, impending, or planned
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You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.
Securities activities of the Vanguard Funds or their investment advisors. You are prohibited from purchasing or selling - directly or indirectly -any Security or Related Security when you know that the Security is being purchased or sold, or considered for purchase or sale, by a Vanguard Fund (with the exception of an index fund). These prohibitions apply to all Securities in which you have acquired or will acquire Beneficial Ownership.
Vanguard InsiderTrading Policies. You are subject to the Insider Trading Policy and/or any similar policy of the Vanguard Affiliate for which you work. Each of these policies are considered an integral part of the Code. Each policy prohibits you from buying or selling any Security while in possession of material, nonpublic information about the issuer of the Security. The policies prohibit you from communicating any nonpublic information about any Security or issuer of Securities to third parties.
Vanguard FundTrading. When purchasing, exchanging, or redeeming shares of a Vanguard Fund, you and your Immediate Family Members must adhere to the policies and standards set forth in the funds prospectus, or offering document, including policies on market-timing and frequent trading.
Initial Coin Offerings. You are prohibited from participating in an Initial Coin Offering.
Web Resource Refer to your local Insider Trading Policy on the Code of Ethics Resource page on CrewNet for further information.
8.1(b) Am I required to maintain Securities in a brokerage account at Vanguard?
U.S. Crew Members: Yes. You and your Immediate Family Members are required to maintain all Reportable Securities within a Vanguard Brokerage Account. You may hold Vanguard Funds, other than Vanguard ETFs, outside of Vanguard. Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 Plans, and Compliance-approved accounts are exempt from this requirement (e.g., Managed Account). Vanguard ETFs must be held within a Vanguard Brokerage Account.
Non-U.S. Crew Members: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.
U.S. and Non-U.S. Contingent Workers: No. You and your Immediate Family Members are not required to maintain Reportable Securities within a Vanguard Brokerage Account.
Web Resource Refer to the U.S. Crew -Securities to be Held at Vanguard document, which can be accessed from the Code of Ethics Resource page on CrewNet.
8.1(c) What am I required to report?
The requirements of this Section apply to all Crew Members and Contingent Workers deemed Associated Persons.
Initial Holdings Report Within ten calendar days of joining Vanguard, you must disclose all Covered Accounts and all Reportable Securities held by you or an Immediate Family Member. This includes Brokerage Accounts held at Vanguard, as well as those held at another financial institution. This information must be current as of 45 calendar days before joining Vanguard.
MCO Resource You will receive an Initial Certification to complete which will include a section to disclose Covered Accounts and all Reportable Securities via MCO.
In addition, you must notify Compliance if you or an Immediate Family Member has subsequently opened, or intends to open, a Covered Account with a financial institution (e.g., broker, dealer, advisor, or any other professional money manager), has acquired holdings in Reportable Securities, or if a preexisting Covered Account (including a Vanguard Brokerage Account) becomes associated with you (such as through marriage or inheritance).
MCO Resource Disclose new Covered Accounts and Reportable Securities via MCO.
14
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Non-Access Persons
document, which can be
accessed from the Code
of Ethics Resource page
on CrewNet.
Duplicate statements and transaction confirmations You must disclose transactions in Reportable Securities made by you and your Immediate Family Members. For any disclosed Vanguard Brokerage Accounts, Compliance will receive transaction confirmations automatically. For each approved Covered Account and any holdings of Reportable Securities held outside of Vanguard, it is your responsibility to ensure duplicate statements and transaction confirmations are delivered to Compliance. If the sponsor of your Covered Account is not able to send statements and daily transaction confirmations (electronic or paper) directly to Vanguard, you will be required to submit copies through MCO immediately after you receive them, unless you receive an exemption from this requirement from Compliance. You do not need to report an account or submit transaction confirmations or statements if the account does not have the ability to hold Securities (e.g., a traditional checking account).
Contingent Workers deemed Associated Persons are required to comply with and are subject to the Securities Account Reporting Obligations on CrewNet.
8.2 AdditionalTrading and Reporting Requirements for Investment Persons
The requirements of this Section 8.2 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which an Investment Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as an Investment Person, reference the Investment Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.
8.2(a) Which Securities trades am I required to preclear?
You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security and in a Vanguard ETF.
By seeking preclearance, you will be deemed to be advising Compliance that you:
Do not possess any material, nonpublic information relating to the security.
Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.
Believe the proposed trade is available to any market participant on the same terms.
Non-U.S. Investment Persons may be subject to additional restrictions. See Section 8.5.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Investment Persons
document, which can be
accessed from the Code
of Ethics Resource page
on CrewNet.
8.2(b) How do I obtain preclearance?
You must receive preclearance through the MCO system or from an authorized member of Compliance. Transactions in Covered Securities and Vanguard ETFs may not be executed before you receive approval.
Same day limit orders are permitted; however, good til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.
Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation
15
of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.
MCO Resource Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.
8.2(c) How long is my preclearance approval valid?
U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.
Non-U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.
8.2(d) Am I required to obtain preclearance before investing in a Private Placement?
Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval
may be granted after a review of the facts and circumstances, including whether:
An investment in the securities is likely to result in future conflicts with Vanguard Client accounts.
You are being offered the opportunity due to your employment at, or association with, Vanguard.
If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.
MCO Resource To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.
8.2(e) Are there Securities transactions that I do not need to preclear?
Yes. You are not required to obtain preclearance for the following:
Purchases or sales of Vanguard Funds. Note: The purchase or sale of Vanguard ETFs require preclearance.
Purchases or sales where the person requesting preclearance has no direct or indirect influence or control over the Covered Security (e.g., you have a trust in your name but you are not the trustee who places the transaction, provided you have granted Investment Discretion to the trustee and there has been no prior communication between you and the trustee regarding the transaction).
