Form 485BPOS VANGUARD MALVERN FUNDS
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 33-23444) UNDER | |
| THE SECURITIES ACT OF 1933 | [X] |
| PRE-EFFECTIVE AMENDMENT NO. | [ ] |
| POST-EFFECTIVE AMENDMENT NO. 79 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-05628) UNDER THE INVESTMENT COMPANY ACT | |
| OF 1940 | |
| AMENDMENT NO. 81 | [X] |
| Vanguard Malvern Funds | |
| (Exact Name of Registrant as Specified in Declaration of Trust) | |
| P.O. Box 2600, Valley Forge, PA 19482 | |
| (Address of Principal Executive Office) | |
| Registrants Telephone Number (610) 669-1000 | |
| Anne E. Robinson, Esquire | |
| P.O. Box 876 | |
| Valley Forge, PA 19482 | |
| It is proposed that this filing will become effective (check appropriate box) | |
| [ ] immediately upon filing pursuant to paragraph (b) | |
| [X] on January 26, 2018, pursuant to paragraph (b) | |
| [ ] 60 days after filing pursuant to paragraph (a)(1) | |
| [ ] on (date) pursuant to paragraph (a)(1) | |
| [ ] 75 days after filing pursuant to paragraph (a)(2) | |
| [ ] on (date) pursuant to paragraph (a)(2) of rule 485 | |
| If appropriate, check the following box: | |
| [ ] This post-effective amendment designates a new effective date for a previously filed post- | |
| effective amendment. | |
| Vanguard U.S. Value Fund |
| Prospectus |
| January 26, 2018 |
| Investor Shares |
| Vanguard U.S. Value Fund Investor Shares (VUVLX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| 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 | 14 | Redeeming Shares | 26 |
| Investment Advisor | 15 | Exchanging Shares | 30 |
| Dividends, Capital Gains, and Taxes | 16 | Frequent-Trading Limitations | 30 |
| Share Price | 19 | Other Rules You Should Know | 33 |
| Financial Highlights | 21 | 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 and 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 | 0.20% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Fund Operating Expenses | 0.23% |
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 Funds shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $24 | $74 | $130 | $293 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 95% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests substantially all of its assets in U.S. common stocks, with a focus on value stocksthose that are generally out of favor with investors and that typically (but not always) have lower-than-average price/earnings (P/E) ratios. The advisor selects stocks of primarily large and mid-size companies by using a quantitative process to identify stocks that the advisor believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers.
2
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.
Investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from the overall stock market. Small-, mid-, and large-cap stocks each tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks. This volatility is due to several factors, including less certain growth and dividend-yield prospects.
Asset concentration risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of relatively few stocks as compared with other mutual funds. The Fund tends to invest a high percentage of assets in its ten largest holdings. As a result, the volatility experienced by the Fund may be greater than the overall volatility of the stock market.
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.
3
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund 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 Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns Vanguard U.S. Value Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 16.47% (quarter ended September 30, 2009), and the lowest return for a quarter was 21.98% (quarter ended December 31, 2008).
4
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard U.S. Value Fund Investor Shares | |||
| Return Before Taxes | 12.97% | 14.71% | 7.65% |
| Return After Taxes on Distributions | 10.66 | 13.54 | 6.90 |
| Return After Taxes on Distributions and Sale of Fund Shares | 8.68 | 11.66 | 6.08 |
| Russell 3000 Value Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 13.19% | 13.95% | 7.19% |
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
James P. Stetler, Senior Portfolio Manager at Vanguard. He has managed the Fund since 2008 (co-managed since 2012).
Binbin Guo, Ph.D., Principal of Vanguard and head of the Alpha Equity Investment team within Vanguards Quantitative Equity Group. He has co-managed the Fund since 2016.
5
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding 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.
6
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
| 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 U.S. Value Fund’s expense ratio would be 0.23%, or |
| $2.30 per $1,000 of average net assets. The average expense ratio for multi-cap |
| value funds in 2016 was 1.10%, or $11.00 per $1,000 of average net assets |
| (derived from data provided by Lipper, a Thomson Reuters Company, which |
| reports on the mutual fund industry). |
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a fund‘s performance. |
7
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The 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. Under normal circumstances, the Fund will invest at least 80% of its assets in U.S. common stocks. The Funds policy of investing at least 80% of its assets in U.S. common stocks may be changed only upon 60 days notice to shareholders.
Market Exposure
The Fund invests mainly in common stocks of large and mid-size companies that offer favorable prospects for growth of earnings and reasonable valuations relative to their industry peers, but whose prices do not reflect these prospects.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
| U.S. Stock Market Average Annual Returns | ||||
| (19262017) | ||||
| 1 Year | 5 Years | 10 Years | 20 Years | |
| Best | 54.2% | 28.6% | 19.9% | 17.9% |
| Worst | 43.1 | 12.4 | 1.4 | 3.1 |
| Average | 12.0 | 10.1 | 10.3 | 11.0 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2017. You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10.1%, average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.
8
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 the overall stock market. Small-, mid-, and large-cap stocks each tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks. This volatility is due to several factors, including less certain growth and dividend-yield prospects.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that market capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of the Funds stock holdings as of September 30, 2017, was $36.6 billion.
Security Selection
The Funds advisor employs an active investment management method, 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 economy in general. The advisor will sell a security when it is no longer as attractive as an alternative investment.
The Vanguard Group, Inc. (Vanguard), the Funds investment advisor, constructs a diversified portfolio of domestic value stocks based on its assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Funds benchmark, the Russell 3000 Value Index, while seeking to maintain a risk profile similar to that of the Index. This process was developed by a team of Vanguard researchers and is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio.
9
| 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 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 |
| style has periods when it outperforms the other. |
Because the Fund tends to invest a high percentage of assets in its ten largest holdings, the Fund is subject to asset concentration risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of relatively few stocks as compared with other mutual funds. As a result, the volatility experienced by the Fund may be greater than the overall volatility of the stock market.
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 undervalued common stocks, 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.
Although the Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 20% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment,
10
measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Funds securities from falling in value as a result of risks other than unfavorable currency exchange movements.
The Fund may invest a small portion of its assets in equity futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These equity futures and ETFs typically provide returns similar to those of common stocks. The Fund may 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 one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
11
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the 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 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.
12
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 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.
13
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 Share Price. 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 $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
14
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Quantitative Equity Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of 0.07% of the Funds average net assets.
Although the Fund is managed solely by Vanguard, the Fund reserves the right to utilize a multimanager approach in the future. Under the terms of an SEC exemption, the 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 additional investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
15
The managers primarily responsible for the day-to-day management of the Fund are:
James P. Stetler, Senior Portfolio Manager at Vanguard. He has been with Vanguard since 1982, has worked in investment management since 1996, has managed investment portfolios since 2003, and has managed the Fund since 2008 (co-managed since 2012). Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
Binbin Guo, Ph.D., Principal of Vanguard and head of the Alpha Equity Investment team within Vanguards Quantitative Equity Group. He oversees the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed the Fund since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
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. |
16
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.
17
| Plain Talk About Buying a Dividend |
| Unless you are a tax-exempt investor or investing through a tax-advantaged |
| account (such as an IRA or an employer-sponsored retirement or savings plan), |
| you should consider avoiding a purchase of fund shares shortly before the fund |
| makes a distribution, because doing so can cost you money in taxes. This is |
| known as buying a dividend. For example: On December 15, you invest $5,000, |
| buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
| December 16, its share price will drop to $19 (not counting market change). You |
| still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
| x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
| receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
| a funds distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the 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.
18
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. 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. When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the 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.
19
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.
20
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.
| Plain Talk About How to Read the Financial Highlights Table |
| The Fund began fiscal year 2017 with a net asset value (share price) of |
| $17.25 per share. During the year, the Fund earned $0.437 per share from |
| investment income (interest and dividends) and $2.606 per share from |
| investments that had appreciated in value or that were sold for higher prices than |
| the Fund paid for them. |
| Shareholders received $0.663 per share in the form of dividend and capital gains |
| distributions. A portion of each years distributions may come from the prior |
| years income or capital gains. |
| The share price at the end of the year was $19.63, reflecting earnings of $3.043 |
| per share and distributions of $0.663 per share. This was an increase of $2.38 per |
| share (from $17.25 at the beginning of the year to $19.63 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 17.87% for the year. |
| As of September 30, 2017, the Fund had approximately $1.7 billion in net assets. |
| For the year, its expense ratio was 0.23% ($2.30 per $1,000 of net assets), and |
| its net investment income amounted to 2.36% of its average net assets. The |
| Fund sold and replaced securities valued at 95% of its net assets. |
21
| U.S. Value Fund | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $17.25 | $16.48 | $16.95 | $14.41 | $11.89 |
| Investment Operations | |||||
| Net Investment Income | .4371 | .440 | .355 | .299 | .304 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 2.606 | 1.341 | (.543) | 2.531 | 2.506 |
| Total from Investment Operations | 3.043 | 1.781 | (.188) | 2.830 | 2.810 |
| Distributions | |||||
| Dividends from Net Investment Income | (.386) | (.358) | (.282) | (.290) | (.290) |
| Distributions from Realized Capital Gains | (.277) | (.653) | | | |
| Total Distributions | (.663) | (1.011) | (.282) | (.290) | (.290) |
| Net Asset Value, End of Period | $19.63 | $17.25 | $16.48 | $16.95 | $14.41 |
| Total Return2 | 17.87% | 11.09% | 1.18% | 19.89% | 24.16% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,675 | $1,374 | $1,215 | $1,117 | $829 |
| Ratio of Total Expenses to Average Net Assets | 0.23% | 0.23% | 0.26% | 0.29% | 0.29% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.36% | 2.63% | 2.10% | 1.92% | 2.26% |
| Portfolio Turnover Rate | 95% | 76% | 66% | 57% | 75% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Total returns do not include account service fees that may have applied in the periods shown. | |||||
22
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open 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, and Vanguard retail managed 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.
23
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard124).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net
24
asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
25
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, 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 written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
26
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (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
27
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.
28
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see Potentially disruptive redemptions and Emergency circumstances.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in 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 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.
29
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.
30
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
31
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.
32
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account®. To obtain fund and account information through 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.
33
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, 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.
34
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
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.
35
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
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;
36
(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.
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. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, 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.
37
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard U.S. Value Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Reports from the 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.
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 | |
39
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | ||||
| P.O. Box 1110 | |||||
| Valley Forge, PA 19482-1110 | |||||
| Regular Mail (Institutions, Intermediaries, and | The Vanguard Group | ||||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | ||||
| Valley Forge, PA 19482-2900 | |||||
| Registered, Express, or Overnight Mail | The Vanguard Group | ||||
| 455 Devon Park Drive | |||||
| Wayne, PA 19087-1815 | |||||
| Additional Information | |||||
| Inception | Newspaper | Vanguard | CUSIP | ||
| Date | Abbreviation | Fund Number | Number | ||
| U.S. Value Fund | 6/29/2000 | USValue | 124 | 922020201 | |
40
Glossary of Investment Terms
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund 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 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.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
41
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.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Russell 3000 Value Index. An index that measures the performance of those Russell 3000 companies with lower price/book ratios and lower predicted growth rates.
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.
42
This page intentionally left blank.
This page intentionally left blank.
This page intentionally left blank.
P.O. Box 2600
Valley Forge, PA 19482-2600
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a participant in an employer-sponsored plan: |
| If you would like more information about Vanguard | The Vanguard Group |
| U.S. Value Fund, the following documents are | Participant Services |
| available free upon request: | P.O. Box 2900 |
| Valley Forge, PA 19482-2900 | |
| Annual/Semiannual Reports to Shareholders | Telephone: 800-523-1188; Text telephone for people |
| Additional information about the Funds investments is | with hearing impairment: 800-749-7273 |
| available in the Funds annual and semiannual reports | |
| to shareholders. In the annual report, you will find a | If you are a current Vanguard shareholder and would |
| discussion of the market conditions and investment | like information about your account, account |
| transactions, and/or account statements, please call: | |
| strategies that significantly affected the Funds | |
| performance during its last fiscal year. | Client Services Department |
| Telephone: 800-662-2739; Text telephone for people | |
| Statement of Additional Information (SAI) | |
| with hearing impairment: 800-749-7273 | |
| The SAI provides more detailed information about the | |
| Fund and is incorporated by reference into (and thus | Information Provided by the Securities and |
| legally a part of) this prospectus. | Exchange Commission (SEC) |
| You can review and copy information about the Fund | |
| To receive a free copy of the latest annual or semiannual | (including the SAI) at the SECs Public Reference Room in |
| report or the SAI, or to request additional information | Washington, DC. To find out more about this public |
| about the Fund or other Vanguard funds, please visit | service, call the SEC at 202-551-8090. Reports and other |
| vanguard.com or contact us as follows: | information about the Fund are also available in the |
| EDGAR database on the SECs website at www.sec.gov, | |
| If you are an individual investor: | |
| or you can receive copies of this information, for a fee, by | |
| The Vanguard Group | |
| electronic request at the following email address: | |
| Investor Information Department | |
| [email protected], or by writing the Public Reference | |
| P.O. Box 2600 | Section, Securities and Exchange Commission, |
| Valley Forge, PA 19482-2600 | Washington, DC 20549-1520. |
| Telephone: 800-662-7447; Text telephone for people | |
| with hearing impairment: 800-749-7273 | Funds Investment Company Act file number: 811-05628 |
© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 124 012018
| Vanguard Capital Value Fund |
| Prospectus |
| January 26, 2018 |
| Investor Shares |
| Vanguard Capital Value Fund Investor Shares (VCVLX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| 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 | 21 |
| More on the Fund | 6 | Purchasing Shares | 21 |
| The Fund and Vanguard | 12 | Redeeming Shares | 24 |
| Investment Advisor | 13 | Exchanging Shares | 28 |
| Dividends, Capital Gains, and Taxes | 14 | Frequent-Trading Limitations | 28 |
| Share Price | 17 | Other Rules You Should Know | 30 |
| Financial Highlights | 19 | Fund and Account Updates | 35 |
| Employer-Sponsored Plans | 36 | ||
| Contacting Vanguard | 37 | ||
| Additional Information | 38 | ||
| Glossary of Investment Terms | 39 | ||
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 | 0.24% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Fund Operating Expenses | 0.27% |
| Example | |
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $28 | $87 | $152 | $343 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 41% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in a portfolio of stocks across the capitalization spectrum that are considered by the advisor to be undervalued. At the advisors discretion, the portfolio may, at times, be relatively concentrated. Undervalued stocks are generally those that are out of favor with investors and currently trading at prices that the advisor feels are below what the stocks are worth compared with potential earnings, asset values, and/or dividends. These stocks may or may not pay dividends.
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 tend to 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.
Asset concentration risk, which is the chance that the Funds performance may be adversely affected by the poor performance of relatively few stocks as compared with other mutual funds. The Fund may concentrate a large portion of its assets in relatively few holdings within the universe of undervalued stocks. As a result, the volatility experienced by the Fund may be greater than the overall volatility of the stock market.
Investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from the overall stock market. Small-, mid-, and large-cap stocks each tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks. This volatility is due to several factors, including less certain growth and dividend-yield prospects.
2
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.
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 Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns Vanguard Capital Value Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 39.14% (quarter ended June 30, 2009), and the lowest return for a quarter was 24.32% (quarter ended September 30, 2011).
3
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Capital Value Fund Investor Shares | |||
| Return Before Taxes | 12.99% | 11.51% | 7.31% |
| Return After Taxes on Distributions | 12.47 | 9.00 | 5.98 |
| Return After Taxes on Distributions and Sale of Fund Shares | 7.78 | 8.24 | 5.45 |
| Russell 3000 Value Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 13.19% | 13.95% | 7.19% |
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
Wellington Management Company LLP (Wellington Management)
Portfolio Manager
David W. Palmer, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has managed the Fund since 2009.
4
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding 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.
5
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the
prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a funds gross income, are expressed as a percentage of the net assets of |
| the fund. Assuming that operating expenses remain as stated in the Fees and |
| Expenses section, Vanguard Capital Value Funds expense ratio would be 0.27%, |
| or $2.70 per $1,000 of average net assets. The average expense ratio for multi- |
| cap value funds in 2016 was 1.10%, or $11.00 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 funds performance. |
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.
6
Market Exposure
The Fund invests in companies across the capitalization spectrum that are considered by the advisor to be undervalued. Because it invests mainly in stocks, the Fund is subject to certain risks.
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 tend to 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 asset concentration risk, which is the chance that the Funds performance may be adversely affected by the poor performance of relatively few stocks as compared with other mutual funds. The Fund may concentrate a large portion of its assets in relatively few holdings within the universe of undervalued stocks. As a result, the volatility experienced by the Fund may be greater than the overall volatility of the stock market.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
| U.S. Stock Market Average Annual Returns | ||||
| (19262017) | ||||
| 1 Year | 5 Years | 10 Years | 20 Years | |
| Best | 54.2% | 28.6% | 19.9% | 17.9% |
| Worst | 43.1 | 12.4 | 1.4 | 3.1 |
| Average | 12.0 | 10.1 | 10.3 | 11.0 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2017. You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10.1%, average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.
7
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 the overall stock market. Small-, mid-, and large-cap stocks each tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, small- and mid-cap stocks have been more volatile in price than large-cap stocks. This volatility is due to several factors, including less certain growth and dividend-yield prospects.
Security Selection
Wellington Management Company LLP (Wellington Management), relying on the depth and experience of its investment team and supporting global industry analysts, identifies and invests in stocks that it believes to be meaningfully undervalued by the market. The portfolio, in the aggregate, is market-oriented and total-return focused, and is invested in a broad range of stocks across the entire style and capitalization spectrum.
| 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 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 |
| style has periods when it outperforms the other. |
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.
8
Other Investment Policies and Risks
In addition to investing in undervalued common stocks, the Fund may make other kinds of investments to achieve its objective.
The Fund typically invests a limited portion, up to 30%, of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
The Fund may invest in money market instruments; fixed income securities; convertible securities; and other equity securities, such as preferred stocks. The Fund may invest up to 15% of its net assets in illiquid securities.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a currency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Funds securities from falling in value as a result of risks other than unfavorable currency exchange movements.
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
9
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the 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 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
10
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 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.
11
Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The increase in turnover rate for the fiscal year ended September 30, 2017, was the result of a change in the management structure of the Fund.
| 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 $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
12
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
Investment Advisor
Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210, is a Delaware limited liability partnership and an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of September 30, 2017, Wellington Management had investment management authority with respect to approximately $1.1 trillion in client assets. The firm manages the Fund subject to the supervision and oversight of the trustees and officers of the Fund.
The Fund pays the advisor a base fee plus or minus a performance adjustment. The base fee, which is paid quarterly, is a percentage of average daily net assets under management 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 the Fund relative to that of the Dow Jones U.S. Total Stock Market Float Adjusted Index 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 September 30, 2017, the advisory fee represented an effective annual rate of 0.23% of the Funds average net assets before a performance-based decrease of 0.19%.
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.
13
As the Funds sponsor and overall manager, The Vanguard Group, Inc. (Vanguard), may provide additional investment advisory services to the Fund, on an at cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory agreement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The manager primarily responsible for the day-to-day management of the Fund is:
David W. Palmer, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has worked in investment management since 1993, has been with Wellington Management since 1998, has managed investment portfolios since 2004, and has managed the Fund since 2009. Education: B.A., Stanford University; M.B.A., The Wharton School of the University of Pennsylvania.
The Statement of Additional Information provides information about the 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.
14
| 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
-
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.
15
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 28% of any taxable distributions or redemptions from your account if you do not:
-
Provide your correct taxpayer identification number.
-
Certify that the taxpayer identification number is correct.
-
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
16
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. 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. 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 the fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by the 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.
17
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.
18
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.
| Plain Talk About How to Read the Financial Highlights Table |
| The Fund began fiscal year 2017 with a net asset value (share price) of |
| $11.50 per share. During the year, the Fund earned $0.241 per share from |
| investment income (interest and dividends) and $1.42 per share from |
| investments that had appreciated in value or that were sold for higher prices than |
| the Fund paid for them. |
| Shareholders received $0.201 per share in the form of dividend distributions. A |
| portion of each years distributions may come from the prior years income or |
| capital gains. |
| The share price at the end of the year was $12.96, reflecting earnings of $1.661 |
| per share and distributions of $0.201 per share. This was an increase of $1.46 per |
| share (from $11.50 at the beginning of the year to $12.96 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 14.56% for the year. |
| As of September 30, 2017, the Fund had approximately $903 million in net |
| assets. For the year, its expense ratio was 0.27% ($2.70 per $1,000 of net |
| assets), and its net investment income amounted to 1.97% of its average net |
| assets. The Fund sold and replaced securities valued at 41% of its net assets. |
19
| Capital Value Fund | |||||
| Year Ended September 30, | |||||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $11.50 | $11.45 | $15.32 | $14.57 | $10.58 |
| Investment Operations | |||||
| Net Investment Income | .2411 | .180 | .1291 | .1782 | .138 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 1.420 | 1.060 | (2.330) | 2.055 | 4.051 |
| Total from Investment Operations | 1.661 | 1.240 | (2.201) | 2.233 | 4.189 |
| Distributions | |||||
| Dividends from Net Investment Income | (.201) | (.144) | (.175) | (.111) | (.199) |
| Distributions from Realized Capital Gains | | (1.046) | (1.494) | (1.372) | |
| Total Distributions | (.201) | (1.190) | (1.669) | (1.483) | (.199) |
| Net Asset Value, End of Period | $12.96 | $11.50 | $11.45 | $15.32 | $14.57 |
| Total Return3 | 14.56% | 11.36% 15.67% | 16.50% | 40.21% | |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $903 | $933 | $1,059 | $1,784 | $1,249 |
| Ratio of Total Expenses to Average Net Assets4 | 0.27% | 0.25% | 0.50% | 0.47% | 0.41% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.97% | 1.51% | 0.93% | 1.19%2 | 1.03% |
| Portfolio Turnover Rate | 41% | 134% | 90% | 90% | 132% |
| 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 $0.18 and 0.12%, | |||||
| respectively, resulting from a special dividend 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 (0.19%), (0.20%), 0.06%, 0.02%, and (0.05%). | |||||
20
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open 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, and Vanguard retail managed 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.
21
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard328).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
22
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
23
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, 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 written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular
24
schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on
25
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.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
26
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 at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
27
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.
These frequent-trading limitations do not apply to the following:
-
Purchases of shares with reinvested dividend or capital gains distributions.
-
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
28
-
Redemptions of shares to pay fund or account fees.
-
Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
-
Transfers and reregistrations of shares within the same fund.
-
Purchases of shares by asset transfer or direct rollover.
-
Conversions of shares from one share class to another in the same fund.
-
Checkwriting redemptions.
-
Section 529 college savings plans.
-
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
-
Purchases of shares with reinvested dividend or capital gains distributions.
-
Distributions, loans, and in-service withdrawals from a plan.
-
Redemptions of shares as part of a plan termination or at the direction of the plan.
-
Transactions executed through the Vanguard Managed Account Program.
-
Redemptions of shares to pay fund or account fees.
-
Share or asset transfers or rollovers.
-
Reregistrations of shares.
-
Conversions of shares from one share class to another in the same fund.
-
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
29
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.
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.
30
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account®. To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
-
Account registration and address.
-
Fund name and account number, if applicable.
-
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
-
Include the fund name and account number.
-
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
-
An original signature and date from the authorized person(s).
-
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
-
Any supporting documentation that may be required.
31
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, 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.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
32
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Account Service Fee
Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services® account.*
-
Accounts held through intermediaries.*
-
Accounts held by institutional clients.
-
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
33
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
-
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.
34
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. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, 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.
35
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Capital Value Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
-
Performance assessments and comparisons with industry benchmarks.
-
Reports from the 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.
36
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 (Text telephone for people with hearing impairment at 800-749-7273) Client Services 800-662-2739 (Text telephone for people with hearing impairment at 800-749-7273) Participant Services 800-523-1188 (Text telephone for people with hearing impairment at 800-749-7273) Institutional Division 888-809-8102 Financial Advisor and Intermediary Sales Support 800-997-2798 |
For fund and service information For literature requests For account information For most account transactions For information and services for participants in employer- sponsored plans For information and services for large institutional investors For information and services for financial intermediaries including financial advisors, broker-dealers, trust institutions, and insurance companies |
Financial Advisory and Intermediary Trading Support 800-669-0498 |
For account information and trading support for financial intermediaries including financial advisors, broker-dealers, trust institutions, and insurance companies |
37
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | ||||
| P.O. Box 1110 | |||||
| Valley Forge, PA 19482-1110 | |||||
| Regular Mail (Institutions, Intermediaries, and | The Vanguard Group | ||||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | ||||
| Valley Forge, PA 19482-2900 | |||||
| Registered, Express, or Overnight Mail | The Vanguard Group | ||||
| 455 Devon Park Drive | |||||
| Wayne, PA 19087-1815 | |||||
| Additional Information | |||||
| Inception | Newspaper | Vanguard | CUSIP | ||
| Date | Abbreviation | Fund Number | Number | ||
| Capital Value Fund | 12/17/2001 | CapValue | 328 | 922020409 | |
CFA® is a registered trademark owned by CFA Institute.
38
Glossary of Investment Terms
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund 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 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. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
39
Russell 3000 Value Index. An index that measures the performance of those Russell 3000 companies with lower price/book ratios and lower predicted growth rates.
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.
40
This page intentionally left blank.
| P.O. Box 2600 | |
| Valley Forge, PA 19482-2600 | |
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a participant in an employer-sponsored plan: |
| If you would like more information about Vanguard | The Vanguard Group |
| Capital Value Fund, the following documents are | Participant Services |
| available free upon request: | P.O. Box 2900 |
| Valley Forge, PA 19482-2900 | |
| Annual/Semiannual Reports to Shareholders | Telephone: 800-523-1188; Text telephone for people |
| Additional information about the Funds investments is | with hearing impairment: 800-749-7273 |
| available in the Funds annual and semiannual reports | |
| to shareholders. In the annual report, you will find a | If you are a current Vanguard shareholder and would |
| discussion of the market conditions and investment | like information about your account, account |
| transactions, and/or account statements, please call: | |
| strategies that significantly affected the Funds | |
| performance during its last fiscal year. | Client Services Department |
| Telephone: 800-662-2739; Text telephone for people | |
| Statement of Additional Information (SAI) | |
| with hearing impairment: 800-749-7273 | |
| The SAI provides more detailed information about the | |
| Fund and is incorporated by reference into (and thus | Information Provided by the Securities and |
| legally a part of) this prospectus. | Exchange Commission (SEC) |
| You can review and copy information about the Fund | |
| To receive a free copy of the latest annual or semiannual | (including the SAI) at the SECs Public Reference Room in |
| report or the SAI, or to request additional information | Washington, DC. To find out more about this public |
| about the Fund or other Vanguard funds, please visit | service, call the SEC at 202-551-8090. Reports and other |
| vanguard.com or contact us as follows: | information about the Fund are also available in the |
| EDGAR database on the SECs website at www.sec.gov, | |
| If you are an individual investor: | |
| or you can receive copies of this information, for a fee, by | |
| The Vanguard Group | |
| electronic request at the following email address: | |
| Investor Information Department | |
| [email protected], or by writing the Public Reference | |
| P.O. Box 2600 | Section, Securities and Exchange Commission, |
| Valley Forge, PA 19482-2600 | Washington, DC 20549-1520. |
| Telephone: 800-662-7447; Text telephone for people | |
| with hearing impairment: 800-749-7273 | Funds Investment Company Act file number: 811-05628 |
| © 2018 The Vanguard Group, Inc. All rights reserved. | |
| Vanguard Marketing Corporation, Distributor. | |
| P 328 012018 | |
| Vanguard Short-Term Inflation-Protected Securities Index Fund |
| Prospectus |
| January 26, 2018 |
| Investor Shares & Admiral™ Shares |
| Vanguard Short-Term Inflation-Protected Securities Index Fund Investor Shares (VTIPX) |
| Vanguard Short-Term Inflation-Protected Securities Index Fund Admiral Shares (VTAPX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| 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 |
| Investing in Index Funds | 6 | Purchasing Shares | 24 |
| More on the Fund | 7 | Converting Shares | 27 |
| The Fund and Vanguard | 14 | Redeeming Shares | 29 |
| Investment Advisor | 15 | Exchanging Shares | 32 |
| Dividends, Capital Gains, and Taxes | 16 | Frequent-Trading Limitations | 33 |
| Share Price | 19 | Other Rules You Should Know | 35 |
| Financial Highlights | 21 | Fund and Account Updates | 39 |
| Employer-Sponsored Plans | 41 | ||
| Contacting Vanguard | 42 | ||
| Additional Information | 43 | ||
| Glossary of Investment Terms | 45 | ||
Fund Summary
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of inflation-protected public obligations of the U.S. Treasury with remaining maturities of less than 5 years.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Investor Shares | Admiral Shares | |
| Sales Charge (Load) Imposed on Purchases | None | None |
| Purchase Fee | None | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None | None |
| Redemption Fee | None | None |
| Account Service Fee (for certain fund account balances below | $20/year | $20/year |
| $10,000) | ||
| Annual Fund Operating Expenses | ||
| (Expenses that you pay each year as a percentage of the value of your investment) | ||
| Investor Shares | Admiral Shares | |
| Management Fees | 0.13% | 0.05% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.02% | 0.01% |
| Total Annual Fund Operating Expenses | 0.15% | 0.06% |
1
Examples
The following examples are intended to help you compare the cost of investing in the Fund’s Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Investor Shares | $15 | $48 | $85 | $192 |
| Admiral Shares | $6 | $19 | $34 | $77 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 27% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Bloomberg Barclays U.S. Treasury Inflation-Protected Securities (TIPS) 0-5 Year Index. The Index is a market-capitalization-weighted index that includes all inflation-protected public obligations issued by the U.S. Treasury with remaining maturities of less than 5 years.
The Fund attempts to replicate the target index by investing all, or substantially all, of its assets in the securities that make up the Index, holding each security in approximately the same proportion as its weighting in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the target index, which generally does not exceed 3 years.
2
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income fluctuations. The Funds quarterly income distributions are likely to fluctuate considerably more than the income distributions of a typical bond fund. In fact, under certain conditions, the Fund may not have any income to distribute. Income fluctuations associated with changes in interest rates are expected to be low; however, income fluctuations associated with changes in inflation are expected to be high. Overall, investors can expect income fluctuations to be high for the Fund.
Interest rate risk, which is the chance that the value of a bond will fluctuate because of a change in the level of interest rates. Although inflation-indexed bonds seek to provide inflation protection, their prices may decline when interest rates rise and vice versa. Because the Funds dollar-weighted average maturity is expected to be 5 years or less, interest rate risk is expected to be low for the Fund.
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 Funds Investor Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the share classes presented compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
3
Annual Total Returns — Vanguard Short-Term Inflation-Protected Securities Index Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.78% (quarter ended March 31, 2016), and the lowest return for a quarter was –2.42% (quarter ended June 30, 2013).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| Since | |||
| Inception | |||
| (Oct. 16, | |||
| 1 Year | 5 Years | 2012) | |
| Vanguard Short-Term Inflation-Protected Securities Index Fund | |||
| Investor Shares | |||
| Return Before Taxes | 0.72% | 0.03% | 0.11% |
| Return After Taxes on Distributions | 0.07 | –0.21 | –0.12 |
| Return After Taxes on Distributions and Sale of Fund Shares | 0.41 | –0.09 | –0.02 |
| Vanguard Short-Term Inflation-Protected Securities Index Fund | |||
| Admiral Shares | |||
| Return Before Taxes | 0.82% | 0.12% | 0.21% |
| Bloomberg Barclays U.S. TIPS 0-5 Year Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 0.88% | 0.18% | 0.21% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-
4
deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2012.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $10,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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.
5
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund seeks to hold all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency. Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost. Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
6
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Investor Shares and Admiral Shares. A separate prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. In addition, the Fund issues ETF Shares (an exchange-traded class of shares), which are also offered through a separate prospectus.
All share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a funds gross income, are expressed as a percentage of the net assets of |
| the fund. Assuming that operating expenses remain as stated in the Fees and |
| Expenses section, Vanguard Short-Term Inflation-Protected Securities Index |
| Funds expense ratios would be as follows: for Investor Shares, 0.15%, or $1.50 |
| per $1,000 of average net assets; for Admiral Shares, 0.06%, or $0.60 per |
| $1,000 of average net assets. The average expense ratio for inflation-protected |
| bond funds in 2016 was 0.74%, or $7.40 per $1,000 of average net assets |
| (derived from data provided by Lipper, a Thomson Reuters Company, which |
| reports on the mutual fund industry). |
7
| 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. |
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. Under normal circumstances, the Fund will invest at least 80% of its assets in inflation-indexed securities that make up its target index. The Fund may change its 80% policy only upon 60 days notice to shareholders.
8
| Market Exposure |
| Plain Talk About Inflation-Indexed Securities |
| Unlike a conventional bond, whose issuer makes regular fixed interest payments |
| and repays the face value of the bond at maturity, an inflation-indexed security |
| (IIS) provides principal and interest payments that are adjusted over time to reflect |
| a rise (inflation) or a drop (deflation) in the general price level for goods and |
| services. This adjustment is a key feature, given that inflation has typically |
| occurred. However, there have been periods of deflation, such as in 1954 when |
| the Consumer Price Index (CPI) declined by 0.7%. (Source: Bureau of Labor |
| Statistics.) Importantly, in the event of deflation, the U.S. Treasury has guaranteed |
| that it will repay at least the face value of an IIS issued by the U.S. government. |
| However, if an IIS is purchased by a fund at a premium, deflation could cause a |
| fund to experience a loss. |
| Inflation measurement and adjustment for an IIS have two important features. |
| There is a two-month lag between the time that inflation occurs in the economy |
| and when it is factored into IIS valuations. This is due to the time required to |
| measure and calculate the CPI and for the U.S. Treasury to adjust the inflation |
| accrual schedules for an IIS. For example, inflation that occurs in January is |
| calculated and announced during February and affects IIS valuations throughout |
| the month of March. In addition, the inflation index used is the nonseasonally |
| adjusted index. It differs from the CPI that is reported by most news |
| organizations, which is statistically smoothed to overcome highs and lows |
| observed at different points each year. The use of the nonseasonally adjusted |
| index can cause a funds income level to fluctuate. |
The Fund is subject to income fluctuations. The Funds quarterly income distributions are likely to fluctuate considerably more than the income distributions of a typical bond fund. In fact, under certain conditions, the Fund may not have any income to distribute. Income fluctuations associated with changes in interest rates are expected to be low; however, income fluctuations associated with changes in inflation are expected to be high. Overall, investors can expect income fluctuations to be high for the Fund.
While fluctuations in quarterly income distributions are expected to be high, distributions should provide an income yield that adjusts with inflation. In periods of extreme deflation, the Fund may have no income to distribute. If prices throughout the economy decline, the principal and income of an IIS will decline and could result in losses for the Fund.
Changes in interest rates can affect bond income as well as bond prices.
9
The Fund is subject to interest rate risk, which is the chance that the value of a bond will fluctuate because of a change in the level of interest rates. Although inflation-indexed bonds seek to provide inflation protection, their prices may decline when interest rates rise and vice versa. Because the Funds dollar-weighted average maturity is expected to be 5 years or less, interest rate risk is expected to be low for the Fund.
| Plain Talk About Real Returns |
| Inflation-indexed securities are designed to provide a real rate of returna |
| return after adjusting for the impact of inflation. Inflationa rise in the general |
| price levelerodes the purchasing power of an investors portfolio. For example, |
| if an investment provides a nominal total return of 5% in a given year and |
| inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. |
| Investors should be conscious of both the nominal and the real returns on their |
| investments. Investors in inflation-indexed bond funds who do not reinvest the |
| portion of the income distribution that comes from inflation adjustments will not |
| maintain the purchasing power of the investment over the long term. This is |
| because interest earned depends on the amount of principal invested, and that |
| principal will not grow with inflation if the investor does not reinvest the principal |
| adjustment paid out as part of a funds income distributions. |
| Plain Talk About Inflation-Indexed Securities and Interest Rates |
| Interest rates on conventional bonds have two primary components: a real |
| yield and an increment that reflects investor expectations of future inflation. By |
| contrast, interest rates on an IIS are adjusted for inflation and, therefore, are not |
| affected meaningfully by inflation expectations. This leaves only real rates to |
| influence the price of an IIS. A rise in real rates will cause the price of an IIS to |
| fall, while a decline in real rates will boost the price of an IIS. |
The Fund is subject, to a limited extent, to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
Because the Fund emphasizes securities backed by the full faith and credit of the U.S. government, the credit quality of the Funds holdings is expected to be high, and consequently credit risk should be low for the Fund.
10
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest |
| on the bond and, ultimately, to repay the principal. The lower the credit quality, the |
| greater the chancein Vanguards opinionthat the bond issuer will default, or fail |
| to meet its payment obligations. All things being equal, the lower a bonds credit |
| quality, the higher its yield should be to compensate investors for assuming |
| additional risk. |
| Plain Talk About Inflation-Indexed Securities and Taxes |
| Any increase in principal for an IIS resulting from inflation adjustments is |
| considered by the IRS to be taxable income in the year it occurs. For direct |
| holders of an IIS, this means that taxes must be paid on principal adjustments, |
| even though these amounts are not received until the bond matures. By contrast, |
| a mutual fund holding an IIS pays out (to shareholders) both interest income and |
| the income attributable to principal adjustments each quarter in the form of cash |
| or reinvested shares, and the shareholders must pay taxes on the distributions. |
Security Selection
The Fund attempts to track the investment performance of a benchmark index that measures the investment return of inflation-protected public obligations issued by the U.S. Treasury with remaining maturities of less than 5 years. The Fund uses the replication method of indexing, meaning that it generally holds the same securities as its target index and in approximately the same proportions.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying
11
securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. The Fund may also purchase futures or 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 assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the 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.
12
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 objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the 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
13
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. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. 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 dealer |
| markups and other transaction costs will have on its return. Also, funds with high |
| turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with
14
administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.
| Plain Talk About Vanguard’s Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management company’s stock. The management fees charged by |
| these companies include a profit component over and above the companies’ cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds’ expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of less than 0.01% of the Fund’s average net assets.
Under the terms of an SEC exemption, the Funds’ board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in a Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide additional investment advisory services to a Fund, on an at cost basis, at any time. In addition, as the Fund’s sponsor and overall manager, The Vanguard Group, Inc. (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 Funds have filed
15
an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Funds may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The manager primarily responsible for the day-to-day management of the Fund is:
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguards Fixed Income Indexing Americas. He has been with Vanguard since 1998, has worked in investment management since 1999, has managed investment portfolios since 2005, and has managed the Fund since its inception in 2012. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
The Statement of Additional Information provides information about the 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 less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. From time to time, the Fund may also make distributions that are treated as a return of capital. The Fund can declare and distribute income dividends quarterly in March, June, September, and December. The Fund may make a supplemental distribution at some other time during the year. However, the special tax treatment applicable to the Funds portfolio of inflation-indexed bonds increases the Funds risk of overdistributing income and paying a return of capital for a year. To minimize this overdistribution risk, the Fund may determine to pay distributions less frequently than quarterly in a year, and in some years, the Fund may not pay any income dividend. Capital gains distributions, if any, generally occur annually in December.
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.
16
| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from |
| interest as well as capital gains from the funds sale of investments. Income |
| consists of interest the fund earns from its money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
| Plain Talk About Return of Capital |
| Return of capital is the portion of a distribution representing the return of your |
| original investment in a fund. Return of capital reduces your cost basis in the |
| funds shares and is not taxable to you until your cost basis has been reduced |
| to zero. During periods of deflation, the funds inflation-indexed bonds may |
| experience a downward adjustment in their value. These downward |
| adjustments can partially or entirely offset, or more than offset, the income |
| earned on the bonds. Under certain circumstances, these downward |
| adjustments could require the Fund to reclassify a portion of the income |
| dividends previously distributed to shareholders as return of capital. To reduce |
| the possibility of a reclassification, the Fund may determine to pay income |
| dividends less frequently than quarterly in a year, and in some years, the Fund |
| may not pay any income dividends. |
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 income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
17
Your cost basis in the Fund will be decreased by the amount of any return of capital that you receive. This, in turn, will affect the amount of any capital gain or loss that you realize when selling or exchanging your Fund shares.
Return of capital distributions generally are not taxable to you until your cost basis has been reduced to zero. If your cost basis is at zero, return of capital distributions will be treated as capital gains.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
18
| Plain Talk About Buying a Dividend |
| Unless you are a tax-exempt investor or investing through a tax-advantaged |
| account (such as an IRA or an employer-sponsored retirement or savings plan), |
| you should consider avoiding a purchase of fund shares shortly before the fund |
| makes a distribution, because doing so can cost you money in taxes. This is |
| known as buying a dividend. For example: On December 15, you invest $5,000, |
| buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
| December 16, its share price will drop to $19 (not counting market change). You |
| still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
| x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
| receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
| a funds distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
-
Provide your correct taxpayer identification number.
-
Certify that the taxpayer identification number is correct.
-
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the 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 an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by
19
dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
20
Financial Highlights
The following financial highlights tables are intended to help you understand the Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Tables |
| This explanation uses the Funds Investor Shares as an example. The Investor |
| Shares began fiscal year 2017 with a net asset value (share price) of $24.83 per |
| share. During the year, each Investor Share earned $0.312 from investment |
| income (interest). There was a decline of $0.237 per share in the value of |
| investments held or sold by the Fund, resulting in a net gain of $0.075 per share |
| from investment operations. |
| Shareholders received $0.135 per share in the form of dividend distributions. A |
| portion of each years distributions may come from the prior years income or |
| capital gains. |
| The share price at the end of the year was $24.77, reflecting earnings of $0.075 |
| per share and distributions of $0.135 per share. This was a decrease of $0.06 per |
| share (from $24.83 at the beginning of the year to $24.77 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 0.31% for the year. |
| As of September 30, 2017, the Investor Shares had approximately $5.9 billion in |
| net assets. For the year, the expense ratio was 0.15% ($1.50 per $1,000 of net |
| assets), and the net investment income amounted to 1.26% of average net |
| assets. The Fund sold and replaced securities valued at 27% of its net assets. |
21
| Short-Term Inflation-Protected Securities Index Fund | |||||
| Investor Shares | |||||
| Year Ended September 30, | Oct. 16, | ||||
| 20121 to | |||||
| For a Share Outstanding | Sept. 30, | ||||
| Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $24.83 | $24.23 | $24.74 | $24.75 | $25.00 |
| Investment Operations | |||||
| Net Investment Income | .3122 | .0802 | (.131) | .183 | .015 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.237) | .520 | (.206) | (.189) | (.241) |
| Total from Investment Operations | .075 | .600 | (.337) | (.006) | (.226) |
| Distributions | |||||
| Dividends from Net Investment Income | (.135) | — | (.173) | (.004) | (.024) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Total Distributions | (.135) | — | (.173) | (.004) | (.024) |
| Net Asset Value, End of Period | $24.77 | $24.83 | $24.23 | $24.74 | $24.75 |
| Total Return3 | 0.31% | 2.48% | –1.36% | –0.02% | –0.91% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $5,904 | $5,088 | $4,532 | $4,517 | $3,702 |
| Ratio of Total Expenses to Average Net | |||||
| Assets | 0.15% | 0.16% | 0.17% | 0.20% | 0.20%4 |
| Ratio of Net Investment Income to Average | |||||
| Net Assets | 1.26% | 0.42% | (0.53%) | 0.88% | 0.01%4 |
| Portfolio Turnover Rate5 | 27% | 28% | 26% | 18% | 13% |
| 1 |
Inception. |
| 2 |
Calculated based on average shares outstanding. |
| 3 |
Total returns do not include transaction or account service fees that may have applied in the periods shown. |
| 4 |
Annualized. |
| 5 |
Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units. |
22
| Short-Term Inflation-Protected Securities Index Fund | |||||
| Admiral Shares | |||||
| Year Ended September 30, | Oct. 16, | ||||
| 20121 to | |||||
| For a Share Outstanding | Sept. 30, | ||||
| Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $24.88 | $24.27 | $24.77 | $24.77 | $25.00 |
| Investment Operations | |||||
| Net Investment Income | .3382 | .1492 | (.105) | .209 | .025 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.241) | .461 | (.197) | (.195) | (.229) |
| Total from Investment Operations | .097 | .610 | (.302) | .014 | (.204) |
| Distributions | |||||
| Dividends from Net Investment Income | (.187) | — | (.198) | (.014) | (.026) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Total Distributions | (.187) | — | (.198) | (.014) | (.026) |
| Net Asset Value, End of Period | $24.79 | $24.88 | $24.27 | $24.77 | $24.77 |
| Total Return3 | 0.40% | 2.51% | –1.22% | 0.06% | –0.82% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $5,078 | $3,373 | $2,126 | $1,518 | $776 |
| Ratio of Total Expenses to Average Net Assets | 0.06% | 0.07% | 0.08% | 0.10% | 0.10%4 |
| Ratio of Net Investment Income to Average | |||||
| Net Assets | 1.35% | 0.51% | (0.44%) | 0.98% | 0.11%4 |
| Portfolio Turnover Rate5 | 27% | 28% | 26% | 18% | 13% |
| 1 |
Inception. |
| 2 |
Calculated based on average shares outstanding. |
| 3 |
Total returns do not include transaction or account service fees that may have applied in the periods shown. |
| 4 |
Annualized. |
| 5 |
Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units. |
23
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Investor Shares To open and maintain an account. $3,000.
To add to an existing account. Generally $1.
Account Minimums for Admiral Shares
To open and maintain an account. $10,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
24
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.
25
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
26
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
Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, 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.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
27
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.
Conversions From Investor Shares to Admiral Shares
Self-directed conversions. If your account balance in the Fund is at least $10,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $10,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Conversions to Institutional Shares
You are eligible for a self-directed conversion from another share class to Institutional Shares of the Fund, provided that your account meets all Institutional Shares eligibility requirements. You may request a conversion through our website (if you are registered for online access), or you may contact Vanguard by telephone or by mail to
28
request this transaction. Accounts that qualify for Institutional Shares will not be automatically converted.
Mandatory Conversions to Another Share Class
If an account no longer meets the balance requirements for a share class, Vanguard may automatically convert the shares in the account to another share class, as appropriate. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
29
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares 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
30
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.
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.
31
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade 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.
32
Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
-
Purchases of shares with reinvested dividend or capital gains distributions.
-
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
-
Redemptions of shares to pay fund or account fees.
-
Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
-
Transfers and reregistrations of shares within the same fund.
-
Purchases of shares by asset transfer or direct rollover.
-
Conversions of shares from one share class to another in the same fund.
-
Checkwriting redemptions.
33
-
Section 529 college savings plans.
-
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
-
Purchases of shares with reinvested dividend or capital gains distributions.
-
Distributions, loans, and in-service withdrawals from a plan.
-
Redemptions of shares as part of a plan termination or at the direction of the plan.
-
Transactions executed through the Vanguard Managed Account Program.
-
Redemptions of shares to pay fund or account fees.
-
Share or asset transfers or rollovers.
-
Reregistrations of shares.
-
Conversions of shares from one share class to another in the same fund.
-
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30-day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients.
34
Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
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.
35
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
-
Account registration and address.
-
Fund name and account number, if applicable.
-
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
-
Include the fund name and account number.
-
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
-
An original signature and date from the authorized person(s).
-
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
36
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
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.
37
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services® account.*
-
Accounts held through intermediaries.*
-
Accounts held by institutional clients.
-
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
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
-
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.
38
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
39
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Short-Term Inflation-Protected Securities Index Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
-
Performance assessments and comparisons with industry benchmarks.
-
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.
40
Employer-Sponsored Plans
Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.
If you have any questions about the Fund or Vanguard, including those about the 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.
41
| Contacting Vanguard | |
| Web | |
| Vanguard.com | For the most complete source of Vanguard news |
| For fund, account, and service information | |
| For most account transactions | |
| For literature requests | |
| 24 hours a day, 7 days a week | |
| Phone | |
| Vanguard Tele-Account® 800-662-6273 | For automated fund and account information |
| Toll-free, 24 hours a day, 7 days a week | |
| Investor Information 800-662-7447 | For fund and service information |
| (Text telephone for people with hearing | For literature requests |
| impairment at 800-749-7273) | |
| Client Services 800-662-2739 | For account information |
| (Text telephone for people with hearing | For most account transactions |
| impairment at 800-749-7273) | |
| Participant Services 800-523-1188 | For information and services for participants in employer- |
| (Text telephone for people with hearing | sponsored plans |
| impairment at 800-749-7273) | |
| Institutional Division | For information and services for large institutional investors |
| 888-809-8102 | |
| Financial Advisor and Intermediary | For information and services for financial intermediaries |
| Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
| and insurance companies | |
| Financial Advisory and Intermediary | For account information and trading support for financial |
| Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
| trust institutions, and insurance companies | |
42
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions, Intermediaries, and The Vanguard Group | ||||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | |||
| Valley Forge, PA 19482-2900 | ||||
| Registered, Express, or Overnight Mail | The Vanguard Group | |||
| 455 Devon Park Drive | ||||
| Wayne, PA 19087-1815 | ||||
| Additional Information | ||||
| Inception | Newspaper | Vanguard | CUSIP | |
| Date | Abbreviation | Fund Number | Number | |
| Short-Term Inflation-Protected Securities | ||||
| Index Fund | ||||
| Investor Shares | 10/16/2012 | STIPSIxInv | 1967 | 922020508 |
| Admiral Shares | 10/16/2012 | STIPSIxAdm | 567 | 922020706 |
CFA® is a registered trademark owned by CFA Institute.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. TIPS 0-5 Year Index (the Index or Bloomberg Barclays Index).
43
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Short-Term Inflation-Protected Securities Index Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Short-Term Inflation-Protected Securities Index Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Short-Term Inflation-Protected Securities Index Fund. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Short-Term Inflation-Protected Securities Index Fund or the owners of the Short-Term Inflation-Protected Securities Index Fund.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the Short-Term Inflation-Protected Securities Index Fund. Investors acquire the Short-Term Inflation-Protected Securities Index Fund from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Short-Term Inflation-Protected Securities Index Fund. The Short-Term Inflation-Protected Securities Index Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Short-Term Inflation-Protected Securities Index Fund or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Short-Term Inflation-Protected Securities Index Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Short-Term Inflation-Protected Securities Index Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Short-Term Inflation-Protected Securities Index Fund or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Short-Term Inflation-Protected Securities Index Fund.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Short-Term Inflation-Protected Securities Index Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Short-Term Inflation-Protected Securities Index Fund, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE SHORT-TERM INFLATION-PROTECTED SECURITIES INDEX FUND.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.
44
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
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.
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.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
45
Inflation-Indexed Securities. Bonds issued by the U.S. government, government agencies, or corporations, whose principal and interest paymentsunlike those of conventional bondsare adjusted over time to reflect inflation.
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 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. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Return of Capital. A return of all or part of your original investment in a fund. In general, return of capital reduces your cost basis in a funds shares and is not taxable to you until your cost basis has been reduced to zero.
Securities. Stocks, bonds, money market instruments, and other investments.
46
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.
47
This page intentionally left blank.
This page intentionally left blank.
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 Short-Term Inflation-Protected Securities Index 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)
You can review and copy information about the Fund (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the 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], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-05628
© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 1967 012018
| Vanguard Short-Term Inflation-Protected Securities Index Fund |
| Prospectus |
| January 26, 2018 |
| Institutional Shares |
| Vanguard Short-Term Inflation-Protected Securities Index Fund Institutional Shares |
| (VTSPX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| 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 | 22 |
| Investing in Index Funds | 5 | Purchasing Shares | 22 |
| More on the Fund | 6 | Converting Shares | 25 |
| The Fund and Vanguard | 14 | Redeeming Shares | 26 |
| Investment Advisor | 14 | Exchanging Shares | 30 |
| Dividends, Capital Gains, and Taxes | 15 | Frequent-Trading Limitations | 30 |
| Share Price | 18 | Other Rules You Should Know | 32 |
| Financial Highlights | 20 | Fund and Account Updates | 36 |
| Employer-Sponsored Plans | 37 | ||
| Contacting Vanguard | 38 | ||
| Additional Information | 39 | ||
| Glossary of Investment Terms | 41 | ||
Fund Summary
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of inflation-protected public obligations of the U.S. Treasury with remaining maturities of less than 5 years.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.03% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.01% |
| Total Annual Fund Operating Expenses | 0.04% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $4 | $13 | $23 | $51 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 27% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Bloomberg Barclays U.S. Treasury Inflation-Protected Securities (TIPS) 0-5 Year Index. The Index is a market-capitalization-weighted index that includes all inflation-protected public obligations issued by the U.S. Treasury with remaining maturities of less than 5 years.
The Fund attempts to replicate the target index by investing all, or substantially all, of its assets in the securities that make up the Index, holding each security in approximately the same proportion as its weighting in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the target index, which generally does not exceed 3 years.
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income fluctuations. The Funds quarterly income distributions are likely to fluctuate considerably more than the income distributions of a typical bond fund. In fact, under certain conditions, the Fund may not have any income to distribute. Income fluctuations associated with changes in interest rates are expected to be low; however, income fluctuations associated with changes in inflation are expected to be high. Overall, investors can expect income fluctuations to be high for the Fund.
Interest rate risk, which is the chance that the value of a bond will fluctuate because of a change in the level of interest rates. Although inflation-indexed bonds seek to provide inflation protection, their prices may decline when interest rates rise and vice versa. Because the Funds dollar-weighted average maturity is expected to be 5 years or less, interest rate risk is expected to be low for the Fund.
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.
2
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 Funds Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns Vanguard Short-Term Inflation-Protected Securities Index Fund Institutional Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.82% (quarter ended March 31, 2016), and the lowest return for a quarter was 2.38% (quarter ended June 30, 2013).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| Since | |||
| Inception | |||
| (Oct. 17, | |||
| 1 Year | 5 Years | 2012) | |
| Vanguard Short-Term Inflation-Protected Securities Index Fund | |||
| Institutional Shares | |||
| Return Before Taxes | 0.83% | 0.14% | 0.24% |
| Return After Taxes on Distributions | 0.17 | 0.13 | 0.03 |
| Return After Taxes on Distributions and Sale of Fund Shares | 0.47 | 0.02 | 0.06 |
| Bloomberg Barclays U.S. TIPS 0-5 Year Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 0.88% | 0.18% | 0.23% |
3
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 Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2012.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund seeks to hold all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency. Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost. Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
5
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. A separate prospectus offers the Funds Investor Shares and Admiral Shares, which generally have investment minimums of $3,000 and $10,000, respectively. In addition, the Fund issues ETF Shares (an exchange-traded class of shares), which are also offered through a separate prospectus.
All share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a funds gross income, are expressed as a percentage of the net assets of |
| the fund. Assuming that operating expenses remain as stated in the Fees and |
| Expenses section, Vanguard Short-Term Inflation-Protected Securities Index Fund |
| Institutional Shares expense ratio would be 0.04%, or $0.40 per $1,000 of |
| average net assets. The average expense ratio for inflation-protected bond funds |
| in 2016 was 0.74%, or $7.40 per $1,000 of average net assets (derived from data |
| provided by Lipper, a Thomson Reuters Company, which reports on the mutual |
| fund industry). |
6
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a funds performance. |
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. Under normal circumstances, the Fund will invest at least 80% of its assets in inflation-indexed securities that make up its target index. The Fund may change its 80% policy only upon 60 days notice to shareholders.
7
| Market Exposure |
| Plain Talk About Inflation-Indexed Securities |
| Unlike a conventional bond, whose issuer makes regular fixed interest payments |
| and repays the face value of the bond at maturity, an inflation-indexed security |
| (IIS) provides principal and interest payments that are adjusted over time to reflect |
| a rise (inflation) or a drop (deflation) in the general price level for goods and |
| services. This adjustment is a key feature, given that inflation has typically |
| occurred. However, there have been periods of deflation, such as in 1954 when |
| the Consumer Price Index (CPI) declined by 0.7%. (Source: Bureau of Labor |
| Statistics.) Importantly, in the event of deflation, the U.S. Treasury has guaranteed |
| that it will repay at least the face value of an IIS issued by the U.S. government. |
| However, if an IIS is purchased by a fund at a premium, deflation could cause a |
| fund to experience a loss. |
| Inflation measurement and adjustment for an IIS have two important features. |
| There is a two-month lag between the time that inflation occurs in the economy |
| and when it is factored into IIS valuations. This is due to the time required to |
| measure and calculate the CPI and for the U.S. Treasury to adjust the inflation |
| accrual schedules for an IIS. For example, inflation that occurs in January is |
| calculated and announced during February and affects IIS valuations throughout |
| the month of March. In addition, the inflation index used is the nonseasonally |
| adjusted index. It differs from the CPI that is reported by most news |
| organizations, which is statistically smoothed to overcome highs and lows |
| observed at different points each year. The use of the nonseasonally adjusted |
| index can cause a funds income level to fluctuate. |
The Fund is subject to income fluctuations. The Funds quarterly income distributions are likely to fluctuate considerably more than the income distributions of a typical bond fund. In fact, under certain conditions, the Fund may not have any income to distribute. Income fluctuations associated with changes in interest rates are expected to be low; however, income fluctuations associated with changes in inflation are expected to be high. Overall, investors can expect income fluctuations to be high for the Fund.
While fluctuations in quarterly income distributions are expected to be high, distributions should provide an income yield that adjusts with inflation. In periods of extreme deflation, the Fund may have no income to distribute. If prices throughout the economy decline, the principal and income of an IIS will decline and could result in losses for the Fund.
Changes in interest rates can affect bond income as well as bond prices.
8
The Fund is subject to interest rate risk, which is the chance that the value of a bond will fluctuate because of a change in the level of interest rates. Although inflation-indexed bonds seek to provide inflation protection, their prices may decline when interest rates rise and vice versa. Because the Funds dollar-weighted average maturity is expected to be 5 years or less, interest rate risk is expected to be low for the Fund.
| Plain Talk About Real Returns |
| Inflation-indexed securities are designed to provide a real rate of returna |
| return after adjusting for the impact of inflation. Inflationa rise in the general |
| price levelerodes the purchasing power of an investors portfolio. For example, |
| if an investment provides a nominal total return of 5% in a given year and |
| inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. |
| Investors should be conscious of both the nominal and the real returns on their |
| investments. Investors in inflation-indexed bond funds who do not reinvest the |
| portion of the income distribution that comes from inflation adjustments will not |
| maintain the purchasing power of the investment over the long term. This is |
| because interest earned depends on the amount of principal invested, and that |
| principal will not grow with inflation if the investor does not reinvest the principal |
| adjustment paid out as part of a funds income distributions. |
| Plain Talk About Inflation-Indexed Securities and Interest Rates |
| Interest rates on conventional bonds have two primary components: a real |
| yield and an increment that reflects investor expectations of future inflation. By |
| contrast, interest rates on an IIS are adjusted for inflation and, therefore, are not |
| affected meaningfully by inflation expectations. This leaves only real rates to |
| influence the price of an IIS. A rise in real rates will cause the price of an IIS to |
| fall, while a decline in real rates will boost the price of an IIS. |
The Fund is subject, to a limited extent, to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
Because the Fund emphasizes securities backed by the full faith and credit of the U.S. government, the credit quality of the Funds holdings is expected to be high, and consequently credit risk should be low for the Fund.
9
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest |
| on the bond and, ultimately, to repay the principal. The lower the credit quality, the |
| greater the chancein Vanguards opinionthat the bond issuer will default, or fail |
| to meet its payment obligations. All things being equal, the lower a bonds credit |
| quality, the higher its yield should be to compensate investors for assuming |
| additional risk. |
| Plain Talk About Inflation-Indexed Securities and Taxes |
| Any increase in principal for an IIS resulting from inflation adjustments is |
| considered by the IRS to be taxable income in the year it occurs. For direct |
| holders of an IIS, this means that taxes must be paid on principal adjustments, |
| even though these amounts are not received until the bond matures. By contrast, |
| a mutual fund holding an IIS pays out (to shareholders) both interest income and |
| the income attributable to principal adjustments each quarter in the form of cash |
| or reinvested shares, and the shareholders must pay taxes on the distributions. |
Security Selection
The Fund attempts to track the investment performance of a benchmark index that measures the investment return of inflation-protected public obligations issued by the U.S. Treasury with remaining maturities of less than 5 years. The Fund uses the replication method of indexing, meaning that it generally holds the same securities as its target index and in approximately the same proportions.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying
10
securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. The Fund may also purchase futures or 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 assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the 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.
11
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 objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the 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
12
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. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. 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 dealer |
| markups and other transaction costs will have on its return. Also, funds with high |
| turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
13
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.
| Plain Talk About Vanguard’s Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management company’s stock. The management fees charged by |
| these companies include a profit component over and above the companies’ cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds’ expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of less than 0.01% of the Fund’s average net assets.
Under the terms of an SEC exemption, the Funds’ board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in a Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide additional
14
investment advisory services to a Fund, on an at cost basis, at any time. In addition, as the Funds sponsor and overall manager, The Vanguard Group, Inc. (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 Funds have filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Funds may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The manager primarily responsible for the day-to-day management of the Fund is:
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguards Fixed Income Indexing Americas. He has been with Vanguard since 1998, has worked in investment management since 1999, has managed investment portfolios since 2005, and has managed the Fund since its inception in 2012. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
The Statement of Additional Information provides information about the 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 less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. From time to time, the Fund may also make distributions that are treated as a return of capital. The Fund can declare and distribute income dividends quarterly in March, June, September, and December. The Fund may make a supplemental distribution at some other time during the year. However, the special tax treatment applicable to the Funds portfolio of inflation-indexed bonds increases the Funds risk of overdistributing income and paying a return of capital for a year. To minimize this overdistribution risk, the Fund may determine to pay distributions less frequently than quarterly in a year, and in some years, the Fund may not pay any income dividend. Capital gains distributions, if any, generally occur annually in December.
15
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 as well as capital gains from the funds sale of investments. Income |
| consists of interest the fund earns from its money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
| Plain Talk About Return of Capital |
| Return of capital is the portion of a distribution representing the return of your |
| original investment in a fund. Return of capital reduces your cost basis in the |
| funds shares and is not taxable to you until your cost basis has been reduced |
| to zero. During periods of deflation, the funds inflation-indexed bonds may |
| experience a downward adjustment in their value. These downward |
| adjustments can partially or entirely offset, or more than offset, the income |
| earned on the bonds. Under certain circumstances, these downward |
| adjustments could require the Fund to reclassify a portion of the income |
| dividends previously distributed to shareholders as return of capital. To reduce |
| the possibility of a reclassification, the Fund may determine to pay income |
| dividends less frequently than quarterly in a year, and in some years, the Fund |
| may not pay any income dividends. |
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 income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
16
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.
Your cost basis in the Fund will be decreased by the amount of any return of capital that you receive. This, in turn, will affect the amount of any capital gain or loss that you realize when selling or exchanging your Fund shares.
Return of capital distributions generally are not taxable to you until your cost basis has been reduced to zero. If your cost basis is at zero, return of capital distributions will be treated as capital gains.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
17
| Plain Talk About Buying a Dividend |
| Unless you are a tax-exempt investor or investing through a tax-advantaged |
| account (such as an IRA or an employer-sponsored retirement or savings plan), |
| you should consider avoiding a purchase of fund shares shortly before the fund |
| makes a distribution, because doing so can cost you money in taxes. This is |
| known as buying a dividend. For example: On December 15, you invest $5,000, |
| buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
| December 16, its share price will drop to $19 (not counting market change). You |
| still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
| x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
| receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
| a funds distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
-
Provide your correct taxpayer identification number.
-
Certify that the taxpayer identification number is correct.