Corporate actions in Covered Securities such as stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions.
Purchases or sales made as a part of an Automatic Investment Program.
Purchases made upon the exercise of Rights by an issuer in proportion to all holders of a class of its Securities, to the extent such Rights were acquired for such issuer.
Acquisitions of Covered Securities through gifts or bequests.
16
Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
8.2(f) Am I subject to restrictions on my personal trading in Covered Securities?
Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the blackout period).
If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.
If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.
In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).
In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Funds sale price (as long as your sales price is higher), multiplied by the number of shares you sold.
In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.
Quick Guide: For
example on the above
trade scenarios, refer
to Code of Ethics Q&A,
which can be accessed
from the Code of
Ethics Resource page
on CrewNet.
Compliance may exempt from these restrictions trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).
Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.
Web Resource Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Investment Persons
document, which can be
accessed from the Code
of Ethics Resource page
on CrewNet.
8.2(g) Am I prohibited from engaging in certain Securities transactions?
Yes. You are prohibited from engaging in the following Securities transactions:
Futures and Options. You are prohibited from entering into, acquiring, or selling any Futures contract (including single stock futures) or any
18
Option on any Covered Security (including Options on ETFs).
Initial Public Offerings and Secondary Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.
Short-Selling. You are prohibited from selling short any Security that you do not own or from otherwise engaging in Short-Selling activities.
Short-TermTrading. You are prohibited from purchasing and then selling any Covered Security or a Vanguard ETF at a profit, as well as selling and then repurchasing a Covered Security or a Vanguard ETF at a lower price within 60 calendar days. Gains are calculated based on last in, first out method for purposes of this restriction. If you realize profits on short-term trades, you will be required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code.
Spread Bets. You are prohibited from participating in Spread Betting on Securities, indexes, interest rates, currencies, or commodities.
8.2(h) What happens if I make a short-term trade in a Vanguard Fund?
Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a short-term trade). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Immediate Family Members. For purposes of this paragraph:
A redemption includes a redemption by any means, including an exchange out of a Vanguard Fund.
This policy does not cover purchases and redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program.
Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds). As noted above, Investment Persons are prohibited from purchasing and then selling any Vanguard ETF at a profit, as well as selling and then repurchasing a Vanguard ETF at a lower price within 60 calendar days
8.2(i) Are there any additional reporting requirements that apply to me?
In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:
Covered Accounts where you exercise Investment Discretion.
Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds.
The information must be updated in MCO no later than ten calendar days after you become an Investment Person or joining Vanguard.
QuarterlyTransactions Report Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state None. You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.
Annual Holdings Report Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.
If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.
19
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Investment Persons,
which can be accessed
from the Code of Ethics
Resource page on
CrewNet.
MCO Resource Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO
8.3 AdditionalTrading Prohibitions and Reporting Requirements for Fund Access Persons
The requirements of this Section 8.3 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a Fund Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a Fund Access Person, reference the Fund Access Persons Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.
8.3(a) Which Securities trades am I required to preclear?
You must obtain, for yourself and on behalf of your Immediate Family Members, preclearance for any transaction in a Covered Security.
By seeking preclearance, you will be deemed to be advising Compliance that you:
Do not possess any material, nonpublic information relating to the security.
Do not use knowledge of any proposed trade or investment program relating to the Vanguard Funds for personal benefit.
Believe the proposed trade is available to any market participant on the same terms.
Non-U.S. Fund Access Persons may be subject to additional restrictions. See Section 8.5(a).
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access
Persons document,
which can be accessed
from the Code of Ethics
Resource page on
CrewNet.
8.3(b) How do I obtain preclearance?
You must receive preclearance through the MCO system or by contacting Compliance. Transactions in Covered Securities may not be executed before you receive approval.
Same day limit orders are permitted; however, good til canceled orders (such as limit orders that stay open over the course of multiple trading days until a security reaches a specified market price) are not permitted.
Attempting to gain approval after the transaction has occurred is not permitted. Completing a personal trade before receiving approval or after the approval window expires constitutes a violation of the Code. See Section 10 for more information regarding the sanctions that may be imposed as a result of a violation.
MCO Resource Preclearance must be obtained via MCO. Once the required information is submitted, your preclearance request will be approved or denied immediately.
8.3(c) How long is my preclearance approval valid?
U.S.: Preclearance approval will expire at the end of the trading day on which it is issued (e.g., if you receive approval for a trade on Monday, it is effective until the market closes on that Monday). Preclearance for limit orders is good for transactions on the same day that approval is granted only. If you receive approval for a limit
20
order, it must be executed or expire at the close of regular trading on the same business day for which approval was granted. If you wish to execute the limit order after the close of regular trading on the day you received approval, you must submit a new preclearance request for the day you wish to execute the trade.
Non-U.S.: If you receive approval, transactions must be executed no later than the end of trading on the next business day after the preclearance is granted. If the transaction is not placed within that time, you must submit a new request for approval before placing the transaction. If you preclear a limit order, that limit order must either be executed or expire at the end of the next business day. If you want to execute the order after the next business day period expires, you must resubmit your preclearance request.
8.3(d) Am I required to obtain preclearance before investing in a Private Placement?
Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval may be granted after a review of the facts and circumstances, including whether:
| An investment in the securities is likely to |
| result in future conflicts with Vanguard Client |
| accounts. |
| You are being offered the opportunity due |
| to your employment at, or association with, |
| Vanguard. |
If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.
MCO Resource To seek preclearance of a Private Placement, complete the Outside Business Activities Form via MCO.
8.3(e) Are there Securities transactions that I do not need to preclear?
Yes. You are not required to obtain preclearance for the following:
| Purchases or sales of Vanguard Funds. |
| Purchases or sales where the person |
| requesting preclearance has no direct or |
| indirect influence or control over the account |
| (e.g., you have a trust in your name but you |
| are not the trustee who places the transaction, |
| provided you have granted Investment |
| Discretion to the trustee and there has been |
| no prior communication between you and the |
| trustee regarding the transaction). |
| Corporate actions in Covered Securities such |
| as stock dividends, stock splits, mergers, |
| consolidations, spin-offs, or other similar |
| corporate reorganizations or distributions. |
| Purchases or sales made as a part of an |
| Automatic Investment Program. |
| Purchases made upon the exercise of Rights by |
| an issuer in proportion to all holders of a class |
| of its Securities, to the extent, such Rights |
| were acquired for such issuer. |
| Acquisitions of Covered Securities through gifts |
| or bequests. |
8.3(f) Am I subject to restrictions on my personal trading in Covered Securities?
Yes. You may be subject to certain restrictions if you purchase or sell a Covered Security within seven days before or after a Vanguard Fund purchases or sells the same Covered Security or a Related Security (the blackout period).
If you purchase a Covered Security within seven days before a Vanguard Fund purchases the same Covered Security or a Related Security, you may be required to hold the Covered Security for 6 months before being permitted to sell the Covered Security for a profit.
If you sell a Covered Security within seven days before a Vanguard Fund sells the same Covered Security or a Related Security, you may be required to disgorge any profits earned from your sale of the
21
Covered Security (exclusive of commissions) at a price higher than what the Vanguard Fund received for selling the Covered Security or a Related Security.
In general, you will not receive preclearance to purchase a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated this Code and must immediately sell the Covered Security and disgorge all profits received from the sale to Vanguard (exclusive of commissions).
In general, you will not receive preclearance to sell a Covered Security within seven days after a Vanguard Fund trades the same Covered Security or a Related Security. If you execute the transaction without receiving preclearance, you will have violated the Code and must disgorge the difference (exclusive of commissions) between the sale price you received and the Vanguard Funds sale price (as long as your sales price is higher), multiplied by the number of shares you sold.
Quick Guide: For
example on the above
trade scenarios, refer
to Code of Ethics Q&A,
which can be accessed
from the Code of Ethics
Resource page on
CrewNet.
In addition to these restrictions, local law may dictate the extent to which any gains must be relinquished.
Compliance may exempt from these restrictions certain trades during blackout periods that coincide with trading by certain Vanguard Funds (e.g., index funds).
The blackout period will not apply to a Fund Access Persons sale of any stock for which the market capitalization exceeds US$5 billion, provided that
the total value of any sales of the Security by the Fund Access Person do not exceed US$10,000 in any 30-day rolling period. Sales of securities with market capitalizations below US$5 billion, or that exceed US$10,000 in any 30-day rolling period, will continue to be subject to the blackout periods unless Compliance grants a waiver.
Compliance may waive the blackout period as it applies to the sale of a Covered Security if the Chief Compliance Officer determines its application creates a significant hardship to you (e.g., you need cash for a home purchase or to cover a major medical expense) and, in the opinion of the Chief Compliance Officer, satisfies the requirements for a waiver in Section 11.
Web Resource Refer to the Hardship Waiver Request Form on the Code of Ethics Resource page on CrewNet.
8.3(g) Am I prohibited from engaging in any Securities transactions?
Yes. You are prohibited from engaging in the following Securities transactions:
| Futures and Options. You are prohibited from |
| entering into, acquiring, or selling any Futures |
| contract (including single stock futures) or any |
| Option on any Security (including Options on |
| ETFs). |
| Initial Public Offerings and Secondary |
Offerings. You are prohibited from acquiring Securities in an Initial Public Offering or Secondary Offering.
| Short-Selling. You are prohibited from selling |
| short any Security that you do not own or from |
| otherwise engaging in Short-Selling activities. |
| Short-TermTrading. You are prohibited from |
| purchasing and then selling any Covered |
| Security at a profit, as well as selling and |
| then repurchasing a Covered Security at a |
| lower price within 60 calendar days. Gains are |
| calculated based on last in, first out method |
| for purposes of this restriction. If you realize |
| profits on short-term trades, you will be |
22
required to relinquish the profits. In addition, the trade will be recorded as a violation of the Code. Example: You are not permitted to sell a security at $12 that you purchased within the prior 60 days for $10. Similarly, you are not permitted to purchase a security at $10 that you sold within the prior 60 days for $12.
| Spread Bets. You are prohibited from |
| participating in Spread Betting on Securities, |
| indexes, interest rates, currencies, or |
| commodities. |
8.3(h) What happens if I make a short-term trade in a Vanguard Fund?
Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a short-term trade). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by you or your Immediate Family Members. For purposes of this paragraph:
| A redemption includes a redemption by any |
| means, including an exchange out of a Vanguard |
| Fund. |
| This policy does not cover purchases and |
| redemptions/sales (i) into or out of Vanguard |
| money market funds, Vanguard short-term bond |
| funds, or (ii) through an Automatic Investment |
| Program. |
Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note: This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).
8.3(i) Are there any additional reporting requirements that apply to me?
In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:
| Covered Accounts where you exercise |
| Investment Discretion. |
| Accounts, 529 college savings plans and annuity |
| or insurance products holding Vanguard Funds. |
The information must be updated in MCO no later than ten calendar days after you become a Fund Access Person or joining Vanguard.
QuarterlyTransactions Report Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state None. You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.
Annual Holdings Report Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.