-
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the 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 an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by
18
dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
19
Financial Highlights
The following financial highlights table is intended to help you understand the Institutional Shares financial performance for the periods shown, and certain information reflects financial results for a single Institutional Share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Institutional Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Table |
| The Institutional Shares began fiscal year 2017 with a net asset value (share price) |
| of $24.90 per share. During the year, each Institutional Share earned $0.333 from |
| investment income (interest). There was a decline of $0.225 per share in the |
| value of investments held or sold by the Fund, resulting in a net gain of $0.108 per |
| share from investment operations. |
| Shareholders received $0.198 per share in the form of dividend distributions. A |
| portion of each years distributions may come from the prior years income or |
| capital gains. |
| The share price at the end of the year was $24.81, reflecting earnings of $0.108 |
| per share and distributions of $0.198 per share. This was a decrease of $0.09 per |
| share (from $24.90 at the beginning of the year to $24.81 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 0.44% for the year. |
| As of September 30, 2017, the Institutional Shares had approximately $7 billion in |
| net assets. For the year, the expense ratio was 0.04% ($0.40 per $1,000 of net |
| assets), and the net investment income amounted to 1.37% of average net |
| assets. The Fund sold and replaced securities valued at 27% of its net assets. |
20
| Short-Term Inflation-Protected Securities Index Fund | |||||
| Institutional Shares | |||||
| Year Ended September 30, | Oct. 17, | ||||
| 20121 to | |||||
| For a Share Outstanding Throughout Each | Sept. 30, | ||||
| Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $24.90 | $24.28 | $24.78 | $24.77 | $24.99 |
| Investment Operations | |||||
| Net Investment Income | .3332 | .1392 | (.099) | .215 | .026 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.225) | .481 | (.196) | (.189) | (.220) |
| Total from Investment Operations | .108 | .620 | (.295) | .026 | (.194) |
| Distributions | |||||
| Dividends from Net Investment Income | (.198) | — | (.205) | (.016) | (.026) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Total Distributions | (.198) | — | (.205) | (.016) | (.026) |
| Net Asset Value, End of Period | $24.81 | $24.90 | $24.28 | $24.78 | $24.77 |
| Total Return3 | 0.44% | 2.55% | –1.19% | 0.11% | –0.78% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $6,986 | $5,500 | $3,837 | $2,706 | $1,262 |
| Ratio of Total Expenses to Average Net | |||||
| Assets | 0.04% | 0.04% | 0.05% | 0.07% | 0.07%4 |
| Ratio of Net Investment Income to Average | |||||
| Net Assets | 1.37% | 0.54% | (0.41%) | 1.01% | 0.14%4 |
| Portfolio Turnover Rate5 | 27% | 28% | 26% | 18% | 13% |
| 1 |
Inception. |
| 2 |
Calculated based on average shares outstanding. |
| 3 |
Total returns do not include transaction fees that may have applied in the periods shown. |
| 4 |
Annualized. |
| 5 |
Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units. |
21
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares
To open and maintain an account. $5 million. If you request Institutional Shares when you open a new account but the investment amount does not meet the account minimum for Institutional Shares, your investment will be placed in another share class of the Fund, as appropriate.
Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.
Vanguard may charge additional recordkeeping fees for institutional clients whose accounts are recordkept by Vanguard. Please contact your Vanguard representative to determine whether additional recordkeeping fees apply to your account.
To add to an existing account. Generally $1.
22
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard1867).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
23
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
24
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, 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.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
25
For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.
Conversions to Institutional Shares
You are eligible for a self-directed conversion from another share class to Institutional Shares of the Fund, provided that your account meets all Institutional Shares eligibility requirements. You may request a conversion through our website (if you are registered for online access), or you may contact Vanguard by telephone or by mail to request this transaction. Accounts that qualify for Institutional Shares will not be automatically converted.
Mandatory Conversions to Another Share Class
If an account no longer meets the balance requirements for Institutional Shares, Vanguard may automatically convert the shares in the account to another share class, as appropriate. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular
26
schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on
27
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.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
28
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 at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
29
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.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
30
-
Redemptions of shares to pay fund or account fees.
-
Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
-
Transfers and reregistrations of shares within the same fund.
-
Purchases of shares by asset transfer or direct rollover.
-
Conversions of shares from one share class to another in the same fund.
-
Checkwriting redemptions.
-
Section 529 college savings plans.
-
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
-
Purchases of shares with reinvested dividend or capital gains distributions.
-
Distributions, loans, and in-service withdrawals from a plan.
-
Redemptions of shares as part of a plan termination or at the direction of the plan.
-
Transactions executed through the Vanguard Managed Account Program.
-
Redemptions of shares to pay fund or account fees.
-
Share or asset transfers or rollovers.
-
Reregistrations of shares.
-
Conversions of shares from one share class to another in the same fund.
-
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
31
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.
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.
32
If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account®. To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
-
Account registration and address.
-
Fund name and account number, if applicable.
-
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
-
Include the fund name and account number.
-
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
-
An original signature and date from the authorized person(s).
-
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
33
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
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.
34
Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Low-Balance Accounts
The Fund reserves the right to convert an investors Institutional Shares to another share class, as appropriate, if the fund account balance falls below the account minimum for any reason, including market fluctuation. Any such conversion will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
35
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Short-Term Inflation-Protected Securities Index Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Financial statements with listings of Fund holdings.
36
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.
37
| 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 | |
38
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions, Intermediaries, and | The Vanguard Group | |||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | |||
| Valley Forge, PA 19482-2900 | ||||
| Registered, Express, or Overnight Mail | The Vanguard Group | |||
| 455 Devon Park Drive | ||||
| Wayne, PA 19087-1815 | ||||
| Additional Information | ||||
| Newspaper | Vanguard | CUSIP | ||
| Inception Date Abbreviation | Fund Number | Number | ||
| Short-Term Inflation-Protected | ||||
| Securities Index Fund | ||||
| Institutional Shares | 10/17/2012 STIPSIxIns | 1867 | 922020607 | |
CFA® is a registered trademark owned by CFA Institute.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloomberg’s licensors, own all proprietary rights in the Bloomberg Barclays U.S. TIPS 0-5 Year Index (the Index or Bloomberg Barclays Index).
39
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Short-Term Inflation-Protected Securities Index Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Short-Term Inflation-Protected Securities Index Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Short-Term Inflation-Protected Securities Index Fund. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Short-Term Inflation-Protected Securities Index Fund or the owners of the Short-Term Inflation-Protected Securities Index Fund.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the Short-Term Inflation-Protected Securities Index Fund. Investors acquire the Short-Term Inflation-Protected Securities Index Fund from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Short-Term Inflation-Protected Securities Index Fund. The Short-Term Inflation-Protected Securities Index Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Short-Term Inflation-Protected Securities Index Fund or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Short-Term Inflation-Protected Securities Index Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Short-Term Inflation-Protected Securities Index Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Short-Term Inflation-Protected Securities Index Fund or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Short-Term Inflation-Protected Securities Index Fund.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Short-Term Inflation-Protected Securities Index Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Short-Term Inflation-Protected Securities Index Fund, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE SHORT-TERM INFLATION-PROTECTED SECURITIES INDEX FUND.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.
40
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
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.
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.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
41
Inflation-Indexed Securities. Bonds issued by the U.S. government, government agencies, or corporations, whose principal and interest paymentsunlike those of conventional bondsare adjusted over time to reflect inflation.
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 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. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Return of Capital. A return of all or part of your original investment in a fund. In general, return of capital reduces your cost basis in a funds shares and is not taxable to you until your cost basis has been reduced to zero.
Securities. Stocks, bonds, money market instruments, and other investments.
42
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.
43
This page intentionally left blank.
This page intentionally left blank.
Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard® > vanguard.com
For More Information
If you would like more information about Vanguard Short-Term Inflation-Protected Securities Index 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 2900 Valley Forge, PA 19482-2900
Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273
If you are a client of Vanguards Institutional Division:
The Vanguard Group
Institutional Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 888-809-8102; Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the 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], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-05628
© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
I 1867 012018
| Vanguard Short-Term Inflation-Protected Securities ETF |
| Prospectus |
| January 26, 2018 |
| Exchange-traded fund shares that are not individually redeemable and are listed |
| on Nasdaq |
| Vanguard Short-Term Inflation-Protected Securities Index Fund ETF Shares (VTIP) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Vanguard ETF Summary | 1 | More on the Fund and ETF Shares | 9 |
| Investing in Vanguard ETF Shares | 6 | The Fund and Vanguard | 17 |
| Investing in Index Funds | 8 | Investment Advisor | 18 |
| Dividends, Capital Gains, and Taxes | 19 | ||
| Share Price and Market Price | 21 | ||
| Additional Information | 22 | ||
| Financial Highlights | 23 | ||
| Glossary of Investment Terms | 27 | ||
ETF Summary
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of inflation-protected public obligations of the U.S. Treasury with remaining maturities of less than 5 years.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Transaction Fee on Purchases and Sales | None through Vanguard | |
| (Broker fees vary) | ||
| Transaction Fee on Reinvested Dividends | None through Vanguard | |
| (Broker fees vary) | ||
| Annual Fund Operating Expenses | ||
| (Expenses that you pay each year as a percentage of the value of your investment) | ||
| Management Fees | 0.05% | |
| 12b-1 Distribution Fee | None | |
| Other Expenses | 0.01% | |
| Total Annual Fund Operating Expenses | 0.06% | |
| Example | ||
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Fund’s shares. This example assumes that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $6 | $19 | $34 | $77 |
1
This example does not include the brokerage commissions that you may pay to buy and sell ETFShares of the Fund.
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 Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 27% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Bloomberg Barclays U.S. Treasury Inflation-Protected Securities (TIPS) 0-5 Year Index. The Index is a market-capitalization-weighted index that includes all inflation-protected public obligations issued by the U.S. Treasury with remaining maturities of less than 5 years.
The Fund attempts to replicate the target index by investing all, or substantially all, of its assets in the securities that make up the Index, holding each security in approximately the same proportion as its weighting in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the target index, which generally does not exceed 3 years.
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income fluctuations. The Funds quarterly income distributions are likely to fluctuate considerably more than the income distributions of a typical bond fund. In fact, under certain conditions, the Fund may not have any income to distribute. Income fluctuations associated with changes in interest rates are expected to be low; however, income fluctuations associated with changes in inflation are expected to be high. Overall, investors can expect income fluctuations to be high for the Fund.
Interest rate risk, which is the chance that the value of a bond will fluctuate because of a change in the level of interest rates. Although inflation-indexed bonds seek to provide inflation protection, their prices may decline when interest rates rise and vice versa. Because the Funds dollar-weighted average maturity is expected to be 5 years or less, interest rate risk is expected to be low for the Fund.
2
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF 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 the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
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 Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
3
Annual Total Returns Vanguard Short-Term Inflation-Protected Securities Index Fund ETF
Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.81% (quarter ended March 31, 2016), and the lowest return for a quarter was 2.41% (quarter ended June 30, 2013).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| Since | |||
| Inception | |||
| (Oct. 12, | |||
| 1 Year | 5 Years | 2012) | |
| Vanguard Short-Term Inflation-Protected Securities Index Fund | |||
| ETF Shares | |||
| Based on NAV | |||
| Return Before Taxes | 0.82% | 0.12% | 0.21% |
| Return After Taxes on Distributions | 0.16 | 0.15 | 0.06 |
| Return After Taxes on Distributions and Sale of Fund Shares | 0.46 | 0.03 | 0.04 |
| Based on Market Price | |||
| Return Before Taxes | 0.80 | 0.11 | 0.23 |
| Bloomberg Barclays U.S. TIPS 0-5 Year Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 0.88% | 0.18% | 0.21% |
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
4
an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2012.
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000.
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.
5
Investing in Vanguard ETF® Shares
What Are Vanguard ETF Shares?
Vanguard ETF Shares are an exchange-traded class of shares issued by certain Vanguard mutual funds. ETF Shares represent an interest in the portfolio of stocks or bonds held by the issuing fund. This prospectus describes Short-Term Inflation-Protected Securities ETF, a class of shares issued by Vanguard Short-Term Inflation-Protected Securities Index Fund. In addition to ETF Shares, the Fund offers three conventional (not exchange-traded) classes of shares. This prospectus, however, relates only to ETF Shares.
How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares?
Conventional mutual fund shares can be directly purchased from and redeemed with the issuing fund for cash at the net asset value (NAV), typically calculated once a day. ETF Shares, by contrast, cannot be purchased directly from or redeemed directly with the issuing fund by an individual investor. Rather, ETF Shares can only be purchased or redeemed directly from the issuing fund by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, usually in exchange for baskets of securities and not for cash (although some funds issue and redeem Creation Units in exchange for cash or a combination of cash and securities).
An organized secondary trading market is expected to exist for ETF Shares, unlike conventional mutual fund shares, because ETF Shares are listed for trading on a national securities exchange. Individual investors can purchase and sell ETF Shares on the secondary market through a broker. Secondary-market transactions occur not at NAV, but at market prices that change throughout the day based on the supply of and demand for ETF Shares and on changes in the prices of the funds portfolio holdings.
The market price of a funds ETF Shares typically will differ somewhat from the NAV of those shares. The difference between market price and NAV is expected to be small most of the time, but in times of market disruption or extreme market volatility, the difference may become significant.
6
How Do I Buy and Sell Vanguard ETF Shares?
ETF Shares of the Fund are listed for trading on Nasdaq. You can buy and sell ETF Shares on the secondary market in the same way you buy and sell any other exchange-traded securitythrough a broker. Your broker may charge a commission to execute a transaction. You will also incur the cost of the bid-ask spread, which is the difference between the price a dealer will pay for a security and the somewhat higher price at which the dealer will sell the same security. Because secondary-market transactions occur at market prices, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares and receive more or less than NAV when you sell those shares. In times of severe market disruption, the bid-ask spread and premiums/ discounts can increase significantly. Unless imposed by your broker, there is no minimum dollar amount you must invest and no minimum number of ETF Shares you must buy.
Your ownership of ETF Shares will be shown on the records of the broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for ensuring that you receive income and capital gains distributions, as well as shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.
7
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund seeks to hold all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency. Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost. Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
8
More on the Fund and ETF Shares
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds ETF Shares, an exchange-traded class of shares. A separate prospectus offers the Funds Investor Shares and AdmiralTM Shares, which generally have investment minimums of $3,000 and $10,000, respectively. In addition, another prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million.
All share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
A Note to Investors
Vanguard ETF Shares can be purchased directly from the issuing Fund only by authorized broker-dealers in exchange for a basket of securities (or, in some cases, for cash or a combination of cash and securities) that is expected to be worth several million dollars. Most individual investors, therefore, will not be able to purchase ETF Shares directly from a Fund. Instead, these investors will purchase ETF Shares on the secondary market with the assistance of a broker.
9
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a funds gross income, are expressed as a percentage of the net assets of |
| the fund. Assuming that operating expenses remain as stated in the Fees and |
| Expenses section, Vanguard Short-Term Inflation-Protected Securities Index Fund |
| ETF Shares expense ratio would be 0.06%, or $0.60 per $1,000 of average net |
| assets. The average expense ratio for inflation-protected bond funds in 2016 was |
| 0.74%, or $7.40 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 funds performance. |
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. Under normal circumstances, the Fund will invest at least 80% of its assets in inflation-indexed securities that make up its target index. The Fund may change its 80% policy only upon 60 days notice to shareholders.
10
| Market Exposure |
| Plain Talk About Inflation-Indexed Securities |
| Unlike a conventional bond, whose issuer makes regular fixed interest payments |
| and repays the face value of the bond at maturity, an inflation-indexed security |
| (IIS) provides principal and interest payments that are adjusted over time to reflect |
| a rise (inflation) or a drop (deflation) in the general price level for goods and |
| services. This adjustment is a key feature, given that inflation has typically |
| occurred. However, there have been periods of deflation, such as in 1954 when |
| the Consumer Price Index (CPI) declined by 0.7%. (Source: Bureau of Labor |
| Statistics.) Importantly, in the event of deflation, the U.S. Treasury has guaranteed |
| that it will repay at least the face value of an IIS issued by the U.S. government. |
| However, if an IIS is purchased by a fund at a premium, deflation could cause a |
| fund to experience a loss. |
| Inflation measurement and adjustment for an IIS have two important features. |
| There is a two-month lag between the time that inflation occurs in the economy |
| and when it is factored into IIS valuations. This is due to the time required to |
| measure and calculate the CPI and for the U.S. Treasury to adjust the inflation |
| accrual schedules for an IIS. For example, inflation that occurs in January is |
| calculated and announced during February and affects IIS valuations throughout |
| the month of March. In addition, the inflation index used is the nonseasonally |
| adjusted index. It differs from the CPI that is reported by most news |
| organizations, which is statistically smoothed to overcome highs and lows |
| observed at different points each year. The use of the nonseasonally adjusted |
| index can cause a funds income level to fluctuate. |
The Fund is subject to income fluctuations. The Funds quarterly income distributions are likely to fluctuate considerably more than the income distributions of a typical bond fund. In fact, under certain conditions, the Fund may not have any income to distribute. Income fluctuations associated with changes in interest rates are expected to be low; however, income fluctuations associated with changes in inflation are expected to be high. Overall, investors can expect income fluctuations to be high for the Fund.
While fluctuations in quarterly income distributions are expected to be high, distributions should provide an income yield that adjusts with inflation. In periods of extreme deflation, the Fund may have no income to distribute. If prices throughout the economy decline, the principal and income of an IIS will decline and could result in losses for the Fund.
Changes in interest rates can affect bond income as well as bond prices.
11
The Fund is subject to interest rate risk, which is the chance that the value of a bond will fluctuate because of a change in the level of interest rates. Although inflation-indexed bonds seek to provide inflation protection, their prices may decline when interest rates rise and vice versa. Because the Funds dollar-weighted average maturity is expected to be 5 years or less, interest rate risk is expected to be low for the Fund.
| Plain Talk About Real Returns |
| Inflation-indexed securities are designed to provide a real rate of returna |
| return after adjusting for the impact of inflation. Inflationa rise in the general |
| price levelerodes the purchasing power of an investors portfolio. For example, |
| if an investment provides a nominal total return of 5% in a given year and |
| inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. |
| Investors should be conscious of both the nominal and the real returns on their |
| investments. Investors in inflation-indexed bond funds who do not reinvest the |
| portion of the income distribution that comes from inflation adjustments will not |
| maintain the purchasing power of the investment over the long term. This is |
| because interest earned depends on the amount of principal invested, and that |
| principal will not grow with inflation if the investor does not reinvest the principal |
| adjustment paid out as part of a funds income distributions. |
| Plain Talk About Inflation-Indexed Securities and Interest Rates |
| Interest rates on conventional bonds have two primary components: a real |
| yield and an increment that reflects investor expectations of future inflation. By |
| contrast, interest rates on an IIS are adjusted for inflation and, therefore, are not |
| affected meaningfully by inflation expectations. This leaves only real rates to |
| influence the price of an IIS. A rise in real rates will cause the price of an IIS to |
| fall, while a decline in real rates will boost the price of an IIS. |
The Fund is subject, to a limited extent, to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
Because the Fund emphasizes securities backed by the full faith and credit of the U.S. government, the credit quality of the Funds holdings is expected to be high, and consequently credit risk should be low for the Fund.
12
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest |
| on the bond and, ultimately, to repay the principal. The lower the credit quality, the |
| greater the chancein Vanguards opinionthat the bond issuer will default, or fail |
| to meet its payment obligations. All things being equal, the lower a bonds credit |
| quality, the higher its yield should be to compensate investors for assuming |
| additional risk. |
| Plain Talk About Inflation-Indexed Securities and Taxes |
| Any increase in principal for an IIS resulting from inflation adjustments is |
| considered by the IRS to be taxable income in the year it occurs. For direct |
| holders of an IIS, this means that taxes must be paid on principal adjustments, |
| even though these amounts are not received until the bond matures. By contrast, |
| a mutual fund holding an IIS pays out (to shareholders) both interest income and |
| the income attributable to principal adjustments each quarter in the form of cash |
| or reinvested shares, and the shareholders must pay taxes on the distributions. |
Security Selection
The Fund attempts to track the investment performance of a benchmark index that measures the investment return of inflation-protected public obligations issued by the U.S. Treasury with remaining maturities of less than 5 years. The Fund uses the replication method of indexing, meaning that it generally holds the same securities as its target index and in approximately the same proportions.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying
13
securities or assets. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. A Fund may also purchase futures or 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 assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Methods Used to Meet Redemption Requests
Redemptions of ETF Shares are typically met through a combination of cash and securities held by the Fund; see How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares? If cash is used to meet redemptions, the Fund typically obtains such cash through positive cash flows or the sale of Fund holdings consistent with the Funds investment objective and strategy. Please consult the Funds Statement of Additional Information for further information on redemptions of ETF Shares.
Under certain 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 objective when those instruments
14
are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Special Risks of Exchange-Traded Shares
ETF Shares are not individually redeemable. They can be redeemed with the issuing Fund at NAV only by authorized broker-dealers and only in large blocks known as Creation Units, which would cost millions of dollars to assemble. Consequently, if you want to liquidate some or all of your ETF Shares, you must sell them on the secondary market at prevailing market prices.
The market price of ETF Shares may differ from NAV. Although it is expected that the market price of an ETF Share typically will approximate its NAV, there may be times when the market price and the NAV differ significantly. Thus, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares. These discounts and premiums are likely to be greatest during times of market disruption or extreme market volatility.
Vanguards website at vanguard.com shows the previous days closing NAV and closing market price for the Funds ETF Shares. The website also discloses, in the Premium/Discount Analysis section of the ETF Shares Price & Performance page, how frequently the Funds ETF Shares traded at a premium or discount to NAV (based on closing NAVs and market prices) and the magnitudes of such premiums and discounts.
An active trading market may not exist. Although Vanguard ETF Shares are listed on a national securities exchange, it is possible that an active trading market may not be maintained. Although this could happen at any time, it is more likely to occur during times of severe market disruption. If you attempt to sell your ETF Shares when an active trading market is not functioning, you may have to sell at a significant discount to NAV. In extreme cases, you may not be able to sell your shares at all.
Trading may be halted. Trading of Vanguard ETF Shares on an exchange 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 ETF Shares may also be halted if (1) the shares are delisted from the listing exchange without first being listed on another exchange or (2) exchange officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
15
A precautionary note to investment companies: Vanguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940. Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.
Frequent Trading and Market-Timing
Unlike frequent trading of a Vanguard funds conventional (i.e., not exchange-traded) classes of shares, frequent trading of ETF Shares does not disrupt portfolio management, increase the funds trading costs, lead to realization of capital gains by the fund, or otherwise harm fund shareholders. The vast majority of trading in ETF Shares occurs on the secondary market. Because these trades do not involve the issuing fund, they do not harm the fund or its shareholders. A few institutional investors are authorized to purchase and redeem ETF Shares directly with the issuing fund. Because these trades typically are effected in kind (i.e., for securities and not for cash) or are assessed a transaction fee when effected in cash, they do not cause any of the harmful effects to the issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the board of trustees of each fund that issues ETF Shares has determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market-timing of ETF Shares.
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.
Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. 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.
16
| 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 dealer |
| markups and other transaction costs will have on its return. Also, funds with high |
| turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
17
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of less than 0.01% of the Fund’s average net assets.
Under the terms of an SEC exemption, the Funds’ board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisor—either as a replacement for an existing advisor or as an additional advisor. Any significant change in a Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide additional investment advisory services to a Fund, on an at cost basis, at any time. In addition, as the Fund’s sponsor and overall manager, The Vanguard Group, Inc. (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 Funds have filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Funds may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Fund’s investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The manager primarily responsible for the day-to-day management of the Fund is:
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguard’s Fixed Income Indexing Americas. He has been with Vanguard since 1998, has worked in investment management since 1999, has managed investment portfolios since 2005, and has managed the Fund since its inception in 2012. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
The Statement of Additional Information provides information about the portfolio manager’s compensation, other accounts under management, and ownership of shares of the Fund.
18
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. From time to time, the Fund may also make distributions that are treated as a return of capital. The Fund can declare and distribute income dividends quarterly in March, June, September, and December. The Fund may make a supplemental distribution at some other time during the year. However, the special tax treatment applicable to the Funds portfolio of inflation-indexed bonds increases the Funds risk of overdistributing income and paying a return of capital for a year. To minimize this overdistribution risk, the Fund may determine to pay distributions less frequently than quarterly in a year, and in some years, the Fund may not pay any income dividend. Capital gains distributions, if any, generally occur annually in December.
| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from |
| interest as well as capital gains from the funds sale of investments. Income |
| consists of interest the fund earns from its money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
| Plain Talk About Return of Capital |
| Return of capital is the portion of a distribution representing the return of your |
| original investment in a fund. Return of capital reduces your cost basis in the |
| funds shares and is not taxable to you until your cost basis has been reduced |
| to zero. During periods of deflation, the funds inflation-indexed bonds may |
| experience a downward adjustment in their value. These downward |
| adjustments can partially or entirely offset, or more than offset, the income |
| earned on the bonds. Under certain circumstances, these downward |
| adjustments could require the Fund to reclassify a portion of the income |
| dividends previously distributed to shareholders as return of capital. To reduce |
| the possibility of a reclassification, the Fund may determine to pay income |
| dividends less frequently than quarterly in a year, and in some years, the Fund |
| may not pay any income dividends. |
19
Reinvestment of Distributions
In order to reinvest dividend and capital gains distributions, investors in the Funds ETF Shares must hold their shares at a broker that offers a reinvestment service. This can be the brokers own service or a service made available by a third party, such as the brokers outside clearing firm or the Depository Trust Company (DTC). If a reinvestment service is available, distributions of income and capital gains can automatically be reinvested in additional whole and fractional ETF Shares of the Fund. If a reinvestment service is not available, investors will receive their distributions in cash. To determine whether a reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker.
As with all exchange-traded funds, reinvestment of dividend and capital gains distributions in additional ETF Shares will occur four business days or more after the ex-dividend date (the date when a distribution of dividends or capital gains is deducted from the price of the Funds shares). The exact number of days depends on your broker. During that time, the amount of your distribution will not be invested in the Fund and therefore will not share in the Funds income, gains, and losses.
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 ETF Shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned ETF Shares.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
Your cost basis in the Fund will be decreased by the amount of any return of capital that you receive. This, in turn, will affect the amount of any capital gain or loss that you realize when selling your ETF Shares.
Return of capital distributions generally are not taxable to you until your cost basis has been reduced to zero. If your cost basis is at zero, return of capital distributions will be treated as capital gains.
A sale of ETF 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.
20
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 of ETF Shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale of ETF Shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
Share Price and Market Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.
Remember: If you buy or sell ETF Shares on the secondary market, you will pay or receive the market price, which may be higher or lower than NAV. Your transaction will be priced at NAV only if you purchase or redeem your ETF Shares in Creation Unit blocks (an option available only to certain authorized broker-dealers).
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF Shares or closed-end fund shares held by a fund are based on the market value of the shares.
21
A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguards website will show the previous days closing NAV and closing market price for the Funds ETF Shares.
| Additional Information | |||
| Vanguard | CUSIP | ||
| Inception Date | Fund Number | Number | |
| Short-Term Inflation-Protected Securities | |||
| Index Fund | |||
| ETF Shares | 10/12/2012 | 3365 | 922020805 |
22
Financial Highlights
The following financial highlights table is intended to help you understand the ETF Shares financial performance for the periods shown, and certain information reflects financial results for a single ETF 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 ETF Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Table |
| The ETF Shares began fiscal year 2017 with a net asset value (share price) of |
| $49.59 per share. During the year, each ETF Share earned $0.671 from |
| investment income (interest). There was a decline of $0.477 per share in the |
| value of investments held or sold by the Fund, resulting in a net gain of $0.194 per |
| share from investment operations. |
| Shareholders received $0.374 per share in the form of dividend distributions. A |
| portion of each years distributions may come from the prior years income or |
| capital gains. |
| The share price at the end of the year was $49.41, reflecting earnings of $0.194 |
| per share and distributions of $0.374 per share. This was a decrease of $0.18 per |
| share (from $49.59 at the beginning of the year to $49.41 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 0.40% for the year. |
| As of September 30, 2017, the ETF Shares had approximately $3.9 billion in net |
| assets. For the year, the expense ratio was 0.06% ($0.60 per $1,000 of net |
| assets), and the net investment income amounted to 1.35% of average net |
| assets. The Fund sold and replaced securities valued at 27% of its net assets. |
23
| Short-Term Inflation-Protected Securities Index Fund ETF Shares | |||||
| Oct. 12, | |||||
| Year Ended September 30, | 20121 to | ||||
| Sept. 30, | |||||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net Asset Value, Beginning of Period | $49.59 | $48.36 | $49.38 | $49.36 | $49.83 |
| Investment Operations | |||||
| Net Investment Income | .6712 | .2512 | (.210) | .414 | .065 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.477) | .979 | (.415) | (.371) | (.483) |
| Total from Investment Operations | .194 | 1.230 | (.625) | .043 | (.418) |
| Distributions | |||||
| Dividends from Net Investment Income | (.374) | — | (.395) | (.023) | (.052) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Total Distributions | (.374) | — | (.395) | (.023) | (.052) |
| Net Asset Value, End of Period | $49.41 | $49.59 | $48.36 | $49.38 | $49.36 |
| Total Return | 0.40% | 2.54% | –1.26% | 0.09% | –0.84% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $3,881 | $2,478 | $1,838 | $1,336 | $967 |
| Ratio of Total Expenses to Average Net Assets | 0.06% | 0.07% | 0.08% | 0.10% | 0.10%3 |
| Ratio of Net Investment Income to Average | |||||
| Net Assets | 1.35% | 0.51% | (0.44%) | 0.98% | 0.11%3 |
| Portfolio Turnover Rate4 | 27% | 28% | 26% | 18% | 13% |
| 1 |
Inception. |
| 2 |
Calculated based on average shares outstanding. |
| 3 |
Annualized. |
| 4 |
Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units. |
24
CFA® is a registered trademark owned by CFA Institute.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloombergs licensors, own all proprietary rights in the Bloomberg Barclays U.S. TIPS 0-5 Year Index (the Index or Bloomberg Barclays Index).
25
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Short-Term Inflation-Protected Securities ETF and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Short-Term Inflation-Protected Securities ETF. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Short-Term Inflation-Protected Securities ETF. Bloomberg and Barclays’ only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Short-Term Inflation-Protected Securities ETF or the owners of the Short-Term Inflation-Protected Securities ETF.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the Short-Term Inflation-Protected Securities ETF. Investors acquire the Short-Term Inflation-Protected Securities ETF from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Short-Term Inflation-Protected Securities ETF. The Short-Term Inflation-Protected Securities ETF is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Short-Term Inflation-Protected Securities ETF or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Short-Term Inflation-Protected Securities ETF with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Short-Term Inflation-Protected Securities ETF to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Short-Term Inflation-Protected Securities ETF or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Short-Term Inflation-Protected Securities ETF.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Short-Term Inflation-Protected Securities ETF, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Short-Term Inflation-Protected Securities ETF, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE SHORT-TERM INFLATION-PROTECTED SECURITIES ETF.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.
26
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Authorized Participant. Institutional investors that are permitted to purchase Creation Units directly from, and redeem Creation Units directly with, the issuing fund. To be an Authorized Participant, an entity must be a participant in the Depository Trust Company and must enter into an agreement with the funds Distributor.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bid-Ask Spread. The difference between the price a dealer is willing to pay for a security (the bid price) and the somewhat higher price at which the dealer is willing to sell the same security (the ask price).
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Creation Unit. A large block of a specified number of ETF Shares. Certain broker-dealers known as Authorized Participants may purchase and redeem ETF Shares from the issuing fund in Creation Unit size blocks.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
27
Ex-Dividend Date. The date when a distribution of dividends and/or capital gains is deducted from the share price of a mutual fund or stock. On the ex-dividend date, the share price drops by the amount of the distribution per share (plus or minus any market activity).
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.
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.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Inflation-Indexed Securities. Bonds issued by the U.S. government, government agencies, or corporations, whose principal and interest paymentsunlike those of conventional bondsare adjusted over time to reflect inflation.
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 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.
28
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Return of Capital. A return of all or part of your original investment in a fund. In general, return of capital reduces your cost basis in a funds shares and is not taxable to you until your cost basis has been reduced to zero.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual 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.
Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard® > vanguard.com
For More Information
If you would like more information about Vanguard Short-Term Inflation-Protected Securities ETF, 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 Funds ETF Shares 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 Vanguard ETF Shares, please visit vanguard.com or contact us as follows:
The Vanguard Group Institutional Investor Information P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 866-499-8473
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the 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], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-05628
© 2018 The Vanguard Group, Inc. All rights reserved.
U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and 8,417,623.
Vanguard Marketing Corporation, Distributor.
P 3365 012018
| Vanguard Institutional Bond Funds |
| Prospectus |
| January 26, 2018 |
| Institutional Plus Shares |
| Vanguard Institutional Short-Term Bond Fund Institutional Plus Shares (VISTX) |
| Vanguard Institutional Intermediate-Term Bond Fund Institutional Plus Shares (VIITX) |
| This prospectus contains financial data for the Funds through the fiscal year ended September 30, 2017. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Vanguard Fund Summaries | Financial Highlights | 28 | |
| Institutional Short-Term Bond Fund | 1 | Investing With Vanguard | 31 |
| Institutional Intermediate-Term Bond Fund | 6 | Frequent-Trading Limitations | 31 |
| More on the Funds | 11 | Additional Information | 33 |
| The Funds and Vanguard | 23 | Glossary of Investment Terms | 35 |
| Investment Advisor | 24 | ||
| Dividends, Capital Gains, and Taxes | 25 | ||
| Share Price | 27 | ||
Vanguard Institutional Short-Term Bond Fund
Investment Objective
The Fund seeks to provide a high level of current income consistent with the maintenance of principal and liquidity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Plus Shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.02% |
| 12b-1 Distribution Fee | None |
| Other Expenses | None |
| Total Annual Fund Operating Expenses | 0.02% |
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 Funds shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $2 | $6 | $11 | $26 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 66% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in a diversified portfolio of short-term high-quality fixed income securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moodys Investors Service, Inc. (Moodys), or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moodys or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor.) The Fund is expected to maintain a dollar-weighted average maturity of 1 to 4 years. Under normal circumstances, the Fund will invest at least 80% of its assets in fixed income securities.
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk, which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality.
Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
2
Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The Fund is the successor to VFTC Short-Term Bond Trust (the predecessor trust), a collective trust managed by Vanguard Fiduciary Trust Company, an affiliate of The Vanguard Group, Inc. The predecessor trust commenced operations on December 7, 2004. The predecessor trust transferred its assets to the Fund in connection with the Funds commencement of operations on or about June 19, 2015. The performance of the Funds Institutional Plus Shares includes the performance of the predecessor trust prior to the commencement of the Funds operations. The performance of the predecessor trust has not been adjusted to reflect the expenses of the Funds Institutional Plus Shares. If the performance of the predecessor trust was adjusted to reflect the expenses of the Funds Institutional Plus Shares, the predecessor trusts performance would have been lower. The Fund is managed with the same investment objective, strategies, policies, and risks as the predecessor trust. The predecessor trust was not an investment company and, therefore, was not subject to certain investment restrictions imposed on investment companies by the Investment Company Act of 1940. If the predecessor trust had been an investment company, its performance may have been different. The after-tax returns reflected in the following table include those of the predecessor trust prior to the commencement of the Funds operations. Unlike the Fund, the predecessor trust was not operated as a regulated investment company for U.S. federal income tax purposes, and thus was not required to make periodic distributions to its shareholders. If the predecessor trust had been operated as a regulated investment company, the after-tax returns for the periods prior to the Funds commencement of operations would have been different from the after-tax returns reflected in the table.
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 Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Current shareholders can obtain updated performance information by calling Vanguard toll-free at 800-662-7447.
3
Annual Total Returns Vanguard Institutional Short-Term Bond Fund Institutional Plus Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.77% (quarter ended June 30, 2009), and the lowest return for a quarter was 1.79% (quarter ended September 30, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Institutional Short-Term Bond Fund Institutional Plus Shares | |||
| Return Before Taxes | 1.42% | 1.14% | 2.23% |
| Return After Taxes on Distributions | 0.64 | 0.79 | 2.05 |
| Return After Taxes on Distributions and Sale of Fund Shares | 0.80 | 0.72 | 1.65 |
| Bloomberg Barclays U.S. 1-3 Years Government/Credit | |||
| ex Baa Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 0.68% | 0.73% | 1.70% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
4
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Gregory S. Nassour, CFA, Principal of Vanguard. He has co-managed the Fund since its inception in 2015.
Brian W. Quigley, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2015.
Purchase and Sale of Fund Shares
Shares of the Fund are available only to certain collective trusts and other accounts managed by Vanguard or its affiliates, as well as qualifying education savings plans.
The minimum investment amount required to open and maintain a Fund account for Institutional Plus Shares is $10 million. The minimum investment amount required to add to an existing Fund account is generally $1. Tax-advantaged education savings plans should contact Vanguard for special eligibility rules that may apply to them.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as a qualified employer-sponsored plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
5
Vanguard Institutional Intermediate-Term Bond Fund
Investment Objective
The Fund seeks to provide a high level of current income consistent with the maintenance of principal and liquidity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Plus Shares of the Fund.
| Shareholder Fees | |
| (Fees paid directly from your investment) | |
| Sales Charge (Load) Imposed on Purchases | None |
| Purchase Fee | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None |
| Redemption Fee | None |
| Annual Fund Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.02% |
| 12b-1 Distribution Fee | None |
| Other Expenses | None |
| Total Annual Fund Operating Expenses | 0.02% |
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 Funds shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $2 | $6 | $11 | $26 |
6
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 Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 253% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in a diversified portfolio of short- and intermediate-term high-quality fixed income securities. High-quality fixed income securities are those rated the equivalent of A3 or better by Moodys Investors Service, Inc. (Moodys), or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moodys or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor.) The Fund is expected to maintain a dollar-weighted average maturity of 3 to 10 years. Under normal circumstances, the Fund will invest at least 80% of its assets in fixed income securities.
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:
Income risk, which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
Prepayment risk, which is the chance that during periods of falling interest rates,
homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in
7
the Funds income. Such prepayments and subsequent reinvestments would also increase the Funds portfolio turnover rate. Prepayment risk is moderate for the Fund.
Extension risk, which is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is moderate for the Fund.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Fund because it invests primarily in bonds that are considered high-quality.
Manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The Fund is the successor to VFTC Intermediate-Term Bond Trust (the predecessor trust), a collective trust managed by Vanguard Fiduciary Trust Company, an affiliate of The Vanguard Group, Inc. The predecessor trust commenced operations on November 30, 1997. The predecessor trust transferred its assets to the Fund in connection with the Funds commencement of operations on or about June 19, 2015. The performance of the Funds Institutional Plus Shares includes the performance of the predecessor trust prior to the commencement of the Funds operations. The performance of the predecessor trust has not been adjusted to reflect the expenses of the Funds Institutional Plus Shares. If the performance of the predecessor trust was adjusted to reflect the expenses of the Funds Institutional Plus Shares, the predecessor trusts performance would have been lower. The Fund is managed with the same investment objective, strategies, policies, and risks as the predecessor trust. The predecessor trust was not an investment company and, therefore, was not subject to certain investment restrictions imposed on investment companies by the Investment Company Act of 1940. If the predecessor trust had been an investment company, its performance may have been different. The after-tax returns reflected in the following table include those of the predecessor trust prior to the commencement of the Funds operations. Unlike the Fund, the predecessor trust was not operated as a regulated investment company for U.S. federal income tax purposes, and thus was
8
not required to make periodic distributions to its shareholders. If the predecessor trust had been operated as a regulated investment company, the after-tax returns for the periods prior to the Funds commencement of operations would have been different from the after-tax returns reflected in the table.
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 Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Current shareholders can obtain updated performance information by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns Vanguard Institutional Intermediate-Term Bond Fund Institutional Plus Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 3.38% (quarter ended September 30, 2009), and the lowest return for a quarter was 2.04% (quarter ended December 31, 2016).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Institutional Intermediate-Term Bond Fund Institutional Plus Shares | |||
| Return Before Taxes | 2.00% | 1.64% | 3.37% |
| Return After Taxes on Distributions | 1.11 | 1.12 | 3.11 |
| Return After Taxes on Distributions and Sale of Fund Shares | 1.13 | 1.03 | 2.54 |
| Bloomberg Barclays U.S. Intermediate Aggregate | |||
| ex Baa Index | |||
| (reflects no deduction for fees, expenses, or taxes) | 1.97% | 1.55% | 3.33% |
9
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
Gregory S. Nassour, CFA, Principal of Vanguard. He has co-managed the Fund since its inception in 2015.
Brian W. Quigley, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2015.
Gemma Wright-Casparius, Principal of Vanguard. She has co-managed the Fund since its inception in 2015.
Purchase and Sale of Fund Shares
Shares of the Fund are available only to certain collective trusts and other accounts managed by Vanguard or its affiliates, as well as qualifying education savings plans.
The minimum investment amount required to open and maintain a Fund account for Institutional Plus Shares is $10 million. The minimum investment amount required to add to an existing Fund account is generally $1. Tax-advantaged education savings plans should contact Vanguard for special eligibility rules that may apply to them.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as a qualified employer-sponsored plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
10
More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol
throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a fund‘s performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds‘ board of trustees, which oversees each Fund’s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Fund’s investment objective is not fundamental and may be changed without a shareholder vote. However, each Fund‘s 80% investment policy may be changed only upon 60 days‘ notice to shareholders.
Market Exposure
Each Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for short-term bond funds and moderate for intermediate-term bond funds.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
11
To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.
| How Interest Rate Changes Affect the Value of a $1,000 Bond1 | ||||
| After a 1% | After a 1% | After a 2% | After a 2% | |
| Type of Bond (Maturity) | Increase | Decrease | Increase | Decrease |
| Short-Term (2.5 years) | $977 | $1,024 | $954 | $1,049 |
| Intermediate-Term (10 years) | 922 | 1,086 | 851 | 1,180 |
| Long-Term (20 years) | 874 | 1,150 | 769 | 1,328 |
| 1 Assuming a 4% coupon rate. | ||||
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.
12
| 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. |
Changes in interest rates can affect bond income as well as bond prices.
Each Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally high for short-term bond funds and moderate for intermediate-term bond funds, so investors should expect a Funds monthly income to fluctuate accordingly.
13
| 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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
Each Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate. Call risk should be low for the Funds.
| Plain Talk About Callable Bonds |
| Although bonds are issued with clearly defined maturities, in some cases the |
| bond issuer has a right to call in (redeem) the bond earlier than its maturity date. |
| When a bond is called, the bondholder must replace it with another bond that |
| may have a lower yield than the original bond. One way for bond investors to |
| protect themselves against call risk is to purchase a bond early in its lifetime, long |
| before its call date. Another way is to buy bonds with lower coupon rates or |
| interest rates, which make them less likely to be called. |
14
Each Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such prepayments and subsequent reinvestments would also increase the Funds portfolio turnover rate. Prepayment risk should be low for the Institutional Short-Term Bond Fund and moderate for the Institutional Intermediate-Term Bond Fund.
Each Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk should be low for the Institutional Short-Term Bond Fund and moderate for the Institutional Intermediate-Term Bond Fund.
For funds that invest in mortgage-backed securities, extension risk is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by a fund and delay the funds ability to reinvest proceeds at higher interest rates.
Each Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Funds because they invest primarily in bonds that are considered high-quality.
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest |
| on the bond and, ultimately, to repay the principal. The lower the credit quality, the |
| greater the chancein Vanguards opinionthat the bond issuer will default, or fail |
| to meet its payment obligations. All things being equal, the lower a bonds credit |
| quality, the higher its yield should be to compensate investors for assuming |
| additional risk. |
Each Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
15
Corporate bonds are traded among dealers and brokers that connect buyers with sellers. Liquidity in the corporate bond market has been reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.
To a limited extent, the Funds are also exposed to event risk, which is the chance that corporate fixed income securities held by the Funds may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.
| Plain Talk About Types of Bonds |
| Bonds are issued (sold) by many sources: Corporations issue corporate bonds; |
| the federal government issues U.S. Treasury bonds; agencies of the federal |
| government issue agency bonds; financial institutions issue asset-backed bonds; |
| and mortgage holders issue mortgage-backed pass-through certificates. Each |
| issuer is responsible for paying back the bonds initial value as well as for making |
| periodic interest payments. Many bonds issued by government agencies and |
| entities are neither guaranteed nor insured by the U.S. government. |
Security Selection
The types of financial instruments that may be purchased by each Fund are identified and explained as follows:
Corporate debt obligationsusually called bondsrepresent loans by an investor to a corporation.
U.S. government and agency bonds represent loans by investors to the U.S.
Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation.
16
| Plain Talk About U.S. Government-Sponsored Entities |
| A variety of U.S. government-sponsored entities (GSEs), such as the Federal |
| Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage |
| Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and |
| mortgage-backed securities. Although GSEs may be chartered or sponsored by |
| acts of Congress, they are not funded by congressional appropriations. In |
| September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
| conservatorship and appointed the Federal Housing Finance Agency (FHFA) to |
| manage their daily operations. In addition, the U.S. Treasury entered into |
| purchase agreements with FNMA and FHLMC to provide them with capital in |
| exchange for senior preferred stock. Generally, their securities are neither issued |
| nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit |
| of the U.S. government. In most cases, these securities are supported only by |
| the credit of the GSE, standing alone. In some cases, a GSEs securities may be |
| supported by the ability of the GSE to borrow from the U.S. Treasury or may be |
| supported by the U.S. government in some other way. Securities issued by the |
| Government National Mortgage Association (GNMA), however, are backed by the |
| full faith and credit of the U.S. government. |
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
Mortgage dollar rolls are transactions in which the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Funds returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Funds portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the Funds investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a fund to banks or large securities dealers. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, a fund may
17
experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to a fund and order that the securities be used to pay off the sellers debts. The Funds advisor believes that these risks can be controlled through careful security selection and monitoring.
Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.
Asset-backed securities are bonds that represent partial ownership in pools of consumer or commercial loansmost often credit card, automobile, or trade receivables. Asset-backed securities, which can be types of corporate fixed income obligations, are issued by entities formed solely for that purpose, but their value ultimately depends on repayments by underlying borrowers. A primary risk of asset-backed securities is that their maturity is difficult to predict, being driven by borrowers prepayments.
International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a Fund owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value and/or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
Collateralized mortgage obligations (CMOs) are special bonds that are collateralized by mortgages or mortgage pass-through securities. Cash flow rights on underlying mortgagesthe rights to receive principal and interest paymentsare divided up and prioritized to create short-, intermediate-, and long-term bonds. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bonds maturity. Each Fund will invest only in CMOs that are believed to be consistent with its maturity and credit-quality standards.
Each Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
18
Other Investment Policies and Risks
In addition to investing in bonds and other fixed income securities, each Fund may make other kinds of investments to achieve its objective.
Each Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that a Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by a Fund without limit.
Each Fund may invest a small portion of its assets in fixed income futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These fixed income futures and ETFs typically provide returns similar to those of bonds. A Fund may purchase futures or 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 assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). A Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:
Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.
Add value when these instruments are attractively priced.
Adjust sensitivity to changes in interest rates.
Adjust the overall credit risk of the portfolio or actively overweight or underweight credit risk to specific bond issuers.
Hedge foreign interest rate exposure.
19
The Funds derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; currency swaps; interest rate swaps; total return swaps; credit default swaps; or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
| Plain Talk About Derivatives |
| Derivatives can take many forms. Some forms of 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. Non-exchange-traded derivatives |
| such as certain swap agreementson the other hand, tend to be more |
| specialized or complex and may be more difficult to accurately value. |
Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the Funds holdings to meet redemptions, while also factoring in transaction costs. Additionally, since the Fund is only available for limited purchase by certain institutional accounts for which Vanguard or its affiliates has discretionary authority, the Funds portfolio manager is typically aware of upcoming redemption requests. The Fund may work with larger clients to implement their redemptions in a manner that is least disruptive to the portfolio.
Under certain circumstances, including under stressed market conditions, there are additional tools that the Fund may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. The Fund may also suspend payment of redemption proceeds for up to seven days. Additionally under these unusual circumstances, the Fund may borrow money (subject to certain regulatory conditions
20
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
Each 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 objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, each Fund may take temporary defensive positions that are inconsistent with its normal investment policies and 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
21
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 Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for each Fund. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds. During the fiscal year ended September 30, 2016, the Institutional Short-Term Bond Fund and Institutional Intermediate-Term Bond Fund experienced higher portfolio turnover as a result of portfolio rebalancing and increased cash flows. Decreased cash flows into the Institutional Short-Term Bond Fund during the fiscal year ended September 30, 2017, resulted in lower portfolio turnover for the Fund.
22
| 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 dealer |
| markups and other transaction costs will have on its return. Also, funds with high |
| turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
23
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of less than 0.01% of each 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 a Funds advisory arrangements will be communicated to shareholders in writing. As the Funds sponsor and overall manager, Vanguard may provide additional investment advisory services to a Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Funds have filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Funds may rely on the new SEC relief.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The managers primarily responsible for the day-to-day management of the Funds are:
Gregory S. Nassour, CFA, Principal of Vanguard. He has been with Vanguard since 1992, has worked in investment management since 1994, has managed investment portfolios since 2001, and has co-managed the Institutional Short-Term Bond and Institutional Intermediate-Term Bond Funds since their inception in 2015. Education: B.S., West Chester University; M.B.A., Saint Josephs University.
Brian W. Quigley, Portfolio Manager at Vanguard. He has been with Vanguard since 2003, has worked in investment management since 2005, has managed investment portfolios since January 2015, and has co-managed the Institutional Short-Term Bond and Institutional Intermediate-Term Bond Funds since their inception in 2015. Education: B.S., Lehigh University.
Gemma Wright-Casparius, Principal of Vanguard. She has worked in investment management since 2005, has managed investment portfolios since 2008, has been with Vanguard since 2011, and has co-managed the Institutional Intermediate-Term
24
Bond Fund since its inception in 2015. Education: B.B.A. and M.B.A., Bernard M. Baruch College of The City University of New York.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Each Funds income dividends generally are declared and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from |
| interest as well as capital gains from the funds sale of investments. Income |
| consists of interest the fund earns from its money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
Basic Tax Points
This prospectus provides general tax information only. Please consult your tax advisor for detailed information about any tax consequences for you.
Distributions from a Fund to tax-deferred or tax-advantaged plans are generally not taxable. If you are investing through such plans, the distribution is generally taxable as ordinary income. There are certain exceptions, such as distributions from a Roth 401(k) or education savings plan. 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.
25
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will annually provide information regarding how much, if any, of your dividends may qualify for this exemption.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds.
26
Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. The NAV per share of each Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. 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 (such as foreign securities that trade on foreign markets that are open).
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
27
Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Tables |
| This explanation uses the Institutional Short-Term Bond Fund as an example. The |
| Fund began fiscal year 2017 with a net asset value (share price) of $13.84 per |
| share. During the year, the Fund earned $0.221 per share from investment |
| income (interest). There was a decline of $0.071 per share in the value of |
| investments held or sold by the Fund, resulting in a net gain of $0.150 per share |
| from investment operations. |
| Shareholders received $0.240 per share in the form of dividend and capital gains |
| distributions. A portion of each years distributions may come from the prior |
| years income or capital gains. |
| The share price at the end of the year was $13.75, reflecting earnings of $0.150 |
| per share and distributions of $0.240 per share. This was a decrease of $0.09 per |
| share (from $13.84 at the beginning of the year to $13.75 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 1.10% for the year. |
| As of September 30, 2017, the Fund had approximately $7.2 billion in net assets. |
| For the year, its expense ratio was 0.02% ($0.20 per $1,000 of net assets), and |
| its net investment income amounted to 1.61% of its average net assets. The |
| Fund sold and replaced securities valued at 66% of its net assets. |
28
| Institutional Short-Term Bond Fund | |||
| June 19, | |||
| Year Ended | 20151 to | ||
| September 30, | Sept. 30, | ||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 |
| Net Asset Value, Beginning of Period | $13.84 | $13.79 | $13.79 |
| Investment Operations | |||
| Net Investment Income | .2212 | .188 | .047 |
| Net Realized and Unrealized Gain (Loss) | |||
| on Investments | (.071) | .052 | .001 |
| Total from Investment Operations | .150 | .240 | .048 |
| Distributions | |||
| Dividends from Net Investment Income | (.229) | (.187) | (.048) |
| Distributions from Realized Capital Gains | (.011) | (.003) | |
| Total Distributions | (.240) | (.190) | (.048) |
| Net Asset Value, End of Period | $13.75 | $13.84 | $13.79 |
| Total Return | 1.10% | 1.75% | 0.35% |
| Ratios/Supplemental Data | |||
| Net Assets, End of Period (Millions) | $7,233 | $10,397 | $10,270 |
| Ratio of Total Expenses to Average Net Assets | 0.02% | 0.02% | 0.02%3 |
| Ratio of Net Investment Income to Average Net Assets | 1.61% | 1.37% | 1.22%3 |
| Portfolio Turnover Rate | 66% | 119% | 28% |
| 1 Commencement of operations as a registered investment company. | |||
| 2 Calculated based on average shares outstanding. | |||
| 3 Annualized. | |||
29
| Institutional Intermediate-Term Bond Fund | |||
| June 19, | |||
| Year Ended | |||
| 20151 to | |||
| September 30, | |||
| Sept. 30, | |||
| For a Share Outstanding Throughout Each Period | 2017 | 2016 | 2015 |
| Net Asset Value, Beginning of Period | $23.79 | $23.46 | $23.36 |
| Investment Operations | |||
| Net Investment Income | .4622 | .473 | .126 |
| Net Realized and Unrealized Gain (Loss) | |||
| on Investments | (.470) | .383 | .101 |
| Total from Investment Operations | (.008) | .856 | .227 |
| Distributions | |||
| Dividends from Net Investment Income | (.454) | (.473) | (.127) |
| Distributions from Realized Capital Gains | (.208) | (.053) | |
| Total Distributions | (.662) | (.526) | (.127) |
| Net Asset Value, End of Period | $23.12 | $23.79 | $23.46 |
| Total Return | 0.01% | 3.70% | 0.97% |
| Ratios/Supplemental Data | |||
| Net Assets, End of Period (Millions) | $14,106 | $9,821 | $8,035 |
| Ratio of Total Expenses to Average Net Assets | 0.02% | 0.02% | 0.02%3 |
| Ratio of Net Investment Income to Average Net Assets | 1.99% | 2.02% | 1.92%3 |
| Portfolio Turnover Rate4 | 253% | 251% | 45% |
| 1 Commencement of operations as a registered investment company. | |||
| 2 Calculated based on average shares outstanding. | |||
| 3 Annualized. | |||
| 4 Includes 111%, 67% and 12% attributable to mortgage-dollar-roll activity. | |||
30
Investing With Vanguard
Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund have been established by Vanguard as investment vehicles for certain collective trusts and other accounts managed by Vanguard or its affiliates, as well as qualifying education savings plans. The Funds are not available to other investors. Vanguard reserves the right to change the availability of the Funds at any time without prior notice to shareholders.
The minimum investment amount required to open and maintain a Fund account for Institutional Plus Shares is $10 million. The minimum investment amount required to add to an existing Fund account is generally $1. Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open or maintain a fund account or to add to an existing fund account. Tax-advantaged education savings plans should contact Vanguard for special eligibility rules that may apply to them.
Transactions will be based on the next-determined NAV of a Funds Institutional Plus Shares after Vanguard receives the request in good order (or, in the case of new contributions, the next-determined NAV after Vanguard receives the purchase request). If the request is received before the close of trading on the New York Stock Exchange (generally 4 p.m., Eastern time), the investor will receive that days NAV and trade date. Transaction requests received after that time will receive a trade date of the first business day following the date of receipt. The trade date may vary, depending on the method of payment for the transaction.
If a redemption request is received in good order, Vanguard typically expects that redemption proceeds will be paid by a Fund within one business day of the trade date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
31
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)
32
* 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.
Portfolio Holdings
Please consult the Funds Statement of Additional Information for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
| Additional Information | ||||
| Vanguard | ||||
| Inception | Newspaper | Fund | CUSIP | |
| Date | Abbreviation | Number | Number | |
| Institutional Short-Term Bond Fund | 6/19/2015 | VanInsShrtTBF | 472 | 922020862 |
| Institutional Intermediate-Term Bond Fund | 6/19/2015 | VanInsIntTBF | 465 | 922020854 |
33
CFA® is a registered trademark owned by CFA Institute.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloombergs licensors, own all proprietary rights in the Bloomberg Barclays U.S. 1-3 Years Government/Credit ex Baa Index and Bloomberg Barclays U.S. Intermediate Aggregate ex Baa Index (the Indices or Bloomberg Barclays Indices).
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Institutional Bond Funds and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Institutional Bond Funds. The Indices are licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Institutional Bond Funds. Bloomberg and Barclays only relationship with Vanguard in respect to the Indices is the licensing of the Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Institutional Bond Funds or the owners of the Institutional Bond Funds.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Indices in connection with the Institutional Bond Funds. Investors acquire the Institutional Bond Funds from Vanguard and investors neither acquire any interest in the Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Institutional Bond Funds. The Institutional Bond Funds are not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Institutional Bond Funds or the advisability of investing in securities generally or the ability of the Indices to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Institutional Bond Funds with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Institutional Bond Funds to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Institutional Bond Funds or any other third party into consideration in determining, composing or calculating the Indices. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Institutional Bond Funds.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Institutional Bond Funds, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Institutional Bond Funds, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE INSTITUTIONAL BOND FUNDS.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.
34
Glossary of Investment Terms
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bloomberg Barclays U.S. 1-3 Years Government/Credit ex Baa Index. An index that includes U.S. Treasury and agency obligations, as well as investment-grade corporate bonds, excluding issues rated Baa and below, all with maturities of 1 to 3 years.
Bloomberg Barclays U.S. Intermediate Aggregate ex Baa Index. An index that represents a portion of the investment-grade taxable U.S. bond market, including U.S. Treasury and agency obligations, as well as corporate, mortgage-backed, and asset-backed securities, excluding issues rated Baa and below, all with maturities of 1 to 10 years.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
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.
35
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. Each Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the 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. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
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.
36
This page intentionally left blank.
Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
| Connect with Vanguard® > vanguard.com | |
| For More Information | The Funds do not have an Internet website. |
| If you would like more information about Vanguard | |
| If you are a current Vanguard shareholder and would | |
| Institutional Bond Funds, the following documents are | |
| like information about your account, account | |
| available free upon request: | |
| transactions, and/or account statements, please call: | |
| Annual/Semiannual Reports to Shareholders | |
| Client Services Department | |
| Additional information about the Funds investments | |
| Telephone: 800-662-2739; Text telephone for people | |
| is available in the Funds annual and semiannual | |
| with hearing impairment: 800-749-7273 | |
| reports to shareholders. In the annual report, you | |
| will find a discussion of the market conditions and | Information Provided by the Securities and |
| investment strategies that significantly affected | Exchange Commission (SEC) |
| the Funds performance during their last fiscal year. | You can review and copy information about the Funds |
| (including the SAI) at the SECs Public Reference Room | |
| Statement of Additional Information (SAI) | |
| in Washington, DC. To find out more about this public | |
| The SAI provides more detailed information about the | |
| service, call the SEC at 202-551-8090. Reports and | |
| Funds and is incorporated by reference into (and thus | |
| other information about the Funds are also available in | |
| legally a part of) this prospectus. | |
| the EDGAR database on the SECs website at | |
| To receive a free copy of the latest annual or semiannual | www.sec.gov, or you can receive copies of this |
| report or the SAI, or to request additional information | information, for a fee, by electronic request at the |
| about the Funds or other Vanguard funds, please contact | following email address: [email protected], or by |
| us as follows: | writing the Public Reference Section, Securities and |
| Exchange Commission, Washington, DC 20549-1520. | |
| The Vanguard Group | |
| Investor Information Department | Funds Investment Company Act file number: 811-05628 |
| P.O. Box 2900 | |
| Valley Forge, PA 19482-2900 | |
| Telephone: 800-662-7447; Text telephone for people | |
| with hearing impairment: 800-749-7273 | |
© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
I 472 012018
| Vanguard Emerging Markets Bond Fund |
| Prospectus |
| January 26, 2018 |
| Investor Shares & Admiral Shares |
| Vanguard Emerging Markets Bond Fund Investor Shares (VEMBX) |
| Vanguard Emerging Markets Bond Fund Admiral Shares (VEGBX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| 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 | 27 |
| More on the Fund | 9 | Purchasing Shares | 27 |
| The Fund and Vanguard | 19 | Converting Shares | 30 |
| Investment Advisor | 20 | Redeeming Shares | 32 |
| Dividends, Capital Gains, and Taxes | 21 | Exchanging Shares | 35 |
| Share Price | 23 | Frequent-Trading Limitations | 36 |
| Financial Highlights | 25 | Other Rules You Should Know | 38 |
| Fund and Account Updates | 42 | ||
| Employer-Sponsored Plans | 43 | ||
| Contacting Vanguard | 44 | ||
| Additional Information | 45 | ||
| Glossary of Investment Terms | 46 | ||
Fund Summary
Investment Objective
The Fund seeks to provide total return while generating a moderate level of current income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Investor Shares | Admiral Shares | |
| Sales Charge (Load) Imposed on Purchases | None | None |
| Purchase Fee | None | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None | None |
| Redemption Fee | None | None |
| Account Service Fee (for certain fund account balances below | $20/year | $20/year |
| $10,000) | ||
| Annual Fund Operating Expenses | ||
| (Expenses that you pay each year as a percentage of the value of your investment) | ||
| Investor Shares | Admiral Shares | |
| Management Fees | 0.17% | 0.13% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.43% | 0.32% |
| Total Annual Fund Operating Expenses1 | 0.60% | 0.45% |
1 The expense information shown in the table for Admiral Shares reflects estimated amounts for the current fiscal year.
1
Examples
The following examples are intended to help you compare the cost of investing in the Funds Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Funds shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Investor Shares | $61 | $192 | $335 | $750 |
| Admiral Shares | $46 | $144 | $252 | $567 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 261% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in fixed income securities of various maturities, yields, and qualities. Under normal circumstances, the Fund will invest at least 80% of its assets in fixed income securities of issuers that are tied economically to emerging market countries. The Fund seeks to have a majority of its assets denominated in or hedged back to the U.S. dollar but has the ability to invest in local currency denominated bonds on an unhedged basis. Emerging market bonds include sovereign debt securities, which include fixed income securities that are issued or guaranteed by foreign sovereign governments or their agencies, authorities, political subdivisions or instrumentalities, or other supranational agencies, as well as debt securities issued or guaranteed by foreign corporations and foreign financial institutions. Emerging market countries include countries whose economies or bond markets are less developed, which includes most countries except for Australia, Canada, Japan, New Zealand, the United States, the United Kingdom, and most European Monetary Union countries.
2
The Fund may invest in emerging market bonds of any maturity or quality. The Fund may invest in bonds that have lower-range quality ratings (including those in default), which are those rated the equivalent of Ba1 or lower by Moodys Investors Service, Inc., or another independent rating agency, or if unrated, are determined to be of comparable quality by the Funds advisor. These are commonly referred to as junk bonds. Duration is a measure of the price sensitivity of a fixed income security or a portfolio of fixed income securities to relative changes in interest rates. For instance, a duration of four means that a securitys or portfolios price would be expected to decrease by approximately 4% with a 1% increase in interest rates (assuming a parallel shift in yield curve). The Funds duration is expected to be similar to that of the Funds benchmark.
The Fund is considered nondiversified and may invest a greater portion of its assets in fewer issuers. The Fund may invest a large percentage of its assets in issuers of a single country, a small number of countries, or a geographic region.
Although the Fund may use derivatives for any investment purpose, it expects to use derivatives predominantly to adjust interest rate or currency exposure; to adjust exposure to a particular market, segment of the market, or security; or as a substitute to direct investment.
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, and the level of risk may vary based on market conditions:
Country/regional risk, which is the chance that world eventssuch as political upheaval, periods of financial volatility, or natural disasterswill adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, government-owned corporations, and foreign companies. Because the Fund may invest a large portion of its assets in bonds of issuers 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 market countries.