If you are an Investment Person of Vanguard Investments Hong Kong, Limited (VIHK), the holdings disclosure requirement is semi-annual, including the provision of statements.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for Fund Access Persons,
which can be accessed
from the Code of Ethics
Resource page on
CrewNet.
MCO Resource Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.
23
8.4 AdditionalTrading Prohibitions and Reporting Requirements for VAI Access Persons
The requirements of this Section 8.4 are in addition to the requirements of Section 8.1 and apply to all transactions or holdings in which a VAI Access Person has, or will acquire, Beneficial Ownership of Securities. To see if you are designated as a VAI Access Person, reference the VAI Access Person Departments list on CrewNet. Note: this designation could apply to Crew Members or Contingent Workers.
8.4(a) Am I required to preclear Security trades?
No. You are not required to preclear transactions in Covered Securities for you and your Immediate Family members.
Quick Guide: Refer
to the Trading and
Reporting Requirements
for VAI Access Persons,
which can be accessed
from the Code of Ethics
Resource page on
CrewNet.
8.4(b) Am I required to obtain preclearance before investing in a Private Placement?
Yes. You cannot invest in securities offered to potential investors in a Private Placement or other limited investment offering without first obtaining preclearance from Compliance. You must provide documentation describing the investment (e.g., offering memorandum, subscription documents, etc.) so as to enable Compliance to conduct a thorough review of the investment. Approval may be granted after a review of the facts and circumstances, including whether:
|
An investment in the securities is likely to result in future conflicts with Vanguard Client accounts. |
|
You are being offered the opportunity due to your employment at, or association with, Vanguard. |
If you receive approval to purchase Securities in a Private Placement, you must inform Compliance if that Security goes to public offer or is pending listing on an exchange.
MCO Resource To seek preclearance of a Private Placement complete the Outside Business Activities Form via MCO.
8.4(c) Am I prohibited from engaging in any Securities transactions?
Yes. You are subject to the following restrictions with respect to any transaction in which you will acquire any direct or indirect Beneficial Ownership:
| Initial Public Offerings and Secondary |
| Offerings. You are prohibited from acquiring |
| Securities in an Initial Public Offering or |
| Secondary Offering. |
| Short-Selling. You are prohibited from selling |
| short any Security that you do not own or from |
| otherwise engaging in Short-Selling activities. |
| Short-TermTrading. You are prohibited from |
| purchasing and then selling any Covered |
| Security at a profit, as well as selling and then |
| repurchasing a Covered Security at a lower |
| price within 60 calendar days. A last-in-first-out |
| accounting methodology will be applied to a |
| series of Security purchases when applying |
| this holding rule. If you realize profits on short- |
| term trades, you will be required to relinquish |
| the profits to The Vanguard Group Foundation |
| (exclusive of commissions). In addition, the |
| trade will be recorded as a violation of the |
| Code. |
| Short-term trading on options. You may hold |
| options on a Covered Security until you exercise |
| the options or the options expire. However, you |
| may not otherwise close any open positions |
| within 60 calendar days. If you realize profits |
| on such short-term trades, you must relinquish |
| such profits to The Vanguard Group Foundation |
| (exclusive of commissions). For example: |
| you would not be permitted to sell a Covered |
| Security at $12 that you purchased within the |
| prior 60 days for $10. Similarly, you would not |
| be permitted to purchase a Covered Security at |
| $10 that you had sold within the prior 60 days |
24
for $12. Note: These types of transactions can have unintended consequences. For example, your call option could be assigned, causing the underlying Security to be called away within sixty (60) calendar days following the purchase of the Covered Security and will be recorded as a violation of the Code.
8.4(d) What happens if I make a short-term trade in a Vanguard Fund?
Compliance will monitor trading in Vanguard Funds, other than Vanguard ETFs, and will review situations where Vanguard Fund shares are redeemed within 30 calendar days of purchase (a short-term trade). You may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if Compliance determines the short-term trade was detrimental to a Vanguard Fund or a Vanguard Client or that there is a history of frequent trading by the you or your Immediate Family Members. For purposes of this paragraph:
| | A redemption includes a redemption by any | |
means, including an exchange out of a Vanguard Fund. |
||
| | This policy does not cover purchases and | |
redemptions/sales (i) into or out of Vanguard money market funds, Vanguard short-term bond funds, or (ii) through an Automatic Investment Program. |
||
Nothing in this section is intended to replace, nullify, or modify any requirements imposed by a Vanguard Fund.
Note:This section applies to transactions in Vanguard Funds other than Vanguard ETFs (e.g., Vanguard mutual funds).
8.4(e) Are there any additional reporting requirements that apply to me?
In addition to the standard reporting requirements set forth in Section 8.1(c), you must also disclose the following:
|
Covered Accounts where you exercise Investment Discretion. |
|
Accounts, 529 college savings plans and annuity or insurance products holding Vanguard Funds. |
The information must be updated in MCO no later than ten calendar days after you become a VAI Access Person or joining Vanguard.
QuarterlyTransactions Report Within 30 days of quarter end, you must certify that all transactions effected in Covered Securities during the quarter have been recorded accurately in MCO. If there are no transactions in Covered Securities the report should state None. You will not be required to certify if Compliance receives automated or duplicate confirmations and statements. Note: Compliance receives duplicate confirms and statements for all Vanguard accounts.
Annual Holdings Report Within 30 calendar days of receipt, you must certify that all Covered Accounts and Reportable Securities are recorded accurately in MCO.
Quick Guide: Refer to
the Trading and Reporting
Requirements for VAI
Access Persons, which
can be accessed from the
Code of Ethics Resource
page on CrewNet.