Emerging markets risk, which is the chance that the bonds of governments, government agencies, government-owned corporations, and foreign companies located in emerging market countries will be substantially more volatile, and substantially less liquid, than the bonds of governments, government agencies, government-owned corporations, and foreign companies located in more developed foreign markets because, among other factors, emerging market countries can have greater custodial and operational risks; less developed legal, tax, regulatory, and
3
accounting systems; and greater political, social, and economic instability than developed markets. Emerging markets risk is especially high for the Fund.
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.
Nondiversification risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of bonds issued by just a few issuers or even a single issuer. The Fund is considered nondiversified, which means that it may invest a significant percentage of its assets in bonds issued by a small number of issuers.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Because the Fund invests in both investment-grade and below investment-grade bonds (also known as high-yield or junk bonds), credit risk should be high for the Fund.
Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
Derivatives risk, which is the chance that the use of derivativessuch as futures
contracts, foreign currency exchange forward contracts, swap agreements, and optionscan lead to losses because of adverse movements in the price or value of the underlying security, asset, index, or reference rate. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in the underlying securities or assets. Also, a liquid market may not always exist for the Funds derivative positions at times when the Fund might wish to terminate or sell. 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.
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund based on expected sensitivity of the portfolio to interest rate movement.
Income risk, which is the chance that the Funds income will decline because of falling interest rates. Income risk should be moderate for the Fund, so investors should expect the Funds monthly income to fluctuate accordingly.
Call risk, which is the chance that during periods of low or falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds
4
income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate. Call risk should be low for the Fund.
Large shareholder risk, which is the chance that, to the extent that a large number of the Funds shares are held by a single shareholder (e.g., an institutional investor), a large redemption by such a shareholder could result in an increase in the Funds expense ratio. Such a redemption may also cause the Fund to incur higher transaction costs, lead to the realization of taxable capital gains, or cause the remaining shareholders to receive distributions representing a disproportionate share of the Funds ordinary income and long-term capital gains.
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.
A Note on Risk: Many investors invest in bonds and bond funds in an attempt to lower the overall risk of their portfolios. This strategy makes sense when the bonds owned are U.S. bonds because U.S. bond returns typically are not highly correlated with, and are far less volatile than, stock returns. The strategy is less likely to be effective, however, when the bonds owned are emerging market bonds. Returns of emerging market bonds, even dollar-denominated bonds like those owned by the Fund, can be quite volatile. The correlation between emerging market bonds and stock returns (both U.S. and foreign) is often higher than the correlation between U.S. bonds and stock returns. Consequently, if your goal is to lower risk and volatility, this Fund may not be an appropriate investment.
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.
5
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 the performance of the Funds Investor Shares in their first full calendar year. The table shows how the average annual total returns of the Investor Shares compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. The Funds Admiral Shares have not been in operation long enough to report a full calendar-year return. Performance of the Funds Admiral Shares would be substantially similar to that of the Investor Shares because both share classes constitute an investment in the same portfolio of securities; their returns generally should differ only to the extent that the expenses of the two share classes differ. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns Vanguard Emerging Markets Bond Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 4.49% (quarter ended March 31, 2017), and the lowest return for a quarter was 2.04% (quarter ended December 31, 2017).
6
| Average Annual Total Returns for Periods Ended December 31, 2017 | ||
| Since | ||
| Inception | ||
| (Mar. 10, | ||
| 1 Year | 2016) | |
| Vanguard Emerging Markets Bond Fund Investor Shares | ||
| Return Before Taxes | 13.35% | 12.60% |
| Return After Taxes on Distributions | 10.25 | 8.69 |
| Return After Taxes on Distributions and Sale of Fund Shares | 7.55 | 7.84 |
| JP Morgan EMBI Global Diversified | ||
| (reflects no deduction for fees, expenses, or taxes) | 10.26% | 9.50% |
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 Manager
Daniel Shaykevich, Principal of Vanguard. He has managed the Fund since its inception in 2016.
7
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how you can invest through your plan.
Tax Information
The 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.
8
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.
Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a 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 Bond Fund’s expense ratios |
| would be as follows: for Investor Shares, 0.60%, or $6.00 per $1,000 of average |
| net assets; for Admiral Shares, 0.45%, or $4.50 per $1,000 of average net |
| assets. The average expense ratio for emerging markets hard currency debt |
| funds in 2016 was 1.16%, or $11.60 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. |
9
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. The Fund may change its 80% policy only upon 60 days notice to shareholders.
Market Exposure
The Fund invests mainly in bonds of emerging market countries. As a result, it is subject to certain risks.
The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund based on expected sensitivity of the portfolio to interest rate movement.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term U.S. bonds fell by almost 48% between December 1976 and September 1981. Note that over any particular time period, the prices of foreign bonds and U.S. bonds may increase or decrease by different amounts and, in some cases, may move in opposite directions.
To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.
| How Interest Rate Changes Affect the Value of a $1,000 Bond1 | ||||
| After a 1% | After a 1% | After a 2% | After a 2% | |
| Type of Bond (Maturity) | Increase | Decrease | Increase | Decrease |
| Short-Term (2.5 years) | $977 | $1,024 | $954 | $1,049 |
| Intermediate-Term (10 years) | 922 | 1,086 | 851 | 1,180 |
| Long-Term (20 years) | 874 | 1,150 | 769 | 1,328 |
| 1 Assuming a 4% coupon rate. | ||||
These figures are for illustration only; you should not regard them as an indication of future performance of foreign bonds generally or the Fund in particular.
10
| 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. |
Changes in interest rates can affect bond income as well as bond prices.
The Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk should be moderate for the Fund, so investors should expect the Funds monthly income to fluctuate accordingly.
| 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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
11
The Fund is subject to call risk, which is the chance that during periods of low or falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate. Call risk should be low for the Fund.
The Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Because the Fund invests in both investment-grade and below investment-grade bonds (also known as high-yield or junk bonds), credit risk should be high for the Fund.
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest |
| on the bond and, ultimately, to repay the principal. The lower the credit quality, the |
| greater the chancein Vanguards opinionthat the bond issuer will default, or fail |
| to meet its payment obligations. All things being equal, the lower a bonds credit |
| quality, the higher its yield should be to compensate investors for assuming |
| additional risk. |
The Fund is subject to emerging markets risk, which is the chance that the bonds of governments, government agencies, government-owned corporations, and foreign companies located in emerging market countries will be substantially more volatile, and substantially less liquid, than the bonds of governments, government agencies, government-owned corporations, and foreign companies located in more developed foreign markets because, among other factors, emerging market countries 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. Emerging markets risk is especially high for the Fund.
The Fund is subject to 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.
12
The Fund is subject to country/regional risk, which is the chance that world eventssuch as political upheaval, periods of financial volatility, or natural disasterswill adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, government-owned corporations, and foreign companies. Because the Fund may invest a large portion of its assets in bonds of issuers 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 market countries.
| Plain Talk About International Investing |
| U.S. investors who invest abroad 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 are not |
| subject to the same 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. |
The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
The Fund is subject to nondiversification risk, which is the chance that the Funds performance may be hurt disproportionately by the poor performance of bonds issued by just a few issuers or even a single issuer. The Fund is considered nondiversified, which means that it may invest a significant percentage of its assets in bonds issued by a small number of issuers.
The Fund is subject to large shareholder risk, which is the chance that, to the extent that a large number of the Funds shares are held by a single shareholder (e.g., an institutional investor), a large redemption by such a shareholder could result in an increase in the Funds expense ratio. Such a redemption may also cause the Fund to incur higher transaction costs, lead to the realization of taxable capital gains, or cause the remaining shareholders to receive distributions representing a disproportionate share of the Funds ordinary income and long-term capital gains.
13
Security Selection
The Vanguard Group, Inc. (Vanguard), advisor to the Fund, uses a hub-and-satellite approach to managing Vanguards actively managed taxable bond funds. This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellitescomposed of portfolio managers, credit and quantitative analysts, and tradersconstruct the portfolio using the parameters set by the hub.
Types of bonds. The Fund primarily invests in bonds issued by governments and government-related issuers in emerging market countries. The Fund also invests in corporate bonds in emerging market countries. These bonds predominantly will either be denominated in or hedged back to the U.S. dollar. The Fund has the ability to invest in bonds that are denominated in the local currency or other currencies.
A dollar-denominated bond is a bond that is bought and sold in U.S. dollars. Because the bonds are priced in dollars, rather than in the currency of the issuers country, a U.S. investor is not exposed to currency risk; rather, the issuer assumes this risk, usually to attract U.S. investors. The issuers assumption of currency risk can affect the credit risk of its bonds because the issuer would have a large burden if its local currency weakens significantly compared with the U.S. dollar. If an issuers local currency declines relative to the U.S. dollar, it could negatively affect perceptions of the issuers ability to make payments, which could cause the issuers bonds to decline in value. The issuers vulnerability to currency risk is often reflected in their credit rating.
Emerging market countries include countries whose economies or bond markets are less developed. The Funds advisor may consider emerging market countries to be those included in the Funds benchmark; countries classified as emerging economies by the International Monetary Fund; and other countries or markets with similar emerging characteristics. The 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.
The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
Other Investment Policies and Risks
In addition to investing in bonds of emerging market countries, the Fund may make other kinds of investments to achieve its objective.
The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted
14
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 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 3 months or less 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 is subject to derivatives risk, which is the chance that the use of derivativessuch as futures contracts, foreign currency exchange forward contracts, swap agreements, and optionscan lead to losses because of adverse movements in the price or value of the underlying security, asset, index, or reference rate. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in the underlying securities or assets. Also, a liquid market may not always exist for the Funds derivative positions at times when the Fund might wish to terminate or sell. 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.
Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:
Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.
Add value when these instruments are attractively priced.
Adjust the overall credit risk of the portfolio or actively overweight or underweight credit risk to specific bond issuers.
Hedge or add foreign currency exposure.
15
Hedge or add foreign interest rate exposure.
The Funds derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
| Plain Talk About Derivatives |
| Derivatives can take many forms. Some forms of 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. Non-exchange-traded derivatives |
| such as certain swap agreements and foreign currency exchange forward |
| contractson the other hand, tend to be more specialized or complex and may |
| be more difficult to accurately value. |
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the 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
16
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 objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
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
17
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 the turnover rate for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds. The fiscal year ended September 30, 2017, was the Funds first full year of operation. The growth and trading activity of the Fund during this period resulted in an increase in portfolio turnover rate as compared to the prior period.
18
| 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 dealer |
| markups and other transaction costs will have on its return. Also, funds with high |
| turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
19
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund, on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of less than 0.01% of the Funds average net assets.
Although the Fund is managed solely by Vanguard, the Fund reserves the right to utilize a multimanager approach in the future. Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or 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 additional investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
The manager primarily responsible for the day-to-day management of the Fund is:
Daniel Shaykevich, Principal of Vanguard. He has worked in investment management since 2001, has managed investment portfolios since 2004, has been with Vanguard since 2013, and has managed the Fund since its inception in 2016. Education: B.S., Carnegie Mellon University.
The Statement of Additional Information provides information about the portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
20
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Funds income dividends generally are declared monthly and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.
You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.
| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from |
| interest as well as capital gains from the funds sale of investments. Income |
| consists of interest the fund earns from its money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
21
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
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.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
22
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 an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also 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 or markets that close many hours before the funds pricing time. Intervening events
23
might be company-specific (e.g., earnings report, material credit events) 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. A fund may also use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
24
Financial Highlights
The following financial highlights table is intended to help you understand the Investor Shares financial performance for the periods shown, and certain information reflects financial results for a single Investor Share. The Funds Admiral Shares were not yet available during the periods shown and therefore have no financial highlights information for the periods shown. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Investor Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Table |
| This explanation uses the Funds Investor Shares as an example. The Investor |
| Shares began fiscal year 2017 with a net asset value (share price) of $11.07 per |
| share. During the year, each Investor Share earned $0.504 from investment |
| income (interest) and $0.184 per share from investments that had appreciated in |
| value or that were sold for higher prices than the Fund paid for them. |
| Shareholders received $0.998 per share in the form of dividend and capital gains |
| distributions. A portion of each years distributions may come from the prior |
| years income or capital gains. |
| The share price at the end of the year was $10.76, reflecting earnings of $0.688 |
| per share and distributions of $0.998 per share. This was a decrease of $0.31 per |
| share (from $11.07 at the beginning of the year to $10.76 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 7.01% for the year. |
| As of September 30, 2017, the Investor Shares had approximately $12 million in |
| net assets. For the year, the expense ratio was 0.60% ($6.00 per $1,000 of net |
| assets), and the net investment income amounted to 4.79% of average net |
| assets. The Fund sold and replaced securities valued at 261% of its net assets. |
25
| Emerging Markets Bond Fund Investor Shares | ||
| Year | March 10, | |
| Ended | 20161 to | |
| Sept. 30, | Sept. 30, | |
| For a Share Outstanding Throughout Each Period | 2017 | 2016 |
| Net Asset Value, Beginning of Period | $11.07 | $10.00 |
| Investment Operations | ||
| Net Investment Income | .5042 | .286 |
| Net Realized and Unrealized Gain (Loss) on | ||
| Investments | .184 | 1.050 |
| Total from Investment Operations | .688 | 1.336 |
| Distributions | ||
| Dividends from Net Investment Income | (.514) | (.266) |
| Distributions from Realized Capital Gains | (.484) | |
| Total Distributions | (.998) | (.266) |
| Net Asset Value, End of Period | $10.76 | $11.07 |
| Total Return3 | 7.01% | 13.51% |
| Ratios/Supplemental Data | ||
| Net Assets, End of Period (Millions) | $12 | $11 |
| Ratio of Total Expenses to Average Net Assets | 0.60% | 0.60%4 |
| Ratio of Net Investment Income to Average | ||
| Net Assets | 4.79% | 4.85%4 |
| Portfolio Turnover Rate | 261% | 153% |
| 1 Inception. | ||
| 2 Calculated based on average shares outstanding. | ||
| 3 Total returns do not include acccount service fees that may have applied in the period shown. | ||
| 4 Annualized. |
26
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Investor Shares To open and maintain an account. $3,000.
To add to an existing account. Generally $1.
Account Minimums for Admiral Shares
To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
27
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an
28
exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order.
29
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Purchase Rules You Should Know
Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, 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.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
30
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.
Conversions From Investor Shares to Admiral Shares
Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.
31
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
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).
32
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business 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.
33
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.
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 at any time. Confirmations of address changes are sent to both the old and new addresses.
34
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares.
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
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.
35
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
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.)
36
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30-day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that
37
Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
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.
38
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
39
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
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.
40
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter,
41
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.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
42
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 Bond Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Reports from the 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.
43
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.
| Contacting Vanguard | |
| Web | |
| Vanguard.com | For the most complete source of Vanguard news |
| For fund, account, and service information | |
| For most account transactions | |
| For literature requests | |
| 24 hours a day, 7 days a week | |
| Phone | |
| Vanguard Tele-Account® 800-662-6273 | For automated fund and account information |
| Toll-free, 24 hours a day, 7 days a week | |
| Investor Information 800-662-7447 | For fund and service information |
| (Text telephone for people with hearing | For literature requests |
| impairment at 800-749-7273) | |
| Client Services 800-662-2739 | For account information |
| (Text telephone for people with hearing | For most account transactions |
| impairment at 800-749-7273) | |
| Participant Services 800-523-1188 | For information and services for participants in employer- |
| (Text telephone for people with hearing | sponsored plans |
| impairment at 800-749-7273) | |
| Institutional Division | For information and services for large institutional investors |
| 888-809-8102 | |
| Financial Advisor and Intermediary | For information and services for financial intermediaries |
| Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
| and insurance companies | |
| Financial Advisory and Intermediary | For account information and trading support for financial |
| Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
| trust institutions, and insurance companies | |
44
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions, Intermediaries, and | The Vanguard Group | |||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | |||
| Valley Forge, PA 19482-2900 | ||||
| Registered, Express, or Overnight Mail | The Vanguard Group | |||
| 455 Devon Park Drive | ||||
| Wayne, PA 19087-1815 | ||||
| Additional Information | ||||
| Inception | Newspaper | Vanguard | CUSIP | |
| Date | Abbreviation | Fund Number | Number | |
| Emerging Markets Bond Fund | ||||
| Investor Shares | 3/10/2016 | EmMktBdInv | 1431 | 922020821 |
| Admiral Shares | 12/6/2017 | EmMktBdAdm | 1531 | 922020813 |
45
Glossary of Investment Terms
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Dollar-Denominated Bond. A bond that is bought and sold in exchange for U.S. dollars.
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.
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.
46
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 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.
JP Morgan EMBI Global Diversified. An index that includes U.S. dollar-denominated bonds issued by governments and government-owned entities domiciled in emerging market countries with a maturity greater than 1 year.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
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.
47
This page intentionally left blank.
This page intentionally left blank.
P.O. Box 2600
Valley Forge, PA 19482-2600
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a participant in an employer-sponsored plan: |
| If you would like more information about Vanguard | The Vanguard Group |
| Emerging Markets Bond Fund, the following | Participant Services |
| documents are available free upon request: | P.O. Box 2900 |
| Valley Forge, PA 19482-2900 | |
| Annual/Semiannual Reports to Shareholders | Telephone: 800-523-1188; Text telephone for people |
| Additional information about the Funds investments is | with hearing impairment: 800-749-7273 |
| available in the Funds annual and semiannual reports | |
| to shareholders. In the annual report, you will find a | If you are a current Vanguard shareholder and would |
| discussion of the market conditions and investment | like information about your account, account |
| transactions, and/or account statements, please call: | |
| strategies that significantly affected the Funds | |
| performance during its last fiscal year. | Client Services Department |
| Telephone: 800-662-2739; Text telephone for people | |
| Statement of Additional Information (SAI) | |
| with hearing impairment: 800-749-7273 | |
| The SAI provides more detailed information about the | |
| Fund and is incorporated by reference into (and thus | Information Provided by the Securities and |
| legally a part of) this prospectus. | Exchange Commission (SEC) |
| You can review and copy information about the Fund | |
| To receive a free copy of the latest annual or semiannual | (including the SAI) at the SECs Public Reference Room in |
| report or the SAI, or to request additional information | Washington, DC. To find out more about this public |
| about the Fund or other Vanguard funds, please visit | service, call the SEC at 202-551-8090. Reports and other |
| vanguard.com or contact us as follows: | information about the Fund are also available in the |
| EDGAR database on the SECs website at www.sec.gov, | |
| If you are an individual investor: | |
| or you can receive copies of this information, for a fee, by | |
| The Vanguard Group | |
| electronic request at the following email address: | |
| Investor Information Department | |
| [email protected], or by writing the Public Reference | |
| P.O. Box 2600 | Section, Securities and Exchange Commission, |
| Valley Forge, PA 19482-2600 | Washington, DC 20549-1520. |
| Telephone: 800-662-7447; Text telephone for people | |
| with hearing impairment: 800-749-7273 | Funds Investment Company Act file number: 811-05628 |
© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 1431 012018
| Vanguard Core Bond Fund |
| Prospectus |
| January 26, 2018 |
| Investor Shares and Admiral Shares |
| Vanguard Core Bond Fund Investor Shares (VCORX) |
| Vanguard Core Bond Fund Admiral Shares (VCOBX) |
| This prospectus contains financial data for the Fund through the fiscal year ended September 30, 2017. |
| 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 | 30 |
| More on the Fund | 8 | Purchasing Shares | 30 |
| The Fund and Vanguard | 21 | Converting Shares | 34 |
| Investment Advisor | 22 | Redeeming Shares | 35 |
| Dividends, Capital Gains, and Taxes | 23 | Exchanging Shares | 39 |
| Share Price | 26 | Frequent-Trading Limitations | 39 |
| Financial Highlights | 27 | Other Rules You Should Know | 41 |
| Fund and Account Updates | 46 | ||
| Employer-Sponsored Plans | 47 | ||
| Contacting Vanguard | 48 | ||
| Additional Information | 49 | ||
| Glossary of Investment Terms | 51 | ||
Fund Summary
Investment Objective
The Fund seeks to provide total return while generating a moderate level of current income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Investor Shares or Admiral Shares of the Fund.
| Shareholder Fees | ||
| (Fees paid directly from your investment) | ||
| Investor Shares | Admiral Shares | |
| Sales Charge (Load) Imposed on Purchases | None | None |
| Purchase Fee | None | None |
| Sales Charge (Load) Imposed on Reinvested Dividends | None | None |
| Redemption Fee | None | None |
| Account Service Fee (for certain fund account balances below | $20/year | $20/year |
| $10,000) | ||
| Annual Fund Operating Expenses | ||
| (Expenses that you pay each year as a percentage of the value of your investment) | ||
| Investor Shares | Admiral Shares | |
| Management Fees | 0.20% | 0.13% |
| 12b-1 Distribution Fee | None | None |
| Other Expenses | 0.05% | 0.02% |
| Total Annual Fund Operating Expenses | 0.25% | 0.15% |
1
Examples
The following examples are intended to help you compare the cost of investing in the Funds Investor Shares or Admiral Shares with the cost of investing in other mutual funds. They illustrate the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Funds shares. These examples assume that the shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years | |
| Investor Shares | $26 | $80 | $141 | $318 |
| Admiral Shares | $15 | $48 | $85 | $192 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense examples, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 232% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in fixed income securities of various maturities, yields, and qualities. Under normal circumstances, the Fund will invest at least 80% of its assets in bonds, which include fixed income securities such as corporate bonds; U.S. Treasury obligations and other U.S. government and agency securities; and asset-backed, mortgage-backed, and mortgage-related securities. All bonds purchased by the Fund will have a maturity of 90 days or more at the time of their issuance. In addition, the Fund invests predominantly in U.S. dollar-denominated bonds, although these bonds may be issued by a foreign corporation or a U.S. affiliate of a foreign corporation, or a foreign government or its agencies and instrumentalities. The Fund may also invest up to 10% of its assets in non-U.S. dollar-denominated bonds.
The Funds dollar-weighted average maturity will normally range between 4 and 12 years, and may either be longer or shorter under certain market conditions. Since the Fund will have holdings in asset-backed, mortgage-backed, and similar securities, the Funds weighted average maturity may be approximate to the weighted average maturity of the
2
cash flows in the securities held by the Fund, given certain prepayment assumptions. This is also known as weighted average life.
The Fund can purchase bonds of any quality. High-quality fixed income securities are those rated the equivalent of A3 or better by Moodys Investors Service, Inc. (Moody's), or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moodys or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor; and lower-range credit-quality ratingscommonly known as junk bondsare those rated the equivalent of Ba1 or lower by Moodys or another independent rating agency or, if unrated, are determined to be of comparable quality by the Funds advisor. No more than 5% of the Funds assets may be invested in non-investment-grade fixed income securities, or junk bonds.
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, and the level of risk may vary based on market conditions:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates.
Income risk, which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds and moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate.
Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such prepayments and subsequent reinvestments would also increase the Funds portfolio turnover rate.
3
Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. For funds that invest in mortgage-backed securites, extension risk is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
Liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
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.
Manager risk, which is the chance that poor security selection will cause the Fund to
underperform relevant benchmarks or other funds with a similar investment objective.
Derivatives risk. The Fund may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
4
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 the performance of the Funds Investor Shares in their first full calendar year. The table shows how the average annual total returns of the share classes presented compare with those of a relevant market index, which has investment characteristics similiar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns Vanguard Core Bond Fund Investor Shares
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.44% (quarter ended June 30, 2017), and the lowest return for a quarter was 0.41% (quarter ended December 31, 2017).
5
| Average Annual Total Returns for Periods Ended December 31, 2017 | ||
| Since | ||
| Inception | ||
| (March 28, | ||
| 1 Year | 2016) | |
| Vanguard Core Bond Fund Investor Shares | ||
| Return Before Taxes | 3.77% | 2.27% |
| Return After Taxes on Distributions | 2.84 | 1.20 |
| Return After Taxes on Distributions and Sale of Fund Shares | 2.13 | 1.24 |
| Vanguard Core Bond Fund Admiral Shares | ||
| Return Before Taxes | 3.89% | 2.39% |
| Bloomberg Barclays U.S. Aggregate Float Adjusted Index | ||
| (reflects no deduction for fees, expenses, or taxes) | 3.63% | 2.13% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are shown only for the Investor Shares and may differ for each share class. After-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Gregory S. Nassour, CFA, Principal of Vanguard. He has co-managed the Fund since its inception in 2016.
Brian W. Quigley, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2016.
Gemma Wright-Casparius, Principal of Vanguard. She has co-managed the Fund since its inception in 2016.
6
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares or Admiral Shares is $3,000 or $50,000, respectively. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility. If you are investing through an employer-sponsored retirement or savings plan, your plan administrator or your benefits office can provide you with detailed information on how to participate in your plan.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
7
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
The Fund offers two separate classes of shares: Investor Shares and Admiral Shares.
Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
| Plain Talk About Fund Expenses |
| All mutual funds have operating expenses. These expenses, which are deducted |
| from a 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 Core Bond Fund’s expense ratios would be as |
| follows: for Investor Shares, 0.25%, or $2.50 per $1,000 of average net assets; |
| for Admiral Shares, 0.15%, or $1.50 per $1,000 of average net assets. The |
| average expense ratio for core bond funds in 2016 was 0.78%, or $7.80 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. |
8
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. The Fund may change its 80% policy only upon 60 days notice to shareholders.
Market Exposure
The Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.
| How Interest Rate Changes Affect the Value of a $1,000 Bond1 | ||||
| After a 1% | After a 1% | After a 2% | After a 2% | |
| Type of Bond (Maturity) | Increase | Decrease | Increase | Decrease |
| Short-Term (2.5 years) | $977 | $1,024 | $954 | $1,049 |
| Intermediate-Term (10 years) | 922 | 1,086 | 851 | 1,180 |
| Long-Term (20 years) | 874 | 1,150 | 769 | 1,328 |
| 1 Assuming a 4% coupon rate. | ||||
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Fund in particular.
9
| 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. |
Changes in interest rates can affect bond income as well as bond prices.
The Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally high for short-term bond funds and moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
10
| 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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
| Plain Talk About Callable Bonds |
| Although bonds are issued with clearly defined maturities, in some cases the |
| bond issuer has a right to call in (redeem) the bond earlier than its maturity date. |
| When a bond is called, the bondholder must replace it with another bond that |
| may have a lower yield than the original bond. One way for bond investors to |
| protect themselves against call risk is to purchase a bond early in its lifetime, long |
| before its call date. Another way is to buy bonds with lower coupon rates or |
| interest rates, which make them less likely to be called. |
The Fund is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such redemptions and subsequent reinvestments would also increase the Funds portfolio turnover rate.
11
The Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Such prepayments and subsequent reinvestments would also increase the Funds portfolio turnover rate.
The Fund is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. For funds that invest in mortgage-backed securities, extension risk is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates.
The Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest |
| on the bond and, ultimately, to repay the principal. The lower the credit quality, the |
| greater the chancein Vanguards opinionthat the bond issuer will default, or fail |
| to meet its payment obligations. All things being equal, the lower a bonds credit |
| quality, the higher its yield should be to compensate investors for assuming |
| additional risk. |
12
The Fund is expected to have credit quality that is either high or upper-medium.
Credit Ratings of the Fund’s Investments (Percentage of Fund Assets Under Normal Circumstances)
| Issued or Backed | High or | ||||
| by U.S. Gov’t. or | Highest | Upper- | Non- | ||
| its Agencies and | Quality | Medium | Medium | Investment- | |
| Vanguard Fund | Instrumentalities | (Non-Gov’t.) | Quality | Quality | Grade |
| Core Bond Fund | No more | No more | |||
| ————At least 65%———— | |||||
| than 30% | than 5% | ||||
The Fund may invest no more than 30% of its assets in medium-quality fixed income securities, preferred stocks, and convertible securities and no more than 5% of its assets in non-investment-grade fixed income securities. Non-investment-grade fixed income securities are those rated the equivalent of Moody’s Ba1 or below or, if unrated, are determined to be of comparable quality by the advisor.
The Fund is subject to liquidity risk, which is the chance that the Fund may not be able to sell a security in a timely manner at a desired price.
There may be little trading in the secondary market for particular bonds, loans, and other debt securities, which may make them more difficult to value or sell.
To a limited extent, the Fund is subject to event risk, which is the chance that corporate fixed income securities held by the Fund may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting the issuers.
The Fund is subject to 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.
The Fund may invest no more than 10% of its assets in non-U.S. dollar denominated bonds. These bonds include sovereign debt securities, which include fixed income securities that are issued or guaranteed by foreign sovereign governments or their agencies, authorities, political subdivisions or instrumentalities, or other supranational agencies, as well as debt securities issued or guaranteed by foreign corporations and foreign financial institutions. Currency risk can affect the credit risk of the Fund’s bonds because the issuer would have a large burden if its local currency weakens significantly compared with the U.S. dollar. If an issuer’s local currency declines relative to the U.S. dollar, it could negatively affect perceptions of the issuer’s ability to make payments, which could cause the issuer’s bonds to decline in value. Many issuers manage this risk by hedging currency exposure, and their effectiveness in doing so is reflected in their credit rating.
13
| Plain Talk About Types of Bonds |
| Bonds are issued (sold) by many sources: Corporations issue corporate bonds; |
| the federal government issues U.S. Treasury bonds; agencies of the federal |
| government issue agency bonds; financial institutions issue asset-backed bonds; |
| and mortgage holders issue mortgage-backed pass-through certificates. Each |
| issuer is responsible for paying back the bonds initial value as well as for making |
| periodic interest payments. Many bonds issued by government agencies and |
| entities are neither guaranteed nor insured by the U.S. government. |
Security Selection
The Vanguard Group, Inc. (Vanguard), advisor to the Fund, uses a hub-and-satellite approach to managing Vanguards actively managed taxable bond funds. This allows for a team-oriented and consistent management process. The hub, composed of senior leaders, focuses on the macroeconomic outlook, high level risk allocation, and process oversight. Satellitescomposed of portfolio managers, credit and quantitative analysts, and tradersconstruct the portfolio using the parameters set by the hub.
The types of financial instruments that may be purchased by the Fund are identified and explained as follows:
U.S. government and agency bonds represent loans by investors to the U.S.
Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation.
Corporate bonds are IOUs issued by businesses that want to borrow money for some purposeoften to develop a new product or service, to expand into a new market, or to buy another company. As with other types of bonds, the issuer promises to repay the principal on a specific date and to make interest payments in the meantime. The amount of interest offered depends both on market conditions and on the financial health of the corporation issuing the bonds; a company whose credit rating is not strong will have to offer a higher interest rate to obtain buyers for its bonds.
14
Municipal bonds represent loans by an investor to state or local governments or to other governmental authorities.
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal.
To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
The Fund may also invest in mortgage-backed securities that are packaged by private corporations and are not guaranteed by the U.S. government.
The Fund may enter into mortgage-dollar-roll transactions. In a mortgage-dollar-roll transaction, the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Funds returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Funds portfolio turnover rate. Mortgage dollar rolls will be used only to the extent that they are consistent with the Funds investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a fund to banks or large securities dealers. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, the Fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the Fund and order that the securities be used to pay off the sellers debts. The Funds advisor believes that these risks can be controlled through careful security selection and monitoring.
Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.
Asset-backed securities are bonds that represent partial ownership in pools of consumer or commercial loansmost often credit card, automobile, or trade receivables. Asset-backed securities, which can be types of corporate fixed income obligations, are issued by entities formed solely for that purpose, but their value ultimately depends on
15
repayments by underlying borrowers. A primary risk of asset-backed securities is that their maturity is difficult to predict, being driven by borrowers prepayments.
International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that the Fund owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
Foreign currency bonds are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. The Fund will seek to have a majority of its assets either denominated in or hedged back to the U.S. dollar, but will also have the ability to invest in bonds denominated in a local currency on an unhedged basis. To the extent that the Funds investments in foreign currency bonds are hedged, the Fund is subject to currency hedging risk. Currency hedging risk is the chance that the currency hedging transactions entered into by the Fund may not perfectly offset the Funds foreign currency exposure.
Preferred stocks distribute set dividends from the issuer. The preferred-stock holders claim on the issuers income and assets ranks before that of common-stock holders, but after that of bondholders.
Convertible securities are bonds or preferred stocks that are convertible into, or exchangeable for, common stocks.