MCO Resource - Verify and disclose all Covered Accounts and holdings in Reportable Securities via MCO.
25
8.5 AdditionalTrading Prohibitions for Non-U.S. Crew Members
The requirements of this Section 8.5 are in addition to the requirements of Section 8.1 as well as the requirements of Section 8.2, 8.3, or 8.4, as applicable.
8.5 (a) What are the additional trading prohibitions?
There are additional trading requirements and restrictions for Crew Members in Australia as well as for Crew Members and Contingent Workers in Japan.
8.5(b) What are the Vanguard Fund reporting requirements in Australia?
You and your Immediate Family Members will be required to disclose Vanguard Fund accounts in MCO but are not required to report transactions in Vanguard Funds to the local Compliance Department. For monitoring purposes, the local Compliance Department will access their records via the transfer agency system maintained at VIA, as required.
Note:Trades in Vanguard ETFs are required to be reported, as these records are not held by VIA.
8.5(c) What are the additional trading restrictions for Japan?
Crew Members and Contingent Workers including their Immediate Family Members are prohibited from activities including, but not limited to engaging in margin transactions, Securities-related derivatives transactions, and specified OTC derivatives transactions on their own account.
8.5(d) What additional information is required to be reported for accounts with third party Investment Discretion?
If you or your Immediate Family Member have an arrangement in place with a third party to manage Securities on a discretionary basis, you must provide a copy of the Discretionary Agreement
Approval request to Compliance in advance of effecting any transactions subject to the agreement.
Web Resource Request and complete a Discretionary Agreement Approval Request Form.
26
Certification
Requirements
On an annual
basis, you must
acknowledge that
you understand the
Code of Ethics and
will comply with its
provisions.
Section 9. Certification Requirements
9.1 What am I required to certify initially?
Initial Certification Within 10 calendar days after joining Vanguard, you must certify to Compliance that you have read, understand, and will comply with all applicable requirements of the Code and Code-related policies.
9.2 What am I required to certify annually?
Annual Certification Within 30 calendar days of receipt, you must certify that you have read, understand, and have and will continue to comply with all applicable requirements of the Code and Code-related policies.
Section 10. Penalties and Sanctions
Any violations and potential violations of the Code will be investigated by Compliance or, if necessary, the Global Code of Ethics Committee. Once it has been determined that there was a violation, you will be subject to sanctions, as described below. Compliance will utilize a rolling 24-month period when evaluating whether to sanction a violation. The terms of the Disciplinary Action Policy will also apply.
For violations involving a Contingent Worker, Compliance will consult with a local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.) and the appropriate employer regarding disciplinary action.
10.1 How are violations administered by Compliance?
The sanctions program for non-material violations of the Code (e.g., late certification submissions, missed preclearance of a Covered Security, late in providing account confirms/statements, failure to observe the holding period requirements, etc.) and material violations will generally operate as follows:
The process for addressing non-material and material violations will include the following:
|
First non-material violation in a rolling 24-month period - Letter of Education. Compliance will send the applicable Crew Member, his or her direct manager, and Human Resources or Crew Relations a summary of the violation. |
|
Second non-material violation in a rolling 24-month period - Letter of Caution. Compliance will send a letter of caution to the Crew Member and his or her direct manager for both parties to sign and return to Compliance. Compliance will have the direct manager add a first written warning to Workday. Compliance also will notify the Chief Compliance Officer, the Crew Members direct officer, and Human Resources or Crew Relations. |
|
Third non-material violation in a rolling 24-month period - Letter of Violation. Compliance will report the violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning) if warranted. |
|
Material violation. Compliance will report the material violation to the Global Code of Ethics Committee, which will impose an appropriate sanction (e.g., final written warning, termination, etc.) in its discretion. |
10.2 How is an appropriate sanction determined?
In addition to the foregoing, Compliance may, as authorized by the Chief Compliance Officer and in consultation with the appropriate local Human Resource contact (outside the U.S.) or Crew Relations Specialist (inside the U.S.), impose sanctions for violations of the Code that are considered to be necessary and appropriate under the circumstances and in the best interests of Vanguard and Vanguard Clients.
As mentioned above, certain violations will be reported to the Global Code of Ethics Committee, which will impose sanctions in its discretion. These
28
sanctions, subject to local laws, may include, but are not limited to, one or more of the following: personal trading suspension, profit disgorgement, negative adjustment to performance review and compensation, final written warning, termination of employment or referral to civil or criminal authorities, or any other sanction as may be determined by the Global Code of Ethics Committee in its discretion.
10.3 How is the materiality of a violation determined?
Compliance and/or the Committee will consider a variety of factors including, but not limited to, whether there was a violation of law, the frequency of violations, the monetary value of the violation in question, violations that impact a Vanguard Client, or violations that are egregious, malicious, or repetitive in nature.
10.4 What are my obligations to report a violation?
You are required to immediately report a violation of the Code to the local Compliance Department once you become aware of a violation.
Section 11. Waivers
The Chief Compliance Officer may grant exceptions to this Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that (1) the proposed conduct involves no opportunity for abuse, (2) the proposed conduct does not conflict with Vanguards interests, and (3) not granting an exception would result in an unfair or unjust outcome.
The Chief Compliance Officer may waive the applicability of the Code for a Contingent Worker if the Codes requirements are covered through the applicable service providers contract with Vanguard.
29
Appendices
Appendix A.
Definitions
Appendix B.
Independent Directors and Trustees
Appendix A. Definitions
The following definitions apply throughout the Code.
| Term | Definition | |
| Access Person | Any person designated as an Investment Person, Fund Access Person, or VAI Access Person. | |
| American Depository | A receipt that represents a specific number of shares of a foreign-based corporation held by a | |
| Receipts (ADRs) | U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can | |
| gain exposure to securities of foreign-based companies while investing in the U.S. instead of in | ||
| foreign markets. | ||
| Associated Persons | Any person who conducts securities business on behalf of the Vanguard Marketing Corporation | |
| (VMC). This includes all FINRA-licensed Contingent Workers, as well as non-licensed Contingent | ||
| Workers who perform certain operational and administrative functions for VMC. | ||
| Automatic Investment | A program in which regular periodic purchases (or withdrawals) are made automatically in (or | |
| Program | from) Investment accounts, according to a predetermined schedule and allocation. An Automatic | |
| Investment Program includes a dividend reinvestment plan. | ||
| Bankers' Acceptance | A time draft drawn on a commercial bank by a borrower usually in connection with an | |
| international commercial transaction. Bankers acceptances are usually guaranteed by the bank. | ||
| Beneficial Ownership | The opportunity to directly or indirectlythrough any contract, arrangement, understanding, | |
| relationship, or otherwiseshare at any time in any economic interest or profit derived from an | ||
| ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the | ||
| following: | ||
| | Any Security owned individually by you. | |
| | Any Security owned by an Immediate Family Member. | |
| | Any Security owned in joint tenancy, as tenants in common, or in other joint ownership | |
| arrangements. | ||
| | Any Security in which an Immediate Family Member has Beneficial Ownership if the Security | |
| is held in a Covered Account over which you have decision making authority (for example, | ||
| you act as a trustee, executor, or guardian or you provide Investment advice). | ||
| | Your interest as a general partner or manager/member in Securities held by a general or | |
| limited partnership or limited liability company. | ||
| | Your interest as a member of an investment club or an organization that is formed for the | |
| purpose of investing in a pool of monies or Securities. | ||
| | Your ownership of Securities as a trustee of a trust in which either you or an Immediate | |
| Family Member has a vested interest in the principal or income of the trust or your | ||
| ownership of a vested interest in a trust. | ||
| | Securities owned by a corporation which is directly or indirectly controlled by, or under | |
| common control with, such person. | ||
| Bond | A debt obligation issued by a corporation, government, or government agency that entails | |
| repayment of the principal amount of the obligation at a future date, usually with interest. | ||
| Bribery | The act of making an illegal payment from one party to another, usually in return for a legal or | |
| financial favor. | ||
| Brokerage Account | Any account where you can transact in Securities, including Automatic Investment Programs, | |
| employee stock purchase programs, and employee stock option programs. | ||
| Certificate of Deposit | An insured, interest-bearing deposit at a bank that requires the depositor to keep the money | |
| (CD) | invested for a specified period. | |
| Closed-End Fund | A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered | |
| during an initial subscription period, similar to an initial public offering. After the subscription | ||
| period is closed, the shares are traded on an exchange between investors, like a stock. | ||
| Commercial Paper | A promissory note issued by a company in need of short-term financing. | |
31
| Contingent Workers | A Contingent Worker is a broad term that refers to any person providing services to Vanguard |
| who Vanguard has not designated as a Crew Member. | |
| Contingent Workers generally include individuals performing services for or on behalf of Vanguard | |
| through staffing firms, consulting firms, service providers, and as independent contractors, other | |
| than those who work for an independent organization with expertise in a specific function that is | |
| peripheral to Vanguards core business (e.g., security, landscaping, and food services). | |
| Note: Compliance may waive the applicability of the Code for a Contingent Worker if Compliance | |
| deems the Codes requirements are covered through their service providers contract with | |
| Vanguard. | |
| Contract for Difference | A contract between two parties, typically described as buyer and seller, stipulating that the seller |
| (CFD) | will pay the difference between the current value of an asset and its value at contract time. (If the |
| difference is negative, then the buyer pays instead of the seller.) | |
| Corporate Action | A corporate action is any activity by an issuer that can change its shareholders ownership. |
| Examples include mergers, stock splits, dividends, Rights issues, etc. | |
| Covered Account | A Vanguard Fund account, a Brokerage Account, and any other type of account that holds, or is |
| capable of holding, Reportable Securities. | |
| Covered Security | Any Security, other than (i) Direct Obligations of a Government; (ii) Bankers' Acceptances, |
| Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, | |
| including Repurchase Agreements; (iii) shares issued by Open-End Funds (although for | |
| European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another | |
| fund subject to supervision under the law of an European Economic Area (EEA) state which is an | |
| index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; | |
| (v) exchange-traded funds and exchange-traded notes, and (vi) Digital Security Tokens. | |
| Crew Member | All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund. |
| Crowdfunding | The use of small amounts of capital from a large number of individuals to finance a new business |
| venture. This is an evolving method of raising capital, typically done through the Internet. | |
| Crypto Mining | The act of running or facilitating any computational process for purposes of receiving |
| compensation in the form of a Digital Currency, Digital Utility Token, or Digital Security Token. | |
| Crypto Mining may be done either directly or indirectly. Indirect Crypto Mining involves any | |
| investment or participation in a venture that engages in direct Crypto Mining. | |
| Debenture | An unsecured debt obligation backed only by the general credit of the borrower. |
| Direct Obligations of a | A debt that is backed by the full taxing power of any government. These Securities are generally |
| Government | considered to be of the very highest quality. |
| Digital Currency | A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of |
| account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority,; (3) | |
| relies on algorithmic techniques to regulate the generation of new units of the digital asset; and | |