Collateralized mortgage obligations (CMOs) are special bonds that are collateralized by mortgages or mortgage pass-through securities. Cash flow rights on underlying mortgagesthe rights to receive principal and interest paymentsare divided up and prioritized to create short-, intermediate-, and long-term bonds. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bonds maturity. The Fund will invest only in CMOs that are believed to be consistent with its maturity and credit-quality standards.
The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.
16
| Plain Talk About U.S. Government-Sponsored Entities |
| A variety of U.S. government-sponsored entities (GSEs), such as the Federal |
| Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage |
| Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and |
| mortgage-backed securities. Although GSEs may be chartered or sponsored by |
| acts of Congress, they are not funded by congressional appropriations. In |
| September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
| conservatorship and appointed the Federal Housing Finance Agency (FHFA) to |
| manage their daily operations. In addition, the U.S. Treasury entered into |
| purchase agreements with FNMA and FHLMC to provide them with capital in |
| exchange for senior preferred stock. Generally, their securities are neither issued |
| nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit |
| of the U.S. government. In most cases, these securities are supported only by |
| the credit of the GSE, standing alone. In some cases, a GSEs securities may be |
| supported by the ability of the GSE to borrow from the U.S. Treasury or may be |
| supported by the U.S. government in some other way. Securities issued by the |
| Government National Mortgage Association (GNMA), however, are backed by the |
| full faith and credit of the U.S. government. |
Other Investment Policies and Risks
In addition to investing in bonds, the Fund may make other kinds of investments to achieve its objective.
The Fund may purchase nonpublic securities, generally referred to as 144A securities. The Fund may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Fund may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by the Fund without limit.
The Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). The Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this
17
prospectus. In particular, derivatives will be used only when they may help the advisor to accomplish one or more of the following:
Invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment.
Add value when these instruments are attractively priced.
Adjust sensitivity to changes in interest rates.
Adjust the overall credit risk of the portfolio or actively overweight or underweight credit risk to specific bond issuers.
Hedge foreign currency exposure.
Hedge foreign interest rate exposure.
The Funds derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; currency swaps; foreign currency exchange forwards; interest rate swaps; total return swaps; credit default swaps; or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives. The Fund may also invest in U.S. Treasury futures for either cash management purposes or potentially to add value since they may be favorably priced.
The Fund may invest a small portion of its assets in shares of exchange-traded funds (ETFs). These ETFs typically provide returns similar to those of 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 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 Vanguards operations.
| 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. Non-exchange-traded derivatives |
| such as certain swap agreementson the other hand, tend to be more |
| specialized or complex and may be more difficult to accurately value. |
18
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Methods Used to Meet Redemption Requests
Under normal circumstances, the Fund typically expects to meet redemptions with other positive cash flows. When this is not an option, the Fund seeks to maintain its risk exposure by selling a cross section of the 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 objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
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
19
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 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.
20
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 Share Price. 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 the turnover rate for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds.
| 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 dealer |
| markups and other transaction costs will have on its return. Also, funds with high |
| turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.3 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
21
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
| the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that may be |
| owned by one person, by a private group of individuals, or by public investors |
| who own the management companys stock. The management fees charged by |
| these companies include a profit component over and above the companies cost |
| of providing services. By contrast, Vanguard provides services to its member |
| funds on an at-cost basis, with no profit component, which helps to keep the |
| funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Fixed Income Group. As of September 30, 2017, Vanguard served as advisor for approximately $3.7 trillion in assets. Vanguard provides investment advisory services to the Fund, on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended September 30, 2017, the advisory expenses represented an effective annual rate of 0.01% of the Funds average net assets.
Although the Fund is managed solely by Vanguard, the Fund reserves the right to utilize a multimanager approach in the future. Under the terms of an SEC exemption, the 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 additional investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised. The Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly-owned subsidiaries of Vanguard. If granted, the Fund may rely on the new SEC relief.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent semiannual report to shareholders covering the fiscal period ended March 31.
22
The managers primarily responsible for the day-to-day management of the Fund are:
Gregory S. Nassour, CFA, Principal of Vanguard. He has been with Vanguard since 1992, has worked in investment management since 1994, has managed investment portfolios since 2001, and has co-managed the Fund since its inception in 2016. Education: B.S., West Chester University; M.B.A., Saint Josephs University.
Brian W. Quigley, Portfolio Manager at Vanguard. He has been with Vanguard since 2003, has worked in investment management since 2005, has managed investment portfolios since 2015, and has co-managed the Fund since its inception in 2016. Education: B.S., Lehigh University.
Gemma Wright-Casparius, Principal of Vanguard. She has worked in investment management since 2005, has managed investment portfolios since 2008, has been with Vanguard since 2011, and has co-managed the Fund since its inception in 2016. Education: B.B.A. and M.B.A., Bernard M. Baruch College of The City University of New York.
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 less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Funds income dividends generally are declared monthly and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.
You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund. However, if you are investing through an employer-sponsored retirement or savings plan, your distributions will be automatically reinvested in additional Fund shares.
23
| Plain Talk About Distributions |
| As a shareholder, you are entitled to your portion of a funds income from |
| interest as well as capital gains from the funds sale of investments. Income |
| consists of interest the fund earns from its money market and bond |
| investments. Capital gains are realized whenever the fund sells securities for |
| higher prices than it paid for them. These capital gains are either short-term or |
| long-term, depending on whether the fund held the securities for one year or less |
| or for more than one year. |
Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
24
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Provide your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
25
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares.
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security).
The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares, including institutional money market fund shares, held by a fund are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a fund are based on the market value of the shares.
A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day). Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
26
Financial Highlights
The following financial highlights tables are intended to help you understand the Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Tables |
| This explanation uses the Funds Investor Shares as an example. The Investor |
| Shares began fiscal year 2017 with a net asset value (share price) of $10.26 per |
| share. During the year, each Investor Share earned $0.217 from investment |
| income (interest). There was a decline of $0.219 per share in the value of |
| investments held or sold by the Fund, resulting in a net decline of $0.002 per |
| share from investment operations. |
| Shareholders received $0.258 per share in the form of dividend and capital gains |
| distributions. A portion of each years distributions may come from the prior |
| years income or capital gains. |
| The share price at the end of the year was $10.00, reflecting losses of $0.002 per |
| share and distributions of $0.258 per share. This was a decrease of $0.26 per |
| share (from $10.26 at the beginning of the year to $10.00 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was 0.03% for the year. |
| As of September 30, 2017, the Investor Shares had approximately $91 million in |
| net assets. For the year, the expense ratio was 0.25% ($2.50 per $1,000 of net |
| assets), and the net investment income amounted to 2.18% of average net |
| assets. The Fund sold and replaced securities valued at 232% of its net assets. |
27
| Core Bond Fund Investor Shares | ||
| Year | March 10, | |
| Ended | 20161 to | |
| Sept. 30, | Sept. 30, | |
| For a Share Outstanding Throughout Each Period | 2017 | 2016 |
| Net Asset Value, Beginning of Period | $10.26 | $10.00 |
| Investment Operations | ||
| Net Investment Income | .2172 | .097 |
| Net Realized and Unrealized Gain (Loss) on Investments | (.219) | .259 |
| Total from Investment Operations | (.002) | .356 |
| Distributions | ||
| Dividends from Net Investment Income | (.197) | (.096) |
| Distributions from Realized Capital Gains | (.061) | |
| Total Distributions | (.258) | (.096) |
| Net Asset Value, End of Period | $10.00 | $10.26 |
| Total Return3 | 0.03% | 3.57% |
| Ratios/Supplemental Data | ||
| Net Assets, End of Period (Millions) | $91 | $65 |
| Ratio of Total Expenses to Average Net Assets | 0.25% | 0.25% |
| Ratio of Net Investment Income to Average Net Assets | 2.18% | 2.00% |
| Portfolio Turnover Rate4 | 232% | 229% |
| 1 Subscription period for the Fund was March 10, 2016, to March 24, 2016, during which time all assets were held in money | ||
| market instruments. Performance measurement began March 28, 2016, the first business day after the subscription period, at | ||
| a net asset value of $10.00. | ||
| 2 Calculated based on average shares outstanding. | ||
| 3 Total returns do not include account service fees that may have applied in the period shown. | ||
| 4 Includes 81% and 58% attributable to mortgage-dollar-roll activity. | ||
28
| Core Bond Fund Admiral Shares | ||
| Year | March 10, | |
| Ended | 20161 to | |
| Sept. 30, | Sept. 30, | |
| For a Share Outstanding Throughout Each Period | 2017 | 2016 |
| Net Asset Value, Beginning of Period | $20.53 | $20.00 |
| Investment Operations | ||
| Net Investment Income | .4542 | .205 |
| Net Realized and Unrealized Gain (Loss) on Investments | (.445) | .528 |
| Total from Investment Operations | .009 | .733 |
| Distributions | ||
| Dividends from Net Investment Income | (.417) | (.203) |
| Distributions from Realized Capital Gains | (.122) | |
| Total Distributions | (.539) | (.203) |
| Net Asset Value, End of Period | $20.00 | $20.53 |
| Total Return3 | 0.10% | 3.67% |
| Ratios/Supplemental Data | ||
| Net Assets, End of Period (Millions) | $794 | $578 |
| Ratio of Total Expenses to Average Net Assets | 0.15% | 0.15% |
| Ratio of Net Investment Income to Average Net Assets | 2.28% | 2.10% |
| Portfolio Turnover Rate4 | 232% | 229% |
| 1 Subscription period for the Fund was March 10, 2016, to March 24, 2016, during which time all assets were held in money | ||
| market instruments. Performance measurement began March 28, 2016, the first business day after the subscription period, at | ||
| a net asset value of $20.00. | ||
| 2 Calculated based on average shares outstanding. | ||
| 3 Total returns do not include account service fees that may have applied in the period shown. | ||
| 4 Includes 81% and 58% attributable to mortgage-dollar-roll activity. | ||
29
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Investor Shares To open and maintain an account. $3,000.
To add to an existing account. Generally $1.
30
Account Minimums for Admiral Shares
To open and maintain an account. $50,000. If you request Admiral Shares when you open a new account but the investment amount does not meet the account minimum for Admiral Shares, your investment will be placed in Investor Shares of the Fund. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard.
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard.
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
31
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for share classes in this prospectus), see Additional Information.
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares.
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange, wire, or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan: Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you
32
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
Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, 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.
33
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAVs of the two share classes.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know.
Conversions From Investor Shares to Admiral Shares
Self-directed conversions. If your account balance in the Fund is at least $50,000, you may ask Vanguard to convert your Investor Shares to Admiral Shares. You may request a conversion through our website (if you are registered for online access), by telephone, or by mail. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. See Contacting Vanguard. If you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Automatic conversions. Vanguard conducts periodic reviews of account balances and may, if your account balance in the Fund exceeds $50,000, automatically convert your Investor Shares to Admiral Shares. You will be notified before an automatic conversion occurs and will have an opportunity to instruct Vanguard not to effect the conversion. Financial intermediaries, institutional, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them. If
34
you are investing through an intermediary, please contact that firm directly for more information regarding your eligibility.
Mandatory Conversions to Investor Shares
If an account no longer meets the balance requirements for Admiral Shares, Vanguard may automatically convert the shares in the account to Investor Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard.
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard.
By writing a check. If you have established the checkwriting service on your account, you can redeem shares by writing a check for $250 or more.
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
35
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan: Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares 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
36
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.
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Earning Dividends
You generally will continue earning dividends until the first business day following your trade date. Generally, there are two exceptions to this rule: (1) If you redeem shares by writing a check against your account, the shares will stop earning dividends on the day that your check posts to your account; and (2) For money market funds, if you redeem shares with a same-day wire request before 10:45 a.m., Eastern time, on a business day (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the shares will stop earning dividends that same day.
37
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 at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
38
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.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
Discretionary transactions through Vanguard Asset Management Services, Vanguard Personal Advisor Services®, and Vanguard Institutional Advisory Services®.
39
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
40
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.
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.
41
If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account®. To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
42
Written instructions may be acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Converting Shares, Redeeming Shares, and
Exchanging Shares. Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
43
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent-Trading LimitationsAccounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Account Service Fee
Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services® account.*
Accounts held through intermediaries.*
Accounts held by institutional clients.
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services®, $500,000 for Vanguard Voyager Select Services®, $1 million for Vanguard Flagship Services®, and $5 million for Vanguard Flagship Select Services. Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs®, certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
44
Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE
IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
45
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, Vanguard (or your intermediary) is required to provide annual tax forms to assist you in preparing your income tax returns. These forms are generally available for each calendar year early in the following year. Registered users of vanguard.com can also view certain forms through our website. Vanguard (or your intermediary) may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard.
46
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Core Bond Fund twice a year, in May and November. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Reports from the 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.
47
| 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 | |
48
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
| Regular Mail (Individuals) | The Vanguard Group | |||
| P.O. Box 1110 | ||||
| Valley Forge, PA 19482-1110 | ||||
| Regular Mail (Institutions, Intermediaries, and The Vanguard Group | ||||
| Employer-Sponsored Plan Participants) | P.O. Box 2900 | |||
| Valley Forge, PA 19482-2900 | ||||
| Registered, Express, or Overnight Mail | The Vanguard Group | |||
| 455 Devon Park Drive | ||||
| Wayne, PA 19087-1815 | ||||
| Additional Information | ||||
| Inception | Newspaper | Vanguard | CUSIP | |
| Date | Abbreviation | Fund Number | Number | |
| Core Bond Fund | ||||
| Investor Shares | 3/28/2016 | CoreBdInv | 1320 | 922020847 |
| Admiral Shares | 3/28/2016 | CoreBdAdm | 1520 | 922020839 |
49
CFA® is a registered trademark owned by CFA Institute.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloombergs licensors, own all proprietary rights in the Bloomberg Barclays U.S. Aggregate Float Adjusted Index (the Index or Bloomberg Barclays Index).
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Core Bond Fund and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the Core Bond Fund. The Index is licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the Core Bond Fund. Bloomberg and Barclays only relationship with Vanguard in respect to the Index is the licensing of the Index, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the Core Bond Fund or the owners of the Core Bond Fund.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Index in connection with the Core Bond Fund. Investors acquire the Core Bond Fund from Vanguard and investors neither acquire any interest in the Index nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the Core Bond Fund. The Core Bond Fund is not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the Core Bond Fund or the advisability of investing in securities generally or the ability of the Index to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the Core Bond Fund with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Core Bond Fund to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the Core Bond Fund or any other third party into consideration in determining, composing or calculating the Index. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the Core Bond Fund.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the Core Bond Fund, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the Core Bond Fund, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDEX, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO THE BLOOMBERG BARCLAYS INDEX. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF A BLOOMBERG BARCLAYS INDEX OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE CORE BOND FUND.
None of the information supplied by Bloomberg or Barclays and used in this publication may be reproduced in any manner without the prior written permission of both Bloomberg and Barclays Capital, the investment banking division of Barclays Bank Plc. Barclays Bank Plc is registered in England No. 1026167. Registered office 1 Churchill Place London E14 5HP.
50
Glossary of Investment Terms
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bloomberg Barclays U.S. Aggregate Float Adjusted Index. An index that includes the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with investment-grade ratings (rated Baa3 or above by Moodys) and maturities of 1 year or more.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
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.
51
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 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. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
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.
52
This page intentionally left blank.
P.O. Box 2600
Valley Forge, PA 19482-2600
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a participant in an employer-sponsored plan: |
| If you would like more information about Vanguard | The Vanguard Group |
| Core Bond Fund, the following documents are | Participant Services |
| available free upon request: | P.O. Box 2900 |
| Valley Forge, PA 19482-2900 | |
| Annual/Semiannual Reports to Shareholders | Telephone: 800-523-1188; Text telephone for people |
| Additional information about the Funds investments is | with hearing impairment: 800-749-7273 |
| available in the Funds annual and semiannual reports | |
| to shareholders. In the annual report, you will find a | If you are a current Vanguard shareholder and would |
| discussion of the market conditions and investment | like information about your account, account |
| strategies that significantly affected the Funds | transactions, and/or account statements, please call: |
| performance during its last fiscal year. | Client Services Department |
| Statement of Additional Information (SAI) | Telephone: 800-662-2739; Text telephone for people |
| The SAI provides more detailed information about | with hearing impairment: 800-749-7273 |
| the Fund and is incorporated by reference into (and | Information Provided by the Securities and |
| thus legally a part of) this prospectus. | Exchange Commission (SEC) |
| To receive a free copy of the latest annual or semiannual | You can review and copy information about the Fund |
| report or the SAI, or to request additional information | (including the SAI) at the SECs Public Reference Room |
| about the Fund or other Vanguard funds, please visit | in Washington, DC. To find out more about this public |
| vanguard.com or contact us as follows: | service, call the SEC at 202-551-8090. Reports and |
| other information about the Fund are also available in | |
| If you are an individual investor: | the EDGAR database on the SECs website at |
| The Vanguard Group | www.sec.gov, or you can receive copies of this |
| Investor Information Department | information, for a fee, by electronic request at the |
| P.O. Box 2600 | following email address: [email protected], or by |
| Valley Forge, PA 19482-2600 | writing the Public Reference Section, Securities and |
| Telephone: 800-662-7447; Text telephone for people | Exchange Commission, Washington, DC 20549-1520. |
| with hearing impairment: 800-749-7273 | |
| Funds Investment Company Act file number: 811-05628 | |
© 2018 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 1320 012018
PART B
VANGUARD® MALVERN FUNDS
STATEMENT OF ADDITIONAL INFORMATION
January 26, 2018
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Funds current prospectus (dated January 26, 2018). 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-30 |
| Purchase and Redemption of Shares | B-31 |
| Management of the Funds | B-32 |
| Investment Advisory and Other Services | B-49 |
| Portfolio Transactions | B-56 |
| Proxy Voting Guidelines | B-58 |
| Information About the ETF Share Class | B-64 |
| Financial Statements | B-69 |
| Description of Bond Ratings | B-70 |
DESCRIPTION OF THE TRUST
Vanguard Malvern Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
| Share Classes1 | |||||
| Fund2 | Investor | Admiral | Institutional | Institutional Plus | ETF |
| Vanguard Capital Value Fund | VCVLX | | | | |
| Vanguard U.S. Value Fund | VUVLX | | | | |
| Vanguard Short-Term Inflation-Protected Securities Index Fund | VTIPX | VTAPX | VTSPX | | VTIP |
| Vanguard Institutional Short-Term Bond Fund | | | | VISTX | |
| Vanguard Institutional Intermediate-Term Bond Fund | | | | VIITX | |
| Vanguard Core Bond Fund | VCORX | VCOBX | | | |
| Vanguard Emerging Markets Bond Fund | VEMBX | VEGBX | | | |
| 1 Individually, a class; collectively, the classes. | |||||
| 2 Individually, a Fund; collectively, the Funds. |
The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and fractional shares that may be issued for a single fund or class of shares.
Throughout this document, any references to class apply only to the extent a Fund issues multiple classes.
Organization
The Trust was organized as a Maryland corporation in 1988 and was reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known as Vanguard Asset Allocation Fund, Inc. The Trust
B-1
changed its name to Vanguard Malvern Funds in 2000. 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 Emerging Markets Bond Fund, are classified as diversified within the meaning of the 1940 Act. Vanguard Emerging Markets Bond Fund is classified as nondiversified within the meaning of the 1940 Act.
Service Providers
Custodians. Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548 (for Vanguard Capital Value Fund and Vanguard U.S. Value Fund), JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179 (for Vanguard Short-Term Inflation-Protected Securities Index Fund), State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 (for Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund), and The Bank of New York Mellon, 225 Liberty Street, New York, NY 10286 (for Vanguard Core Bond Fund and Vanguard Emerging Markets Bond 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
B-2
shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote by the shareholders.
Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the 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. Shareholders of Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Core Bond Fund, and Vanguard Emerging Markets Bond Fund may convert their shares into another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements as described in the Funds current prospectus. Shareholders may not convert into or out of a Funds ETF Shares. There are no conversion rights associated with Vanguard Capital Value Fund, Vanguard U.S. Value Fund, Vanguard Institutional Short-Term Bond Fund, and Vanguard Institutional Intermediate-Term Bond Fund.
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, 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 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 the Funds are not eligible for treatment as qualified dividend income.
Dividends received and distributed by each Fund on shares of stock of domestic corporations (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 the Funds are not eligible for the dividends-received deduction.
Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.
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. With respect to 75% of its total assets, each Fund (except Vanguard Emerging Markets Bond 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 (except Vanguard Short-Term Inflation-Protected Securities Index Fund) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
Vanguard Short-Term Inflation-Protected Securities Index Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry, except as may be necessary to approximate the composition of its target index.
Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
Senior Securities. Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Underwriting. Each Fund may not act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.
Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.
None of these policies prevents the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See Management of the Funds for more information.
INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in each Funds prospectus set forth percentage limitations on a Funds investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Funds investment strategies and policies.
The following investment strategies, risks, and policies supplement each Funds investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.
B-4
Asset-Backed Securities. Asset-backed securities represent a participation in, or are secured by and payable from, pools of underlying assets such as debt securities, bank loans, motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements, and other categories of receivables. These underlying assets are securitized through the use of trusts and special purpose entities. Payment of interest and repayment of principal on asset-backed securities may be largely dependent upon the cash flows generated by the underlying assets backing the securities and, in certain cases, may be supported by letters of credit, surety bonds, or other credit enhancements. The rate of principal payments on asset-backed securities is related to the rate of principal payments, including prepayments, on the underlying assets. The credit quality of asset-backed securities depends primarily on the quality of the underlying assets, the level of credit support, if any, provided for the securities, and the credit quality of the credit-support provider, if any. The value of asset-backed securities may be affected by the various factors described above and other factors, such as changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the underlying assets, or the entities providing the credit enhancement.
Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate, as a result of the pass-through of prepayments of principal on the underlying assets. Prepayments of principal by borrowers or foreclosure or other enforcement action by creditors shortens the term of the underlying assets. The occurrence of prepayments is a function of several factors, such as the level of interest rates, the general economic conditions, the location and age of the underlying obligations, and other social and demographic conditions. A funds ability to maintain positions in asset-backed securities is affected by the reductions in the principal amount of the underlying assets because of prepayments. A funds ability to reinvest prepayments of principal (as well as interest and other distributions and sale proceeds) at a comparable yield is subject to generally prevailing interest rates at that time. The value of asset-backed securities varies with changes in market interest rates generally and the differentials in yields among various kinds of U.S. government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of the underlying securities. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such assets. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which the assets were previously invested. Therefore, asset-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.
Because asset-backed securities generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage, asset-backed securities present certain additional risks that are not present with mortgage-backed securities. For example, revolving credit receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to set off certain amounts owed, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than by real property. Most issuers of automobile receivables permit loan servicers to retain possession of the underlying assets. If the servicer of a pool of underlying assets sells them to another party, there is the risk that the purchaser could acquire an interest superior to that of holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issue of asset-backed securities and technical requirements under state law, the trustee for the holders of the automobile receivables may not have a proper security interest in the automobiles. Therefore, there is the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. Asset-backed securities have been, and may continue to be, subject to greater liquidity risks because of the deterioration of worldwide economic and liquidity conditions that became acute in 2008. In addition, government actions and proposals that affect the terms of underlying home and consumer loans, thereby changing demand for products financed by those loans, as well as the inability of borrowers to refinance existing loans, have had and may continue to have a negative effect on the valuation and liquidity of asset-backed securities.
Borrowing. A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations
B-5
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) equal (as determined on a daily mark-to-market basis) in value to the funds potential economic exposure under the borrowing transaction; or otherwise covers the transaction in accordance with applicable SEC guidance (collectively, covers the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.
Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporations capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.
The market value of a convertible security is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible securitys price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive
B-6
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, call risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws may result in the issuers debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.
Debt SecuritiesBank Obligations. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest rate. Certificates of deposit are negotiable short-term obligations of commercial banks. Variable rate certificates of deposit have an interest rate that is periodically adjusted prior to their stated maturity based upon a specified market rate. As a result of these adjustments, the interest rate on these obligations may be increased or decreased periodically. Frequently, dealers selling variable rate certificates of deposit to a fund will agree to repurchase such instruments, at the funds option, at par on or near the coupon dates. The dealers obligations to repurchase these instruments are subject to conditions imposed by various dealers; such conditions typically are the continued credit standing of the issuer and the existence of reasonably orderly market conditions. A fund is also able to sell variable rate certificates of deposit on the secondary market. Variable rate certificates of deposit normally carry a higher interest rate than comparable fixed-rate certificates of deposit. A bankers acceptance is a time
B-7
draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer, or storage of goods). The borrower is liable for payment, as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of 6 months or less and are traded in the secondary markets prior to maturity.
Debt SecuritiesCommercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. It is usually sold on a discount basis and has a maturity at the time of issuance not exceeding 9 months. High-quality commercial paper typically has the following characteristics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-term senior debt is also high credit quality; (3) the issuer has access to at least two additional channels of borrowing; (4) basic earnings and cash flow have an upward trend with allowance made for unusual circumstances; (5) typically, the issuers industry is well established and the issuer has a strong position within the industry; and (6) the reliability and quality of management are unquestioned. In assessing the credit quality of commercial paper issuers, the following factors may be considered: (1) evaluation of the management of the issuer, (2) economic evaluation of the issuers industry or industries and the appraisal of speculative-type risks that may be inherent in certain areas, (3) evaluation of the issuers products in relation to competition and customer acceptance, (4) liquidity, (5) amount and quality of long-term debt, (6) trend of earnings over a period of ten years, (7) financial strength of a parent company and the relationships that exist with the issuer, and (8) recognition by the management of obligations that may be present or may arise as a result of public-interest questions and preparations to meet such obligations. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than longer-term fixed income securities because interest rate risk typically increases as maturity lengths increase. Additionally, an issuer may expect to repay commercial paper obligations at maturity from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper payment obligations, also known as rollover risk. Commercial paper may suffer from reduced liquidity due to certain circumstances, in particular, during stressed markets. In addition, as with all fixed income securities, an issuer may default on its commercial paper obligation.
Variable-amount master-demand notes are demand obligations that permit the investment of fluctuating amounts at varying market rates of interest pursuant to an arrangement between the issuer and a commercial bank acting as agent for the payees of such notes, whereby both parties have the right to vary the amount of the outstanding indebtedness on the notes. Because variable-amount master-demand notes are direct lending arrangements between a lender and a borrower, it is not generally contemplated that such instruments will be traded, and there is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time. In connection with a funds investment in variable-amount master-demand notes, Vanguards investment management staff will monitor, on an ongoing basis, the earning power, cash flow, and other liquidity ratios of the issuer, along with the borrowers ability to pay principal and interest on demand.
Debt SecuritiesForeign Debt Securities. Foreign debt securities are debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Foreign securities may trade in U.S. or foreign securities markets. Investing in foreign debt securities involves certain special risk considerations that are not typically associated with investing in debt securities of U.S. companies or governments.
Debt SecuritiesInflation-Indexed Securities. Inflation-indexed securities are debt securities, the principal value of which is periodically adjusted to reflect the rate of inflation as indicated by the Consumer Price Index (CPI). Inflation-indexed securities may be issued by the U.S. government, by agencies and instrumentalities of the U.S. government, and by corporations. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon payment.
The periodic adjustment of U.S. inflation-indexed securities is tied to the CPI, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation, and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will correlate to the rate of inflation in the United States.
B-8
Inflationa general rise in prices of goods and serviceserodes the purchasing power of an investors portfolio. For example, if an investment provides a nominal total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Inflation, as measured by the CPI, has generally occurred during the past 50 years, so investors should be conscious of both the nominal and real returns of their investments. Investors in inflation-indexed securities funds who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a funds income distributions. Although inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise because of reasons other than inflation (e.g., changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.
Coupon payments that a fund receives from inflation-indexed securities are included in the funds gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by Internal Revenue Service (IRS) regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested shares (which, like principal adjustments, are taxable to shareholders). It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.
Debt 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.
B-9
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 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
B-10
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.
Debt SecuritiesZero-Coupon and Pay-in-Kind Securities. Zero-coupon and pay-in-kind securities are debt securities that do not make regular cash interest payments. Zero-coupon securities generally do not pay interest. Zero-coupon Treasury bonds are U.S. Treasury notes and bonds that have been stripped of their unmatured interest coupons, or the coupons themselves, and also receipts or certificates representing an interest in such stripped debt obligations and coupons. The timely payment of coupon interest and principal on these instruments remains guaranteed by the full faith and credit of the U.S. government. Pay-in-kind securities pay interest through the issuance of additional securities. These securities are generally issued at a discount to their principal or maturity value. Because such securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. Although these securities do not pay current cash income, federal income tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the original issue discount and other noncash income on such securities accrued during that year. Each fund that holds such securities intends to pass along such interest as a component of the funds distributions of net investment income. It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.
Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a depository. Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a 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
B-11
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.
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.
B-12
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.
Most ETFs are investment companies. Therefore, a funds purchases of ETF shares generally are subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies.
Vanguard ETF®* Shares are exchange-traded shares that represent an interest in an investment portfolio held by Vanguard funds. A funds investments in Vanguard ETF Shares are also generally subject to the descriptions, limitations, and risks described under the heading Other Investment Companies, except as provided by an exemption granted by the SEC that permits registered investment companies to invest in a Vanguard fund that issues ETF Shares beyond the limits of Section 12(d)(1) of the 1940 Act, subject to certain terms and conditions.
* U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and 8,417,623.
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
B-13
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 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.
B-14
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 generally requires pre-delivery of cash or securities to 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 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 or adjust its foreign currency exposure. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
B-15
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 or adjust its foreign currency exposure 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.
Foreign SecuritiesForeign Investment Companies. Some of the countries in which a fund may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such countries may be permitted only through foreign government-approved or authorized investment vehicles, which may include other investment companies. Such investments may be made through registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or expenses and may also be subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies.
Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be long the contract. The seller of a futures contract enters into an agreement to sell the
B-16
underlying commodity on the settlement date and is said to be short the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are offset before the settlement date through the establishment of an opposite and equal futures position.
The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit initial margin with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the funds position declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds position increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to each Fund under the CEA. A Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.
Futures Contracts and Options on Futures 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
B-17
any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.
A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
U.S. Treasury futures are generally not subject to such daily limits.
A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures
contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
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.
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
B-18
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 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.
Investments in loans through direct assignment of a financial institutions interests with respect to a loan may involve additional risks. For example, if a loan is foreclosed, the purchaser could become part owner of any collateral and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is at least conceivable that, under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.
A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower under the terms of the loan or other indebtedness. If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agents general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal and/or interest.
Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a purchaser to increase its investment in a borrower when it would not otherwise have done so, even if the borrowers condition makes it unlikely that the amount will ever be repaid.
A funds investment policies will govern the amount of total assets that it may invest in any one issuer or in issuers within the same industry. For purposes of these limitations, a fund generally will treat the borrower as the issuer of indebtedness held by the fund. In the case of loan participations in which a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require the fund, in some circumstances, to treat both the lending bank or other lending institution and the borrower as issuers for purposes of the funds investment policies. Treating a financial intermediary as an issuer of indebtedness may restrict a funds ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.
B-19
Mortgage-Backed Securities. Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans and may be based on different types of mortgages, including those on residential properties or commercial real estate. Mortgage-backed securities include various types of securities, such as government stripped mortgage-backed securities, adjustable rate mortgage-backed securities, and collateralized mortgage obligations.
Generally, mortgage-backed securities represent partial interests in pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the Government National Mortgage Association (GNMA); by government-related organizations, such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC); and by private issuers, such as commercial banks, savings and loan institutions, and mortgage bankers. The average maturity of pass-through pools of mortgage-backed securities in which a fund may invest varies with the maturities of the underlying mortgage instruments. In addition, a pools average maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, the general economic and social conditions, the location of the mortgaged property, and the age of the mortgage. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool cannot be predicted accurately.