| (4) has transactions involving the digital asset recorded on a decentralized network or distributed | |
| ledger (e.g., blockchain). A Digital Currency is distinguishable from a Digital Security Token or a | |
| Digital Utility Token. | |
| Digital UtilityToken | A digital asset that (1) provides access to a particular network, product, or service; (2) derives its |
| value primarily from providing access to a particular network, product, or service; and (3) does not | |
| function as a Digital Currency or Digital Security Token. | |
| Digital SecurityToken | Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security |
| Token may: (1) derive its value primarily from, or represent an interest in a separate asset or pool | |
| of assets; or (2) represent an interest an enterprise or venture. A Digital Security Token may | |
| provide owners or holders with voting rights, rights to distributions, or other rights associated | |
| with ownership. Digital Security Tokens are generally held for speculative investment purposes | |
| and not to provide holders with access to a particular network, product, or service. Digital | |
| Security Tokens, like other investments, are generally not used as a medium of exchange. | |
| Note: Whether or not an asset is a Digital Security Token depends on specific facts and | |
| circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not | |
| prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital | |
| Security Token even if it has some purported utility. Please contact Compliance if you have any | |
| questions regarding whether an asset is a Digital Security Token | |
32
| Evidence of Indebtedness | Written agreements for enforceable obligations to pay money. |
| Exchange-Traded Fund | An investment with characteristics of both mutual funds and individual stocks. Many ETFs |
| (ETF) | track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded |
| throughout the day. ETFs often have lower expense ratios but must be purchased and sold | |
| through a broker, which means you may incur commissions. | |
| Exchange-Traded Note | A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns |
| (ETN) | are based on the performance of an underlying index and backed only by the credit of the issuer. |
| ETNs have a maturity date, but typically pay no periodic coupon interest and offer no principal | |
| protection. At maturity an ETN investor receives a cash payment linked to the performance of the | |
| corresponding index, less fees. | |
| Fund Access Person | Any officer (other than officers designated as an Investment Person), director, or trustee of |
| Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees; or anyone who has | |
| access to nonpublic information regarding a Vanguard Funds impending purchases or sales of | |
| Securities, or nonpublic information regarding the portfolio holdings of any Vanguard Fund. For | |
| anyone not an officer, Compliance designates Fund Access Persons individually or by department | |
| number. For a list of Fund Access Person departments, please see the Fund Access Person | |
| Departments list on CrewNet. | |
| Futures/Futures Contract | A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, |
| a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), or an index) for an | |
| agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract | |
| prescribe that settlements are made through cash payments, rather than the delivery of physical | |
| goods or Securities; this is called Contract for Difference. | |
| High-Quality Short-Term | An instrument that has a maturity at issuance of less than 366 days and is rated in one of the |
| Debt Instrument | two highest ratings categories by a nationally recognized statistical rating organization, or an |
| instrument that is unrated but determined by Vanguard to be of comparable quality. | |
| Immediate Family | Your spouse, domestic partner (an unrelated adult with whom you share your home and |
| Members | contribute to each other's support), and minor children |
| Initial Coin Offering (ICO) | An initial offer or sale of a Digital Security Token. |
| Note: Whether or not an offering is an ICO depends on specific facts and circumstances. | |
| Please contact Compliance before participating in an initial offering of a Digital Currency or | |
| Digital Utility Token. | |
| Initial Public Offering | A corporations first offering of common stock to the public. |
| (IPO) | |
| Independent Directors | Any director or trustee who is not an "interested person" of a Vanguard Fund within the meaning |
| andTrustees | of Section 2(a)(19) of the Investment Company Act of 1940. |
| Investment | A monetary asset purchased with the idea that the asset will provide income in the future or |
| appreciate and be sold at a higher price. | |
| Investment Contract | Any contract, transaction, or scheme whereby a person invests money in a common enterprise |
| and is led to expect profits solely from the efforts of the promoter or third party. | |
| Investment Discretion | The authority an individual may exercise, with respect to investment control or trading discretion, |
| on another person's account (e.g., executor, trustee, power of attorney). | |
| Investment Person | Anyone who, in connection with his or her regular functions or duties, makes or participates in |
| making any recommendations regarding the purchase or sale of Securities by a Vanguard Fund; | |
| and anyone designated by Compliance including, but not limited to, those who obtain nonpublic | |
| information concerning recommendations made to a Vanguard Fund. Compliance will designate | |
| Investment Persons individually or by department number. For a list of Investment Persons | |
| departments, please see the Investment Persons Departments list on CrewNet. | |
| Managed Account | A Managed Account is an investment account that is owned by an investor and overseen by a |
| hired professional money manager. The investor has no trading discretion on the account. | |
| Managed Services | A Contingent Worker who provides services to Vanguard and who is employed by an independent |
| Workers | organization with expertise in a specific function that is peripheral to Vanguards core business |
| (e.g., security, landscaping, and food services). | |
33
| Money Market Fund | A type of mutual fund that invests in short-term debt securities with the purpose of providing |
| liquidity and interest at a low risk to shareholders. Money market funds generally seek to | |
| maintain a stable net asset value of $1.00 per share. | |
| MyComplianceOffice | MyComplianceOffice (MCO) is a third-party web based application that allows Crew and |
| (MCO) | Contingent Workers to report and update certain information, as required by the Code. |
| Non-Access Person | Anyone who has not been designated as either an Investment Person, a Fund Access Person, |
| or a Vanguard Advisers, Inc. Access Person. | |
| Note | A financial security that generally has a longer term than a bill, but a shorter term than a Bond. |
| However, the duration of a note can vary significantly and may not always fall neatly into this | |