Mortgage-backed securities may be classified as private, government, or government-related, depending on the issuer or guarantor. Private mortgage-backed securities represent interest in pass-through pools consisting principally of conventional residential or commercial mortgage loans created by nongovernment issuers, such as commercial banks, savings and loan associations, and private mortgage insurance companies. Private mortgage-backed securities may not be readily marketable. In addition, mortgage-backed securities have been subject to greater liquidity risk because of the deterioration of worldwide economic and liquidity conditions that became especially severe in 2008. U.S. government mortgage-backed securities are backed by the full faith and credit of the U.S. government. GNMA, the principal U.S. guarantor of these securities, is a wholly owned U.S. government corporation within the Department of Housing and Urban Development. Government-related mortgage-backed securities are not backed by the full faith and credit of the U.S. government. Issuers include FNMA and FHLMC, which are congressionally chartered corporations. In September 2008, the U.S. Treasury placed FNMA and FHLMC under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury entered into purchase agreements with FNMA and FHLMC to provide them with capital in exchange for senior preferred stock. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. Participation certificates representing interests in mortgages from FHLMCs national portfolio are guaranteed as to the timely payment of interest and principal by FHLMC. Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments (i.e., mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary).
Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. A funds ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. A funds ability to reinvest prepayments of principal at comparable yield is subject to generally prevailing interest rates at that time. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of a pool of mortgages supporting a mortgage-backed security. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such a pool. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, mortgage-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.
Mortgage-Backed SecuritiesAdjustable Rate Mortgage-Backed Securities. Adjustable rate mortgage-backed securities (ARMBSs) have interest rates that reset at periodic intervals. Acquiring ARMBSs permits a fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSs generally have higher current yield and lower price fluctuations than is
B-20
the case with more traditional fixed income debt securities of comparable rating and maturity. However, because the interest rates on ARMBSs are reset only periodically, changes in market interest rates or in the issuers creditworthiness may affect their value. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a fund holding an ARMBS does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like fixed income securities and less like adjustable rate securities and are thus subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.
Mortgage-Backed SecuritiesCollateralized Mortgage Obligations. Collateralized mortgage obligations (CMOs) are mortgage-backed securities that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO transaction are divided into groups, and each group of bonds is referred to as a tranche. Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under a traditional CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under a CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the terms of the particular CMO issuance. The fastest-pay tranches of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When those tranches of bonds are retired, the next tranche (or tranches) in the sequence, as specified in the prospectus, receives all of the principal payments until that tranche is retired. The sequential retirement of bond groups continues until the last tranche is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long-maturity, monthly pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives and risk characteristics.
In recent years, new types of CMO tranches have evolved. These include floating rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which a fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-backed securities.
CMOs may include real estate mortgage investment conduits (REMICs). REMICs, which were authorized under the Tax Reform Act of 1986, are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. A REMIC is a CMO that qualifies for special tax treatment under the IRC and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as regular interests, or residual interests. Guaranteed REMIC pass-through certificates (REMIC Certificates) issued by FNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or FNMA, FHLMC, or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest and also guarantees the payment of principal, as payments are required to be made on the underlying mortgage participation certificates. FNMA REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by FNMA.
The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (i.e., the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, the average life, and the price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.
Mortgage-Backed SecuritiesHybrid ARMs. A hybrid adjustable rate mortgage (hybrid ARM) is a type of mortgage in which the interest rate is fixed for a specified period and then resets periodically, or floats, for the remaining mortgage term. Hybrid ARMs are usually referred to by their fixed and floating periods. For example, a 5/1 ARM refers to a mortgage with a 5-year fixed interest rate period, followed by a 1-year interest rate adjustment period. During the initial
B-21
interest period (i.e., the initial five years for a 5/1 hybrid ARM), hybrid ARMs behave more like fixed income securities and are thus subject to the risks associated with fixed income securities. All hybrid ARMs have reset dates. A reset date is the date when a hybrid ARM changes from a fixed interest rate to a floating interest rate. At the reset date, a hybrid ARM can adjust by a maximum specified amount based on a margin over an identified index. Like ARMBSs, hybrid ARMs have periodic and lifetime limitations on the increases that can be made to the interest rates that mortgagors pay. Therefore, if during a floating rate period interest rates rise above the interest rate limits of the hybrid ARM, a fund holding the hybrid ARM does not benefit from further increases in interest rates.
Mortgage-Backed SecuritiesMortgage Dollar Rolls. A mortgage dollar roll is a transaction in which a fund sells a mortgage-backed security to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a predetermined price. A mortgage-dollar-roll program may be structured to simulate an investment in mortgage-backed securities at a potentially lower cost, or with potentially reduced administrative burdens, than directly holding mortgage-backed securities. For accounting purposes, each transaction in a mortgage dollar roll is viewed as a separate purchase and sale of a mortgage-backed security. These transactions may increase a funds portfolio turnover rate. The fund receives cash for a mortgage-backed security in the initial transaction and enters into an agreement that requires the fund to purchase a similar mortgage-backed security in the future.
The counterparty with which a fund enters into a mortgage-dollar-roll transaction is obligated to provide the fund with similar securities to purchase as those originally sold by the fund. These securities generally must (1) be issued by the same agency and be part of the same program; (2) have similar original stated maturities; (3) have identical net coupon rates; and (4) satisfy good delivery requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within a certain percentage of the initial amount delivered. Mortgage dollar rolls will be used only if consistent with a funds investment objective and strategies and will not be used to change a funds risk profile.
Mortgage-Backed SecuritiesStripped Mortgage-Backed Securities. Stripped mortgage-backed securities (SMBSs) are derivative multiclass mortgage-backed securities. SMBSs may be issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities formed or sponsored by any of the foregoing.
SMBSs are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the IO class), while the other class will receive all of the principal (the principal-only or PO class). The price and yield to maturity on an IO class are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to recoup some or all of its initial investment in these securities, even if the security is in one of the highest rating categories.
Although SMBSs are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed, and accordingly, these securities may be deemed illiquid and thus subject to a funds limitations on investment in illiquid securities.
Mortgage-Backed SecuritiesTo Be Announced (TBA) Securities. A TBA securities transaction, which is a type of forward-commitment transaction, represents an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date, typically within 30 calendar days of the trade date. With TBA transactions, the particular securities (i.e., specified mortgage pools) to be delivered or received are not identified at the trade date; however, securities delivered to a purchaser must meet specified criteria, including face value, coupon rate, and maturity, and be within industry-accepted good delivery standards. A fund may sell TBA securities to hedge its portfolio positions or to dispose of mortgage-backed securities it owns under delayed-delivery arrangements. Proceeds of TBA securities sold are not received until the contractual settlement date. For TBA purchases, a fund will maintain sufficient liquid assets (e.g., cash or marketable securities) until settlement date in an amount sufficient to meet the purchase price. Unsettled TBA securities are valued by an independent pricing service based on the characteristics of the securities to be delivered or received. A risk associated with TBA transactions is that at settlement, either the buyer fails to pay the agreed price for the securities or the seller fails to deliver the agreed
B-22
securities. As the value of such unsettled TBA securities is assessed on a daily basis, parties mitigate such risk by, among other things, exchanging collateral as security for performance, performing a credit analysis of the counterparty, allocating transactions among numerous counterparties, and monitoring its exposure to each counterparty.
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 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
B-23
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 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
B-24
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 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
B-25
repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.
The use of repurchase agreements involves certain risks. One risk is the sellers ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under bankruptcy laws, the disposition of the collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to liquidation or reorganization under bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
Restricted and Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the securitys issuer.
Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing. A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a funds use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the funds right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.
Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the
B-26
loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are very low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the funds total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower marks to market on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on the lent securities, and any increase in their market value. Loan arrangements made by 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.
Tax MattersFederal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authority. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. 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 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
B-27
any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.
A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the funds other investments, and shareholders will be advised on the nature of the distributions.
Tax MattersFederal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal income tax treatment of a funds transactions in the following: non-U.S. currencies; non-U.S. currency-denominated debt obligations; and certain non-U.S. currency options, futures contracts, forward contracts, and similar instruments. Accordingly, if a fund engages in these types of transactions it may have ordinary income or loss to the extent that such income or loss results from fluctuations in the value of the non-U.S. currency concerned. Such ordinary income could accelerate fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any ordinary loss so created will generally reduce ordinary income distributions and, in some cases, could require the recharacterization of prior ordinary income distributions. Net ordinary losses cannot be carried forward by the fund to offset income or gains realized in subsequent taxable years.
Any gain or loss attributable to the non-U.S. currency component of a transaction engaged in by a fund that is not subject to these special currency rules (such as foreign equity investments other than certain preferred stocks) will generally be treated as a capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.
To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that could affect the character, timing, or amount of the funds gains and losses. For more information, see Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions.
Tax MattersForeign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a funds total assets are invested in securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each quarter of a funds taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests that has elected to pass through such taxes to shareholders.
Tax MattersMarket Discount or Premium. The price of a bond purchased after its original issuance may reflect market discount or premium. Depending on the particular circumstances, market discount may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Premium is generally amortizable over the remaining term of the bond. Depending on the type of bond, premium may affect the amount of income required to be recognized by a fund holding the bond and the funds basis in the bond.
Tax MattersPassive Foreign Investment Companies. Vanguard Capital Value Fund and Vanguard U.S. Value 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, a 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.
B-28
Tax MattersReal Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the funds income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an excess inclusion) will be subject to U.S. federal income tax in all eventsincluding potentially at the fund levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operation losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See Tax MattersTax-Exempt Investors.
Tax MattersTax Considerations for Non-U.S. Investors. U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds. 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 and on the proceeds of the sale, redemption, or exchange of fund shares. 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,
B-29
time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.
Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Regulatory restrictions in India. Shares of Vanguard Capital Value Fund and Vanguard Emerging Markets Bond 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 each Fund 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 (i) a person resident in India (as defined under applicable Indian law), (ii) an overseas corporate body or a person of Indian origin (as defined under applicable Indian law), or (iii) 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 each Fund, must satisfy themselves regarding compliance with these requirements.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share for the Short-Term Inflation-Protected Securities Index Fund, Core Bond Fund, and Emerging Markets Bond Fund is computed by dividing the total assets, minus liabilities, allocated to each share class by the number of Fund shares outstanding for that class. NAV per share for the Capital Value Fund, U.S. Value Fund, Institutional Short-Term Bond Fund, and Institutional Intermediate-Term Bond Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a 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).
B-30
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 (Other than ETF Shares)
The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Funds prospectus.
Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased in kind (i.e., in exchange for securities, rather than for cash) at the discretion of the Funds portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Funds prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.
Redemption of Shares (Other than ETF Shares)
The redemption price of shares of each Fund is the NAV per share next determined after the redemption request is received in good order, as defined in the Funds prospectus.
Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit.
The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
The Funds do not charge a redemption fee. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the Funds.
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a 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
B-31
will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Investing With Vanguard Through Other Firms
Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds behalf (collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Funds instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.
MANAGEMENT OF THE FUNDS
Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each fund is a series of a Delaware statutory trust, and through the trusts jointly owned subsidiary, Vanguard, the funds obtain at cost virtually all of their corporate management, administrative, and distribution services. Vanguard also provides investment advisory services on an at-cost basis to certain Vanguard funds.
Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund (other than a fund of funds) pays its share of Vanguards total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The funds officers are also employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
Vanguard was established and operates under an Amended and Restated Funds Service Agreement. The Amended and Restated Funds Service Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each funds relative net assets and its contribution to Vanguards capital.
As of September 30, 2017, each Fund had contributed capital to Vanguard as follows:
| Capital | Percentage of | Percent | |
| Contribution | Funds Average | of Vanguards | |
| Vanguard Fund | to Vanguard | Net Assets | Capitalization |
| Capital Value Fund | $55,000 | 0.01% | 0.02% |
| U.S. Value Fund | 102,000 | 0.01 | 0.04 |
| Short-Term Inflation-Protected Securities Index Fund | 1,367,000 | 0.01 | 0.55 |
| Institutional Short-Term Bond Fund | 450,000 | 0.01 | 0.18 |
| Institutional Intermediate-Term Bond Fund | 900,000 | 0.01 | 0.36 |
| Vanguard Core Bond Fund | 55,000 | 0.01 | 0.02 |
| Vanguard Emerging Markets Bond Fund | 1,000 | 0.01 | Less than 0.01 |
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
B-32
relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities at cost in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each 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:
n Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
n Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
n Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
n Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.
n Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
n Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
n Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.
VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMCs cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMCs arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to
B-33
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 Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs marketing and distribution activities are primarily intended to result in the sale of the funds shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Funds on an at-cost basis. Amounts captioned Management and Administrative Expenses include a Funds allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned Marketing and Distribution Expenses include a Funds allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
As is the case with all mutual funds, transaction costs incurred by the Funds for buying and selling securities are not reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years ended September 30, 2015, 2016, and 2017, and are presented as a percentage of each Funds average month-end net assets.
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Fund Assets) | |||
| Vanguard Fund | 2015 | 2016 | 2017 |
| Capital Value Fund | |||
| Management and Administrative Expenses | 0.19% | 0.19% | 0.20% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
| U.S. Value Fund | |||
| Management and Administrative Expenses | 0.24% | 0.21% | 0.20% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Short-Term Inflation-Protected Securities Index Fund | |||
| Management and Administrative Expenses | 0.09% | 0.07% | 0.06% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| Institutional Short-Term Bond Fund1 | |||
| Management and Administrative Expenses | 0.01% | 0.02% | 0.02% |
| Marketing and Distribution Expenses | less than 0.01 | less than 0.01 | less than 0.01 |
| Institutional Intermediate-Term Bond Fund1 | |||
| Management and Administrative Expenses | 0.01% | 0.02% | 0.02% |
| Marketing and Distribution Expenses | less than 0.01 | less than 0.01 | less than 0.01 |
B-34
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Fund Assets) | |||
| Vanguard Fund | 2015 | 2016 | 2017 |
| Core Bond Fund2 | |||
| Management and Administrative Expenses | — | 0.06% | 0.14% |
| Marketing and Distribution Expenses | — | 0.01 | 0.01 |
| Emerging Markets Bond Fund2 | |||
| Management and Administrative Expenses | — | 0.06% | 0.17% |
| Marketing and Distribution Expenses | — | less than 0.01 | less than 0.01 |
| 1 The inception date for Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund was June 19, 2015. | |||
| 2 The inception date for Vanguard Core Bond Fund and Vanguard Emerging Markets Bond Fund was March 10, 2016. | |||
The Capital Value Fund’s investment advisor may direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the Fund part of the commissions generated. Such rebates are used solely to reduce the Fund’s management and administrative expenses and are not reflected in these totals.
Officers and Trustees
Each Vanguard fund is governed by the board of trustees of its trust and a single set of officers. Consistent with the board’s corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.
The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds’ internal and external auditors.
The full board participates in the funds’ risk oversight, in part, through the Vanguard funds’ compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds’ chief compliance officer regularly provides reports to the board in writing and in person.
The audit committee of the board, which is composed of JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. Vanguard’s head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.
All of the trustees bring to each fund’s board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the board’s decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the board. The board also considers the individual experience of each trustee and determines that
B-35
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.
| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustees1 | ||||
| F. William McNabb III | Chairman of the | July 2009 | Mr. McNabb has served as Chairman of the Board of | 201 |
| (1957) | Board | Vanguard and of each of the investment companies | ||
| served by Vanguard since January 2010; Trustee of | ||||
| each of the investment companies served by Vanguard | ||||
| since 2009; and Director of Vanguard since 2008. Mr. | ||||
| McNabb served as Chief Executive Officer and | ||||
| President of Vanguard and of each of the investment | ||||
| companies served by Vanguard (20082017) and as a | ||||
| Managing Director of Vanguard (19952008). Mr. | ||||
| McNabb also serves as a Director of Vanguard | ||||
| Marketing Corporation. | ||||
| Mortimer J. Buckley | Chief Executive | January 2018 | Mr. Buckley has served as Chief Executive Officer of | 201 |
| (1969) | Officer and | Vanguard since January 2018; Chief Executive Officer, | ||
| President | President, and Trustee of each of the investment | |||
| companies served by Vanguard since January 2018; | ||||
| and President and Director of Vanguard since 2017. | ||||
| Previous positions held by Mr. Buckley at Vanguard | ||||
| include Chief Investment Officer (20132017), | ||||
| Managing Director (20022017), Head of the Retail | ||||
| Investor Group (20062012), and Chief Information | ||||
| Officer (20012006). Mr. Buckley also served as | ||||
| Chairman of the Board of the Childrens Hospital of | ||||
| Philadelphia (20112017). | ||||
| 1 Mr. McNabb and Mr. Buckley are considered interested persons, as defined in the 1940 Act, because they are officers of the Trust. | ||||
| Independent Trustees | ||||
| Emerson U. Fullwood | Trustee | January 2008 | Mr. Fullwood is the former Executive Chief Staff and | 201 |
| (1948) | Marketing Officer for North America and Corporate | |||
| Vice President (retired 2008) of Xerox Corporation | ||||
| (document management products and services). | ||||
| Previous positions held at Xerox by Mr. Fullwood include | ||||
| President of the Worldwide Channels Group, President | ||||
| of Latin America, Executive Chief Staff Officer of | ||||
| Developing Markets, and President of Worldwide | ||||
| Customer Services. Mr. Fullwood is the Executive in | ||||
| Residence and 20092010 Distinguished Minett | ||||
| Professor at the Rochester Institute of Technology. | ||||
| Mr. Fullwood serves as Lead Director of SPX FLOW, Inc. | ||||
| (multi-industry manufacturing); as a Director of the | ||||
| University of Rochester Medical Center, Monroe | ||||
| Community College Foundation, the United Way of | ||||
| Rochester, North Carolina A&T University, and Roberts | ||||
| Wesleyan College; and as a Trustee of the University of | ||||
| Rochester. | ||||
B-36
| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Amy Gutmann | Trustee | June 2006 | Dr. Gutmann has served as the President of the | 201 |
| (1949) | University of Pennsylvania since 2004. She is the | |||
| Christopher H. Browne Distinguished Professor of | ||||
| Political Science, School of Arts and Sciences, and | ||||
| Professor of Communication, Annenberg School for | ||||
| Communication, with secondary faculty appointments | ||||
| in the Department of Philosophy, School of Arts and | ||||
| Sciences, and at the Graduate School of Education, | ||||
| University of Pennsylvania. Dr. Gutmann also serves | ||||
| as a Trustee of the National Constitution Center. | ||||
| JoAnn Heffernan Heisen | Trustee | July 1998 | Ms. Heisen is the former Corporate Vice President | 201 |
| (1950) | of Johnson & Johnson (pharmaceuticals/medical | |||
| devices/consumer products) and a former member of | ||||
| the Executive Committee (19972008). During her | ||||
| tenure at Johnson & Johnson, Ms. Heisen held | ||||
| multiple roles, including: Chief Global Diversity Officer | ||||
| (retired 2008), Vice President and Chief Information | ||||
| Officer (19972006), Controller (19951997), Treasurer | ||||
| (19911995), and Assistant Treasurer (19891991). Ms. | ||||
| Heisen serves as a Director of Skytop Lodge | ||||
| Corporation (hotels) and the Robert Wood Johnson | ||||
| Foundation and as a member of the Advisory Board of | ||||
| the Institute for Womens Leadership at Rutgers | ||||
| University. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | Mr. Loughrey is the former President and Chief | 201 |
| (1949) | Operating Officer (retired 2009) and Vice Chairman of | |||
| the Board (20082009) of Cummins Inc. (industrial | ||||
| machinery). Mr. Loughrey serves as Chairman of the | ||||
| Board of Hillenbrand, Inc. (specialized consumer | ||||
| services), Oxfam America, and the Lumina Foundation | ||||
| for Education; as a Director of the V Foundation for | ||||
| Cancer Research; and as a member of the Advisory | ||||
| Council for the College of Arts and Letters and Chair of | ||||
| the Advisory Board to the Kellogg Institute for | ||||
| International Studies, both at the University of Notre | ||||
| Dame. | ||||
| Mark Loughridge | Lead Independent | March 2012 | Mr. Loughridge is the former Senior Vice President and | 201 |
| (1953) | Trustee | Chief Financial Officer (retired 2013) at IBM | ||
| (information technology services). Mr. Loughridge also | ||||
| served as a fiduciary member of IBMs Retirement Plan | ||||
| Committee (20042013). Previous positions held by Mr. | ||||
| Loughridge at IBM include Senior Vice President and | ||||
| General Manager of Global Financing (20022004), | ||||
| Vice President and Controller (19982002), and a | ||||
| variety of management roles. Mr. Loughridge serves as | ||||
| a member of the Council on Chicago Booth. | ||||
B-37
| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Scott C. Malpass | Trustee | March 2012 | Mr. Malpass has served as Chief Investment Officer | 201 |
| (1962) | since 1989 and Vice President since 1996 at the | |||
| University of Notre Dame. Mr. Malpass serves as an | ||||
| Assistant Professor of Finance at the Mendoza College | ||||
| of Business at the University of Notre Dame and is a | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Mr. Malpass also serves as Chairman of | ||||
| the Board of TIFF Advisory Services, Inc., and on the | ||||
| board of Catholic Investment Services, Inc. | ||||
| (investment advisors); as a member of the board of | ||||
| advisors for Spruceview Capital Partners; and as a | ||||
| member of the Board of Superintendence of the | ||||
| Institute for the Works of Religion. | ||||
| Deanna Mulligan | Trustee | January 2018 | Ms. Mulligan has served as President since 2010 and | 201 |
| (1963) | Chief Executive Officer since 2011 at The Guardian Life | |||
| Insurance Company of America.2 Previous positions | ||||
| held by Ms. Mulligan at The Guardian Life Insurance | ||||
| Company of America include Chief Operating Officer | ||||
| (20102011) and Executive Vice President of Individual | ||||
| Life and Disability (20082010). Ms. Mulligan serves as | ||||
| a 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. She also serves as a Trustee of | ||||
| the Economic Club of New York and the Bruce | ||||
| Museum (arts and science) and as a member of the | ||||
| Advisory Council for the Stanford Graduate School of | ||||
| Business. | ||||
| André F. Perold | Trustee | December 2004 | Dr. Perold is the George Gund Professor of Finance | 201 |
| (1952) | and Banking, Emeritus at the Harvard Business School | |||
| (retired 2011). Dr. Perold serves as Chief Investment | ||||
| Officer and Co-Managing Partner of HighVista | ||||
| Strategies LLC (private investment firm). Dr. Perold | ||||
| also serves as an Overseer of the Museum of Fine | ||||
| Arts Boston. | ||||
| Sarah Bloom Raskin | Trustee | January 2018 | Ms. Raskin served as Deputy Secretary of the United | 201 |
| (1961) | States Department of the Treasury (20142017), | |||
| Governor of the Federal Reserve Board (20102014), | ||||
| and Commissioner of Financial Regulation of the State | ||||
| of Maryland (20072010). Ms. Raskin also served as a | ||||
| member of the Neighborhood Reinvestment | ||||
| Corporation Board (20122014). Ms. Raskin serves as a | ||||
| Director of i(x) Investments, LLC. | ||||
B-38
| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Peter F. Volanakis | Trustee | July 2009 | Mr. Volanakis is the retired President and Chief | 201 |
| (1955) | Operating Officer (retired 2010) of Corning | |||
| Incorporated (communications equipment) and a | ||||
| former Director of Corning Incorporated (20002010) | ||||
| and of Dow Corning (20012010). Mr. Volanakis served | ||||
| as a Director of SPX Corporation (multi-industry | ||||
| manufacturing) in 2012 and as an Overseer of the | ||||
| Amos Tuck School of Business Administration at | ||||
| Dartmouth College (20012013). Mr. Volanakis serves | ||||
| as Chairman of the Board of Trustees of Colby-Sawyer | ||||
| College and is a Member of the Board of Hypertherm | ||||
| Inc. (industrial cutting systems, software, and | ||||
| consumables). | ||||
| 2 Guardian Life provides group insurance and administrative services for employee benefits such as group life, dental, vision, and disability | ||||
| coverage to two advisors, each of which manages one or more of the Vanguard funds. Amounts paid by these advisors to Guardian Life for such | ||||
| insurance and services were less than 0.006% of Guardian Lifes premium revenues in each of 2015 and 2016. Park Avenue Securities (PAS) is | ||||
| an indirect, wholly owned subsidiary of Guardian Life and a dually registered broker-dealer and investment advisor. From time to time, PAS | ||||
| receives payments related to the sale of certain non-Vanguard mutual funds advised by firms that also advise certain Vanguard funds. In 2016, | ||||
| these payments amounted to less than 0.15% of PAS revenues and PAS earnings comprised less than 1% of Guardian Lifes pre-tax earnings. | ||||
| Deanna Mulligan is not an officer or director of PAS. | ||||
| Executive Officers | ||||
| Glenn Booraem | Investment | February 2001 | Mr. Booraem, a Principal of Vanguard, has served as | 201 |
| (1967) | Stewardship | Investment Stewardship Officer of each of the | ||
| Officer | investment companies served by Vanguard since | |||
| February 2017. Mr. Booraem served as Treasurer | ||||
| (20152017), Controller (20102015), and Assistant | ||||
| Controller (20012010) of each of the investment | ||||
| companies served by Vanguard. | ||||
| Christine M. Buchanan | Treasurer | November 2017 | Ms. Buchanan, a Principal of Vanguard, has served as | 201 |
| (1970) | Treasurer of each of the investment companies served | |||
| by Vanguard since November 2017. Ms. Buchanan | ||||
| served as a Partner at KPMG LLP (20052017). She also | ||||
| serves as Global Head of Fund Administration at | ||||
| Vanguard. | ||||
| Thomas J. Higgins | Chief Financial | July 1998 | Mr. Higgins, a Principal of Vanguard, has served as Chief | 201 |
| (1957) | Officer | Financial Officer of each of the investment companies | ||
| served by Vanguard since 2008. Mr. Higgins served as | ||||
| Treasurer of each of the investment companies served | ||||
| by Vanguard (19982008). | ||||
| Peter Mahoney | Controller | May 2015 | Mr. Mahoney, a Principal of Vanguard, has served as | 201 |
| (1974) | Controller of each of the investment companies served | |||
| by Vanguard since May 2015. Mr. Mahoney served as | ||||
| head of International Fund Services at Vanguard (2008 | ||||
| 2014). | ||||
B-39
| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Anne E. Robinson | Secretary | September 2016 | Ms. Robinson has served as General Counsel of | 201 |
| (1970) | Vanguard since September 2016; Secretary of | |||
| Vanguard and of each of the investment companies | ||||
| served by Vanguard since September 2016; Director | ||||
| and Senior Vice President of Vanguard Marketing | ||||
| Corporation since September 2016; and a Managing | ||||
| Director of Vanguard since August 2016. Ms. Robinson | ||||
| served as Managing Director and General Counsel of | ||||
| Global Cards and Consumer Services at Citigroup | ||||
| (20142016). She also served as counsel at American | ||||
| Express (20032014). | ||||
| Michael Rollings | Finance Director | February 2017 | Mr. Rollings, a Managing Director of Vanguard since | 201 |
| (1963) | June 2016, has served as Finance Director of each of | |||
| the investment companies served by Vanguard since | ||||
| November 2017 and as a Director of Vanguard | ||||
| Marketing Corporation since June 2016. Mr. Rollings | ||||
| served as Treasurer of each of the investment | ||||
| companies served by Vanguard from February 2017 to | ||||
| November 2017. He served as the Executive Vice | ||||
| President and Chief Financial Officer of MassMutual | ||||
| Financial Group (20062016). | ||||
All but two of the trustees are independent. The independent trustees designate a lead independent trustee and appoint the chairman of the board. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the interested trustees.
Board Committees: The Trusts board has the following committees:
n Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Ms. Heisen, Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Funds fiscal year ended September 30, 2017.
n Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held two meetings during the Funds fiscal year ended September 30, 2017.
n Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the boards consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Funds fiscal year ended September 30, 2017.
n Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held four meetings during the Funds fiscal year ended September 30, 2017.
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.
B-40
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees compensation. The funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.
Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
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 trustees separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees former retirement plan. Each eligible trustees separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.
Interested Trustees. Mr. McNabb and Mr. Buckley serve as trustees, but are not paid in this capacity. They are, however, paid in their roles as officers of Vanguard.
Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
| VANGUARD MALVERN FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Pension or Retirement | Accrued Annual | Total Compensation | ||
| Aggregate | Benefits Accrued | Retirement | From All Vanguard | |
| Compensation | as Part of the | Benefit at | Funds Paid | |
| Trustee | From the Funds1 | Funds Expenses1 | January 1, 20182 | to Trustees3 |
| F. William McNabb III | | | | |
| Mortimer J. Buckley4 | | | | |
| Emerson U. Fullwood | $3,520 | | | $244,000 |
| Rajiv L. Gupta5 | 3,787 | | | 262,500 |
| Amy Gutmann | 3,520 | | | 244,000 |
| JoAnn Heffernan Heisen | 3,808 | $46 | $8,073 | 264,000 |
| F. Joseph Loughrey | 3,808 | | | 264,000 |
| Mark Loughridge | 4,272 | | | 296,000 |
| Scott C. Malpass | 3,520 | | | 237,030 |
| Deanna Mulligan4 | | | | |
| André F. Perold | 3,808 | | | 244,000 |
| Sarah Bloom Raskin4 | | | | |
| Peter F. Volanakis | 3,808 | | | 264,000 |
| 1 The amounts shown in this column are based on the Trusts fiscal year ended September 30, 2017. 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 trustees | ||||
| retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after | ||||
| January 1, 2001, are not eligible to participate in the retirement benefit plan. | ||||
| 3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 201 Vanguard | ||||
| funds for the 2017 calendar year. | ||||
| 4 Mr. Buckley, Ms. Mulligan, and Ms. Raskin became members of the Funds board effective January 1, 2018. | ||||
| 5 Mr. Gupta retired from the Funds board effective December 31, 2017. | ||||
B-41
Ownership of Fund Shares
All current trustees (including Mr. Buckley, Ms. Mulligan, and Ms. Raskin, who began service as trustees effective January 1, 2018) allocate their investments among the various Vanguard funds based on their own investment needs. The following table shows each trustees ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2017.
| Dollar Range | Aggregate Dollar Range of | ||
| of Fund Shares | Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Capital Value Fund | Mortimer J. Buckley | Over $100,000 | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | $10,001$50,000 | Over $100,000 | |
| U.S. Value Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
| Short-Term Inflation-Protected Securities | |||
| Index Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
B-42
| Dollar Range | Aggregate Dollar Range of | ||
| of Fund Shares | Vanguard Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Institutional Short-Term Bond Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
| Institutional Intermediate-Term Bond Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
| Core Bond Fund | Mortimer J. Buckley | Over $100,000 | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | Over $100,000 | Over $100,000 | |
| Emerging Markets Bond Fund | Mortimer J. Buckley | | Over $100,000 |
| Emerson U. Fullwood | | Over $100,000 | |
| Amy Gutmann | | Over $100,000 | |
| JoAnn Heffernan Heisen | | Over $100,000 | |
| F. Joseph Loughrey | | Over $100,000 | |
| Mark Loughridge | | Over $100,000 | |
| Scott C. Malpass | | Over $100,000 | |
| F. William McNabb III | | Over $100,000 | |
| Deanna Mulligan | | Over $100,000 | |
| André F. Perold | | Over $100,000 | |
| Sarah Bloom Raskin | | Over $100,000 | |
| Peter F. Volanakis | | Over $100,000 | |
B-43
As of December 31, 2017, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each fund’s outstanding shares.