| categorization. Notes are similar to Bonds in that they are sold at, above, or below face (par) | |
| value; make regular interest payments; and have a specified term until maturity. | |
| Open-End Fund | A mutual fund that has an unlimited number of shares available for purchase. |
| Option | The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific |
| amount of a given stock, commodity, currency, including foreign currencies and Digital Currencies | |
| (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on | |
| one particular date. | |
| Private Placement | A Security that is not registered or required to be registered under the U.S. federal securities |
| laws. Private Placements are generally sold to a relatively small number of select investors (as | |
| opposed to a public issue, in which Securities are made available for sale on the open market) in | |
| order to raise capital. Private Placements may include, among others, interests in hedge funds | |
| (including limited partnership interests) and shares of private companies. Investors in Private | |
| Placements are usually banks, mutual funds, insurance companies, pension funds, edge funds, | |
| and high net worth individuals. Private Placements are typically held or maintained outside of | |
| Vanguard. | |
| Private Securities | The acquisition, purchase, sale, or disposition of a Private Placement. |
| Transaction | |
| Real Estate Investment | A publicly traded company that invests in real estate and distributes almost all of its taxable |
| Trust (REIT) | income to shareholders. REITs often specialize in a particular kind of property. They can, for |
| example, invest in real estate such as office buildings, shopping centers, or hotels; purchase real | |
| estate (an equity REIT); and provide loans to building developers (a mortgage REIT). REITs offer | |
| the opportunity for smaller investors to invest in real estate. | |
| Related Security | Any Security or instrument that provides economic exposure to the same company or entity |
| provided, however, that equity instruments will generally not be considered related to fixed | |
| income instruments (other than convertible Bonds) and vice versa. For example, all of the | |
| following instruments would be related to the common Stock of Company X: Options, Futures, | |
| Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and | |
| Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company | |
| X would be related to one another. | |
| Reportable Securities | Any Covered Security (as defined above), ETFs, ETNs, and Digital Security Tokens. |
| Repurchase Agreement | An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the |
| asset at a specific price and, typically, on a given date (normally the next day). | |
| Rights | A Security giving stockholders entitlement to purchase new shares issued by the corporation |
| issuer at a predetermined price (normally at a discount to the current market price) in proportion | |
| to the number of shares already owned. Rights are issued only for a short period of time, after | |
| which they expire. | |
| Security | Any Stock, Bond, money market instrument, Note, evidence of indebtedness, Debenture, |
| Warrant, Option, Right, Investment Contract, ETF, ETN, or any other Investment or interest | |
| commonly known as a Security. | |
| Secondary Offering | The sale of new or closely held shares by a company that has already made an Initial Public |
| Offering. | |
34
| Short-Selling | The sale of a Security that the investor does not own to take advantage of an anticipated decline |
| in the price of the Security. To sell short, the investor must borrow the Security from a broker to | |
| make delivery to the buyer. | |
| Spread-Betting | A way of trading that enables you to profit from movements in a wide range of markets from |
| Shares to currencies, including foreign currencies and Digital Currencies (e.g., Bitcoin), | |
| commodities, and interest rates. Spread betting allows you to trade on whether the price quoted | |
| for these financial instruments will go up or down. | |
| Stock | A Security that represents part ownership, or equity, in a corporation. Each share of stock is a |
| proportional stake in the corporation's assets and profits, some of which could be paid out as | |
| dividends. | |
| Undertakings ForThe | A regulatory framework of the European Commission that creates a harmonized regime |
| Collective Investment Of | throughout Europe for the management and sale of mutual funds. UCITS funds can be |
| Transferable Securities | registered in Europe and sold to investors worldwide using unified regulatory and investor |
| (UCITS) | protection requirements. |
| Unit InvestmentTrust | An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of |
| (UIT) | income-producing Securities and then sells shares in the trust to investors, usually in units |
| of at least $1,000. | |
| Vanguard | The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate. |
| Vanguard Advisers, Inc. | Any VAI officer, as well as anyone who is involved in making Securities recommendations to VAI |
| (VAI) Access Person | clients, or has significant levels of interaction or dealings with VAI clients for the purposes of |
| providing VAI services to clients. Compliance will designate VAI Access Persons individually or | |
| by department number. For a list of VAI Access Person departments, please see the VAI Access | |
| Person Departments list on CrewNet. | |
| Vanguard Affiliates | Any direct or indirect subsidiary of VGI. |
| Vanguard Clients | The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, |
| including the Vanguard Funds themselves. | |
| Vanguard ETFs | Exchange-traded funds (ETFs) sponsored or managed by Vanguard. Vanguard ETFs issue shares |
| that can be bought or sold throughout the day in the secondary market at a market-determined | |
| price. A Vanguard ETF may operate as a share class of a Vanguard Fund or as a standalone | |
| investment pool. | |
| Vanguard Funds | Vanguard mutual funds, Vanguard ETFs, and any other accounts sponsored or managed by |
| Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts. | |
| Vanguard Officers | Those Vanguard Crew Members at a Principal level position or higher. |
| Warrant | An entitlement to purchase a certain amount of common Stock at a set price (usually higher than |
| the current price) during an extended period of time. Usually issued with a fixed-income security | |
| to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder. | |
35
Appendix B. Independent Directors and Trustees
Independent Directors and Trustees are required to report Securities transactions to Compliance only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Independent Director/Trustee had knowledge (or should have had knowledge) of the transaction.
Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:
| Sections | |
| Section 2 | Standards of Conduct (excludes the reporting requirements for conflicts of interest) |
| Section 5 | Anti-Bribery Policy |
| Section 6 | Antitrust and Competition Policy |
| Section 7 | Duty of Confidentiality |
| Section 8 | Personal Trading Activities 8.1(a) (excludes bullet 6) |
36
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