As of December 31, 2017, the following owned of record 5% or more of the outstanding shares of each class (other than ETF Shares):
Vanguard Capital Value Fund—Investor Shares: Diversified Equity Fund 623559, Valley Forge, PA (8.63%); Vanguard U.S. Value Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (6.00%); Vanguard Short-Term Inflation-Protected Securities Index Fund—Investor Shares: Vanguard Target Retirement Income Fund, Valley Forge, PA (45.16%), Vanguard Target Retirement 2015 Fund, Valley Forge, PA (31.33%), Vanguard Target Retirement 2020 Fund, Valley Forge, PA (21.84%); Vanguard Short-Term Inflation-Protected Securities Index Fund—Admiral Shares: Vanguard Target Retirement Income Fund, Valley Forge, PA (16.63%), Vanguard Target Retirement 2015 Fund, Valley Forge, PA (16.46%), Vanguard Target Retirement 2020 Fund, Valley Forge, PA (14.81%), Charles Schwab & Co., Inc., San Francisco, CA (10.48%), National Financial Services LLC, Jersey City, NJ (9.05%); Vanguard Short-Term Inflation-Protected Securities Index Fund—Institutional Shares: Vanguard Target Retirement Income Fund, Valley Forge, PA (21.52%), Vanguard Target Retirement 2020 Fund, Valley Forge, PA (17.41%), Vanguard Target Retirement 2015 Fund, Valley Forge, PA (17.26%); Vanguard Institutional Short-Term Bond Fund—Institutional Plus Shares: Vanguard Fiduciary Trust Company, Contract #MDA01107, Valley Forge, PA (16.35%), Vanguard Fiduciary Trust Company, Contract #MGT9615A, Valley Forge, PA (11.72%), Vanguard Fiduciary Trust Company, Contract #SSB102023, Valley Forge, PA (10.69%), Vanguard Fiduciary Trust Company, Contract #PRU62313, Valley Forge, PA (7.95%), Vanguard Fiduciary Trust Company, Contract #14768, Valley Forge, PA (7.64%), Vanguard Fiduciary Trust Company, Contract #1642894, Valley Forge, PA (7.60%), Vanguard Fiduciary Trust Company, Contract #NWLRST, Valley Forge, PA (6.60%); Vanguard Institutional Intermediate-Term Bond Fund—Institutional Plus Shares: Vanguard Fiduciary Trust Company, Contract #PRU62313, Valley Forge, PA (14.69%), Vanguard Fiduciary Trust Company, Contract #SSB102023, Valley Forge, PA (12.71%), Vanguard Fiduciary Trust Company, Contract #MDA01107, Valley Forge, PA (10.34%), Vanguard Fiduciary Trust Company, Contract #MGT9615A, Valley Forge, PA (9.69%), Vanguard Fiduciary Trust Company, Contract #14768, Valley Forge, PA (7.57%), Vanguard Fiduciary Trust Company, Contract #1642894, Valley Forge, PA (6.74%), Vanguard Fiduciary Trust Company, Contract #NWLRST, Valley Forge, PA (5.46%); Vanguard Core Bond Fund—Investor Shares: National Financial Services LLC, Jersey City, NJ (6.95%), Charles Schwab & Co., Inc., San Francisco, CA (10.33%); Vanguard Core Bond Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (27.74%); Vanguard Emerging Markets Bond Fund—Investor Shares: Goliath Inc., Wilmington, DE (90.78%), Vanguard Emerging Markets Bond Fund—Admiral Shares: George Finn, Locust Valley, NY (5.48%).
Although the Funds do not have information concerning the beneficial ownership of shares held in the names of Depository Trust Company (DTC) participants, as of December 31, 2017, the name and percentage ownership of each DTC participant that owned of record 5% or more of the outstanding ETF Shares of a Fund were as follows:
Vanguard Short-Term Inflation-Protected Securities Index Fund—ETF Shares: Charles Schwab & Co., Inc. (17.51%), JP Morgan Chase Bank NA (11.53%), National Financial Services LLC (9.12%), The Bank of New York Mellon (6.74%), TD Ameritrade Clearing, Inc. (6.71%).
Portfolio Holdings Disclosure Policies and Procedures
Introduction
Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.
B-44
The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term portfolio holdings means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.
Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the funds ten largest stock portfolio holdings and the aggregate percentage of the funds total assets (and, for balanced funds, the aggregate percentage of the funds equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.
Online Disclosure of Complete Portfolio Holdings
Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 30 calendar days after the end of the calendar quarter. Each Vanguard fund relying on exemptive relief from the Securities and Exchange Commission (SEC) permitting the operation of actively-managed ETFs generally will seek to disclose complete portfolio holdings, including other investment positions, at the beginning of each business day. These portfolio holdings, including other investment positions, will be disclosed online at vanguard.com in the Portfolio section of the funds Portfolio & Management Page. 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. Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund generally will seek to make available their complete portfolio holdings upon request 30 calendar days after the end of the month. 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
B-45
any portion of the funds complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds investment advisor.
Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.
The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc. In addition, Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund will disclose complete portfolio holdings to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: American General Life Insurance Company; Bank of Tokyo Mitsubishi UFJ, Ltd.; JPMorgan Chase Bank, N.A.; Prudential Insurance Company of America; Transamerica Premier Life Insurance Company; United of Omaha Life Insurance Company; and Nationwide Life Insurance Company.
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
B-46
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 fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealers legal obligation not to use or disclose material nonpublic information concerning the funds portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the funds portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the funds portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguards Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
B-47
Disclosure of Portfolio Holdings, Including Other Investment Positions, in Accordance with SEC Exemptive Orders
Vanguards Fund Financial Services unit may disclose to the National Securities Clearing Corporation (NSCC), Authorized Participants, and other market makers the daily portfolio composition files (PCFs) that identify a basket of specified securities that may overlap with the actual or expected portfolio holdings of the Vanguard funds that offer a class of shares known as Vanguard ETF Shares (ETF Funds). Each Vanguard fund relying on exemptive relief from the SEC permitting the operation of actively-managed ETFs generally will seek to disclose complete portfolio holdings, including other investment positions, at the beginning of each business day. These portfolio holdings, including other investment positions, will be disclosed online at vanguard.com in the Portfolio section of the funds Portfolio & Management page. The disclosure of PCFs and portfolio holdings, including other investment positions, will be in accordance with the terms and conditions of related exemptive orders (Vanguard ETF Exemptive Orders) issued by the SEC, as described in this section.
Unlike the conventional classes of shares issued by ETF Funds, the ETF Shares are listed for trading on a national securities exchange. Each ETF Fund issues and redeems ETF Shares in large blocks, known as Creation Units. To purchase or redeem a Creation Unit, an investor must be an Authorized Participant or the investor must purchase or redeem through a broker-dealer that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that has executed a Participant Agreement with Vanguard Marketing Corporation. Each ETF Fund issues Creation Units in exchange for a portfolio deposit consisting of a basket of specified securities (Deposit Securities) and a cash payment (Balancing Amount). Each ETF Fund also redeems Creation Units in kind; an investor who tenders a Creation Unit will receive, as redemption proceeds, a basket of specified securities together with a Balancing Amount.
In connection with the creation and redemption process, and in accordance with the terms and conditions of the Vanguard ETF Exemptive Orders, Vanguard makes available to the NSCC (a clearing agency registered with the SEC and affiliated with the DTC), for dissemination to NSCC participants on each business day prior to the opening of trading on the listing exchange, a PCF containing a list of the names and the required number of shares of each Deposit Security for each ETF Fund. In addition, the listing exchange disseminates (1) continuously throughout the trading day, through the facilities of the Consolidated Tape Association, the market value of an ETF Share; and (2) every 15 seconds throughout the trading day, a calculation of the estimated NAV of an ETF Share (expected to be accurate to within a few basis points). Comparing these two figures allows an investor to determine whether, and to what extent, ETF Shares are selling at a premium or at a discount to NAV. ETF Shares are listed on the exchange and traded on the secondary market in the same manner as other equity securities. The price of ETF Shares trading on the secondary market is based on a current bid/offer market.
In addition to making PCFs available to the NSCC, as previously described, Vanguards Fund Financial Services unit may disclose the PCF for any ETF Fund to any person, or online at vanguard.com to all categories of persons, if (1) such disclosure serves a legitimate business purpose and (2) such disclosure does not constitute material nonpublic information. Vanguards Fund Financial Services unit must make a good faith determination whether the PCF for any ETF Fund constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases the PCF for any ETF Fund would be immaterial and would not convey any advantage to the recipient in making an investment decision concerning the ETF Fund, if sufficient time has passed between the date of the PCF and the date on which the PCF is disclosed. Vanguards Fund Financial Services unit may, at its sole discretion, determine whether to deny any request for the PCF for any ETF Fund made by any person, and may do so for any reason or for no reason. Disclosure of a PCF must be authorized by a Vanguard fund officer or a Principal in Vanguards Fund Financial Services unit.
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
B-48
determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division.
Disclosure of Portfolio Holdings as Required by Applicable Law
Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com, in writing, by fax, by e-mail, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguards management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY AND OTHER SERVICES
The Trust currently uses two investment advisors:
n Wellington Management Company LLP (Wellington Management) provides investment advisory services to Vanguard Capital Value Fund.
n Vanguard provides investment advisory services to Vanguard U.S. Value Fund, Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, Vanguard Core Bond Fund, and Vanguard Emerging Markets Bond Fund.
For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arms length basis with the advisory firm. Each advisory agreement is reviewed annually by each funds board of trustees, taking into account numerous factors, which include, without limitation, the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to the 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. The firms compensation
B-49
structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the fiscal year ended September 30, 2017.
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. 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.
I. Vanguard Capital Value Fund
Wellington Management Company LLP (Wellington Management), is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA 02210. As of September 30, 2017, the firm is owned by 158 partners, all fully active in the firm. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.
The Fund pays the advisor a base fee plus or minus a performance adjustment. The base fee, which is paid quarterly, is a percentage of average daily net assets under management 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 the Fund relative to that of the Dow Jones U.S. Total Stock Market Float Adjusted Index over the preceding 36-month period.
For the fiscal years ended September 30, 2015, 2016, and 2017, the Fund incurred investment advisory fees of approximately $2,996,000 (before a performance-based increase of $910,000), $2,203,000 (before a performance-based decrease of $1,956,000), and $2,091,000 (before a performance-based decrease of $1,764,000), respectively.
1. Other Accounts Managed
David W. Palmer manages Vanguard Capital Value Fund; as of September 30, 2017, the Fund held assets of $903 million. As of September 30, 2017, Mr. Palmer also managed 7 other registered investment companies with total assets of $2.5 billion, 3 other pooled investment vehicles with total assets of $157 million, and 1 other account with total assets of $797 million (advisory fees based on account performance for 1 of these accounts with total assets of $11.4 million).
2. Material Conflicts of Interest
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Funds managers listed in the prospectus, who are primarily responsible for the day-to-day management of the Fund (Portfolio Managers), 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 Managers make investment decisions for each account, including the Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers 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 Fund 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 professionals 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 Fund, or make
B-50
investment decisions that are similar to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the Fund and one or more other accounts at or about the same time. In those instances, the other accounts will have access to their respective holdings prior to the public disclosure of the Funds 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 Fund. Mr. Palmer also manages accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Managers may hold shares or investments in the pooled investment vehicles and/or other accounts previously identified.
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, the 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 in the Fund as set forth in the Investment Advisory Agreement between Wellington Management and the Trust on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fee earned with respect to the Fund. The following information relates to the fiscal year ended September 30, 2017.
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 named Portfolio Manager, who is primarily responsible for the day-to-day management of the Fund, includes a base salary and incentive components. The base salary for each Portfolio Manager who is a partner (a Partner) of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. The Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund and generally each other account managed by the Portfolio Manager. The Portfolio Managers incentive payment relating to the Fund is linked to the net pre-tax performance of the portion of the Fund managed by the Portfolio Manager compared to the Dow Jones U.S. Total Stock Market Float Adjusted Index over one-, three-, and five-year periods, with an emphasis on five-year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professionals overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his 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. Mr. Palmer is a Partner.
B-51
4. Ownership of Securities
As of September 30, 2017, Mr. Palmer owned shares of Vanguard Capital Value Fund within the $500,001$1,000,000 range.
II. Vanguard U.S. Value Fund, Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, Vanguard Core Bond Fund, and Vanguard Emerging Markets Bond Fund
Vanguard, through its Quantitative Equity Group, provides investment advisory services on an at-cost basis to Vanguard U.S. Value Fund. Vanguard, through its Fixed Income Group, provides investment advisory services on an at-cost basis to Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, Vanguard Core Bond Fund, and Vanguard Emerging Markets Bond Fund. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing these services.
During the fiscal years ended September 30, 2015, 2016, and 2017, the Funds incurred the following approximate advisory expenses:
| Vanguard Fund | 2015 | 2016 | 2017 |
| U.S. Value Fund | $614,000 | $722,000 | $1,034,000 |
| Short-Term Inflation-Protected Securities Index Fund | 283,000 | 391,000 | 633,000 |
| Institutional Short-Term Bond Fund2 | 40,000 | 275,000 | 272,000 |
| Institutional Intermediate-Term Bond Fund2 | 31,000 | 231,000 | 408,000 |
| Core Bond Fund3 | | 31,000 | 95,000 |
| Emerging Markets Bond Fund1,3 | | | |
| 1 During the fiscal years ended September 30, 2016 and 2017, Vanguard Emerging Markets Bond Fund did not incur any expenses for investment advisory | |||
| services. | |||
| 2 The inception date for Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund was June 19, 2015. | |||
| 3 The inception date for Vanguard Core Bond Fund and Vanguard Emerging Markets Bond Fund was March 10, 2016. | |||
1. Other Accounts Managed
James P. Stetler and Binbin Guo co-manage Vanguard U.S. Value Fund; as of September 30, 2017, the Fund held assets of $1.7 billion. As of September 30, 2017, Mr. Stetler and Mr. Guo also co-managed 11 other registered investment companies with total assets of $129 billion (none of which had advisory fees based on account performance). As of September 30, 2017, Mr. Guo also managed 1 other pooled investment vehicle with total assets of $227 million (advisory fee not based on account performance).
Joshua C. Barrickman manages Vanguard Short-Term Inflation-Protected Securities Index Fund; as of September 30, 2017, the Fund held assets of $21.8 billion. As of September 30, 2017, Mr. Barrickman also managed 11 other registered investment companies with total assets of $615.5 billion (none of which had advisory fees based on account performance).
Gemma Wright-Casparius co-manages Vanguard Institutional Intermediate-Term Bond Fund and Vanguard Core Bond Fund; as of September 30, 2017, the Funds collectively held assets of $15 billion. As of September 30, 2017, Ms. Wright-Casparius also managed 4 other registered investment companies with total assets of $45 billion (advisory fees not based on account performance).
Gregory S. Nassour co-manages Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, and Vanguard Core Bond Fund; as of September 30, 2017, the Funds collectively held assets of $22.2 billion. As of September 30, 2017, Mr. Nassour also managed 3 other registered investment companies with total assets of $93.8 billion, co-managed 2 other registered investment companies with total assets of $116 billion, and co-managed 1 other pooled investment vehicle with total assets of $7.2 billion (none of which had advisory fees based on account performance).
Brian W. Quigley co-manages Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, and Vanguard Core Bond Fund; as of September 30, 2017, the Funds collectively held assets of $22.2 billion.
B-52
As of September 30, 2017, Mr. Quigley managed 1 other registered investment company with total assets of $5.4 billion (advisory fee not based on account performance).
Daniel Shaykevich manages Vanguard Emerging Markets Bond Fund; as of September 30, 2017, the Fund held assets of $12.1 million.
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, and offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of September 30, 2017, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the positions compensation occurs.
A portfolio managers bonus is determined by a number of factors. One factor is gross, pre-tax performance of a fund relative to expectations for how the fund should have performed, given the funds investment objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the amount of assets held in the funds portfolio. For Vanguard U.S. Value Fund, the performance factor depends on how closely the portfolio manager tracks these expectations and maintains the risk parameters of the Fund over a three-year period. For Vanguard Short-Term Inflation-Protected Securities Index Fund, the performance factor depends on how closely the portfolio manager tracks the Funds benchmark index over a one-year period. For Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, Vanguard Core Bond Fund, and Vanguard Emerging Markets Bond Fund, the performance factor depends on how successfully the portfolio managers outperform these expectations and maintain the risk parameters of a 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.
B-53
4. Ownership of Securities
Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of September 30, 2017, Vanguard employees collectively invested more than $6 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.
As of September 30, 2017, the named portfolio managers did not own any shares of the Funds they managed.
Duration and Termination of Investment Advisory Agreements
The current investment advisory agreement with Wellington Management is renewable for successive one-year periods, only if (1) the renewal is specifically approved by a vote of the Fund’s board of trustees, including the affirmative votes of a majority of the trustees who are not parties to the contract or “interested persons” (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval, or (2) the renewal is specifically approved by a vote of a majority of the Fund’s outstanding voting securities. An agreement is automatically terminated if assigned, and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund upon thirty (30) days’ written notice to the advisor, (2) by a vote of a majority of the Fund’s outstanding voting securities upon 30 days’ written notice to the advisor, or (3) by the advisor upon ninety (90) days’ written notice to the Fund.
Vanguard provides at-cost investment advisory services to Vanguard U.S. Value Fund, Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, Vanguard Core Bond Fund, and Vanguard Emerging Markets Bond Fund pursuant to the terms of the Fifth Amended and Restated Funds’ Service Agreement. This agreement will continue in full force and effect until terminated or amended by mutual agreement of the Vanguard funds and Vanguard.
Securities Lending
The following table describes the securities lending activities of each Fund during the fiscal year ended September 30, 2017:
| Vanguard Fund | Securities Lending Activities |
| U.S. Value Fund | |
| Gross income from securities lending activities | $752,333 |
| 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 | $1,183 |
| Administrative fees not included in revenue split | $12,561 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $13,851 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $27,595 |
| Net income from securities lending activities | $724,738 |
| Capital Value Fund | |
| Gross income from securities lending activities | $523,403 |
| 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 | $448 |
| Administrative fees not included in revenue split | $9,274 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $6,245 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $15,967 |
| Net income from securities lending activities | $507,436 |
B-54
| Vanguard Fund | Securities Lending Activities |
| Short-Term Inflation-Protected Securities Index Fund | |
| Gross income from securities lending activities | — |
| Fees paid to securities lending agent from a revenue split | — |
| 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 | — |
| Administrative fees not included in revenue split | — |
| Indemnification fee not included in revenue split | — |
| Rebate (paid to borrower) | — |
| Other fees not included in revenue split (specify) | — |
| Aggregate fees/compensation for securities lending activities | — |
| Net income from securities lending activities | — |
| Institutional Short-Term Bond Fund | |
| Gross income from securities lending activities | — |
| Fees paid to securities lending agent from a revenue split | — |
| 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 | — |
| Administrative fees not included in revenue split | — |
| Indemnification fee not included in revenue split | — |
| Rebate (paid to borrower) | — |
| Other fees not included in revenue split (specify) | — |
| Aggregate fees/compensation for securities lending activities | — |
| Net income from securities lending activities | — |
| Institutional Intermediate-Term Bond Fund | |
| Gross income from securities lending activities | — |
| Fees paid to securities lending agent from a revenue split | — |
| 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 | — |
| Administrative fees not included in revenue split | — |
| Indemnification fee not included in revenue split | — |
| Rebate (paid to borrower) | — |
| Other fees not included in revenue split (specify) | — |
| Aggregate fees/compensation for securities lending activities | — |
| Net income from securities lending activities | — |
| Emerging Markets Bond Fund | |
| Gross income from securities lending activities | — |
| Fees paid to securities lending agent from a revenue split | — |
| 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 | — |
| Administrative fees not included in revenue split | — |
| Indemnification fee not included in revenue split | — |
| Rebate (paid to borrower) | — |
| Other fees not included in revenue split (specify) | — |
| Aggregate fees/compensation for securities lending activities | — |
| Net income from securities lending activities | — |
B-55
| Vanguard Fund | Securities Lending Activities |
| Core Bond Fund | |
| Gross income from securities lending activities | — |
| Fees paid to securities lending agent from a revenue split | — |
| 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 | — |
| Administrative fees not included in revenue split | — |
| Indemnification fee not included in revenue split | — |
| Rebate (paid to borrower) | — |
| Other fees not included in revenue split (specify) | — |
| Aggregate fees/compensation for securities lending activities | — |
| Net income from securities lending activities | — |
The services provided by Brown Brothers Harriman & Co. and Vanguard, each acting separately as securities lending agents for certain Vanguard funds, include coordinating the selection of securities to be loaned to approved borrowers; negotiating the terms of the loan; monitoring the value of the securities loaned and corresponding collateral, marking to market daily; coordinating the investment of cash collateral in the funds’ approved cash collateral reinvestment vehicle; monitoring dividends and coordinating material proxy votes relating to loaned securities; and transferring, recalling, and arranging the return of loaned securities to the funds upon termination of the loan.
PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of a Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide “best execution.” Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-dealer’s services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealer’s execution capability, clearance and settlement services, commission rate, trading expertise, willingness and ability to commit capital, ability to provide anonymity, financial responsibility, reputation and integrity, responsiveness, access to underwritten offerings and secondary markets, and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.
The types of securities in which Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, and Vanguard Institutional Intermediate-Term Bond Fund invest are generally purchased and sold through principal transactions, meaning that the Fund normally purchases bonds directly from the issuer, or a primary market-maker acting as principal for the bonds, on a net basis. Explicit brokerage commissions are not paid on these transactions, although purchases of new issues from underwriters of bonds typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include
B-56
a dealers mark-up (i.e., a spread between the bid and the asked prices). Brokerage commissions are paid, however, in connection with opening and closing futures positions.
As previously explained, the types of securities that Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, and Vanguard Institutional Intermediate-Term Bond Fund purchase do not normally involve the payment of explicit brokerage commissions. If any such brokerage commissions are paid, however, the advisor will evaluate their reasonableness by considering (1) historical commission rates; (2) rates that other institutional investors are paying, based upon publicly available information; (3) rates quoted by brokers and dealers; (4) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (5) the complexity of a particular transaction in terms of both execution and settlement; (6) the level and type of business done with a particular firm over a period of time; and (7) the extent to which the broker or dealer has capital at risk in the transaction.
During the fiscal years ended September 30, 2015, 2016, and 2017, the Funds paid the following approximate amounts in brokerage commissions:
| Vanguard Fund | 2015 | 2016 | 2017 |
| Capital Value Fund1 | $1,424,000 | $3,476,000 | $579,000 |
| U.S. Value Fund2 | 100,000 | 75,000 | 172,000 |
| Short-Term Inflation-Protected Securities Index Fund | 50,000 | 49,000 | 63,000 |
| Institutional Short-Term Bond Fund3 | | 263,000 | 293,000 |
| Institutional Intermediate-Term Bond Fund3,4 | | 302,000 | 547,000 |
| Core Bond Fund4,5 | | 23,000 | 57,000 |
| Emerging Markets Bond Fund5 | | Less than 1,000 | Less than 1,000 |
| 1 The Fund changed investment advisors during 2016, replacing a higher-turnover advisor with a lower-turnover advisor. This change resulted in lower brokerage commissions | |||
| for the fiscal year ended September 30, 2017. | |||
| 2 Portfolio turnover and cash flow into the Fund, which impact the frequency of the Funds portfolio transactions, were factors during the Funds recent fiscal year ended | |||
| September 30, 2017, and resulted in higher brokerage commissions. | |||
| 3 The inception date for Vanguard Institutional Short-Term Bond Fund and Vanguard Institutional Intermediate-Term Bond Fund was June 19, 2015. | |||
| 4 The increase in brokerage commissions for the fiscal year ended September 30, 2017, was due to an increase in the volume of futures trades. | |||
| 5 The inception date for Vanguard Core Bond Fund and Vanguard Emerging Markets Bond Fund was March 10, 2016. | |||
Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisors. If such securities are compatible with the investment policies of a Fund and one or more of an advisors other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.
B-57
As of September 30, 2017, each Fund held securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
| Vanguard Fund | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
| Capital Value Fund | Citigroup Global Markets Inc. | $35,192,000 |
| U.S. Value Fund | J.P. Morgan Securities Inc. | 51,655,000 |
| Morgan Stanley | 17,158,000 | |
| Short-Term Inflation-Protected Securities Index Fund | | |
| Institutional Short-Term Bond Fund | Barclays Capital Inc. | 6,660,000 |
| Citigroup Global Markets Inc. | 15,450,000 | |
| Goldman, Sachs & Co. | 132,652,000 | |
| J.P. Morgan Securities Inc. | 137,926,000 | |
| Morgan Stanley | 108,815,000 | |
| TD Securities | 38,212,000 | |
| Wells Fargo Securities, LLC | 71,027,000 | |
| Institutional Intermediate-Term Bond Fund | BNP Paribas Securities Corp. | 9,003,000 |
| Citigroup Global Markets Inc. | 29,334,000 | |
| Goldman, Sachs & Co. | 140,445,000 | |
| J.P. Morgan Securities Inc. | 275,582,000 | |
| Morgan Stanley | 147,112,000 | |
| RBC Capital Markets | | |
| Wells Fargo Securities, LLC | 154,218,000 | |
| Core Bond Fund | Barclays Capital Inc. | |
| Citigroup Global Markets Inc. | 5,667,000 | |
| Goldman, Sachs & Co. | 8,049,000 | |
| J.P. Morgan Securities Inc. | 11,508,000 | |
| Mizuho Securities USA Inc. | | |
| Morgan Stanley | 8,746,000 | |
| RBC Capital Markets | 150,000 | |
| Wells Fargo Securities, LLC | 5,289,000 | |
| Emerging Markets Bond Fund | | |
PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a 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.
B-58
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.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
I. The Board of Directors
A. Election of directors
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
Although the funds will generally support the boards nominees, the following factors will be taken into account in determining each funds vote:
| Factors For Approval | 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.
B-59
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.
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-60
B. Bonus plans
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the IRC, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the companys performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives incentives for continued employment should be more significant than severance benefits, there are instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
A. Shareholder rights plans (poison pills)
A companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest
without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
B-61
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.
D. Supermajority vote requirements
The funds support shareholders ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Corporate and Social Policy Issues
We vote case by case on all environmental and social proposals. We evaluate these resolutions 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. We evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosure and business practices, and any progress by the company toward the adoption of best practices and/or industry norms.
B-62
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company that has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
A companys governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the companys shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the companys specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a banks outstanding voting shares without seeking prior regulatory approval, provided the funds shares in excess of 10% are mirror voted or not voted at all.
These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. Investment Stewardship
The Board has delegated the day-to-day operation of the funds proxy voting process to the Investment Stewardship team (Investment Stewardship), which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when Investment Stewardship will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
B-63
Investment Stewardship performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. Investment Stewardship also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Investment Stewardship Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with Investment Stewardship to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguards website at vanguard.com.
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at vanguard.com or the SECs website at www.sec.gov.
INFORMATION ABOUT THE ETF SHARE CLASS
Vanguard Short-Term Inflation-Protected Securities Index Fund (the ETF Fund) offers and issues an exchange-traded class of shares called ETF Shares. The ETF Fund issues and redeems ETF Shares in large blocks, known as Creation Units. For the Fund, the number of ETF Shares in a Creation Unit is 25,000.
To purchase or redeem a Creation Unit, you must be an Authorized Participant or you must transact through a broker that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that has executed a Participant Agreement with Vanguard Marketing Corporation, the Funds Distributor (the Distributor). For a current list of Authorized Participants, contact the Distributor.
Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. As with any stock traded on an exchange through a broker, purchases and sales of ETF Shares will be subject to usual and customary brokerage commissions.
The ETF Fund issues Creation Units in kind in exchange for a basket of securities that are part ofor soon to be part ofits target index (Deposit Securities). The ETF Fund also redeems Creation Units in kind; an investor who tenders a Creation Unit will receive, as redemption proceeds, a basket of securities that are part of the Funds portfolio holdings (Redemption Securities). As part of any creation or redemption transaction, the investor will either pay or receive some cash in addition to the securities, as described more fully on the following pages. The ETF Fund reserves the right to issue Creation Units for cash, rather than in kind.
Exchange Listing and Trading
The ETF Shares have been approved for listing on a national securities exchange and will trade on the exchange at market prices that may differ from net asset value (NAV). There can be no assurance that, in the future, ETF Shares will continue to meet all of the exchanges listing requirements. The exchange will institute procedures to delist a Funds ETF Shares if the Funds ETF Shares do not continously comply with the exchanges listing rules. The exchange will also delist the Funds ETF Shares upon termination of the ETF Share class.
B-64
The exchange disseminates, through the facilities of the Consolidated Tape Association, an updated indicative optimized portfolio value (IOPV) for the ETF Fund as calculated by an information provider. The ETF Fund is not involved with or responsible for the calculation or dissemination of the IOPVs, and it makes no warranty as to the accuracy of the IOPVs. An IOPV for the Funds ETF Shares is disseminated every 15 seconds during regular exchange trading hours. An IOPV has a securities value component and a cash component. The securities values included in an IOPV are based on the real-time market prices of the Deposit Securities for the Funds ETF Shares. The IOPV is designed as an estimate of the ETF Funds NAV at a particular point in time, but it is only an estimate and should not be viewed as the actual NAV, which is calculated once each day.
Book Entry Only System
ETF Shares issued by the Fund are registered in the name of the DTC or its nominee, Cede & Co., and are deposited with, or on behalf of, the DTC. The DTC is a limited-purpose trust company that was created to hold securities of its participants (DTC Participants) and to facilitate the clearance and settlement of transactions among them through electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. The DTC is a subsidiary of the Depository Trust and Clearing Corporation (DTCC), which is owned by certain participants of the DTCCs subsidiaries, including the DTC. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (Indirect Participants).
Beneficial ownership of ETF Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in ETF Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) is shown on, and the transfer of ownership is effected only through, records maintained by the DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from, or through, the DTC Participant a written confirmation relating to their purchase of ETF Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities. Such laws may impair the ability of certain investors to acquire beneficial interests in ETF Shares.
The ETF Fund recognizes the DTC or its nominee as the record owner of all ETF Shares for all purposes. Beneficial Owners of ETF Shares are not entitled to have ETF Shares registered in their names and will not receive or be entitled to physical delivery of share certificates. Each Beneficial Owner must rely on the procedures of the DTC and any DTC Participant and/or Indirect Participant through which such Beneficial Owner holds its interests to exercise any rights of a holder of ETF Shares.
Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as follows. The DTC will make available to the ETF Fund, upon request and for a fee, a listing of the ETF Shares of the Fund held by each DTC Participant. The ETF Fund shall obtain from each DTC Participant the number of Beneficial Owners holding ETF Shares, directly or indirectly, through the DTC Participant. The ETF Fund shall provide each DTC Participant with copies of such notice, statement, or other communication, in form, in number, and at such place as the DTC Participant may reasonably request, in order that these communications may be transmitted by the DTC Participant, directly or indirectly, to the Beneficial Owners. In addition, the ETF Fund shall pay to each DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, subject to applicable statutory and regulatory requirements.
Share distributions shall be made to the DTC or its nominee as the registered holder of all ETF Shares. The DTC or its nominee, upon receipt of any such distributions, shall immediately credit the DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in ETF Shares of the Fund as shown on the records of the DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of ETF Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a street name, and will be the responsibility of such DTC Participants.
The ETF Fund has no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners; for payments made on account of beneficial ownership interests in such ETF Shares; for maintenance, supervision, or review of any records relating to such beneficial ownership interests; or for any other aspect of the relationship between
B-65
the DTC and DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
The DTC may determine to discontinue providing its service with respect to ETF Shares at any time by giving reasonable notice to the ETF Fund and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the ETF Fund shall take action either to find a replacement for the DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of ETF Shares, unless the ETF Fund makes other arrangements with respect thereto satisfactory to the exchange.
Purchase and Issuance of ETF Shares in Creation Units
The ETF Fund issues and sells ETF Shares only in Creation Units on a continuous basis through the Distributor, without a sales load, at its NAV next determined after receipt of an order in proper form on any business day. The ETF Fund does not issue fractional Creation Units.
A business day is any day on which the Exchange is open for business. As of the date of this Statement of Additional Information, the Exchange observes the following U.S. holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day (observed); Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.
Fund Deposit. The consideration for purchase of a Creation Unit from the ETF Fund generally consists of the in-kind deposit of a designated portfolio of securities (Deposit Securities) and an amount of cash (Cash Component) consisting of a purchase balancing amount and a transaction fee (both described in the following paragraphs). Together, the Deposit Securities and the Cash Component constitute the fund deposit.
The purchase balancing amount is an amount equal to the difference between the NAV of a Creation Unit and the market value of the Deposit Securities (Deposit Amount). It ensures that the NAV of the fund deposit (not including the transaction fee) is identical to the NAV of the Creation Unit it is used to purchase. If the purchase balancing amount is a positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities), then that amount will be paid by the purchaser to the ETF Fund in cash. If the purchase balancing amount is a negative number (i.e., the NAV per Creation Unit is less than the market value of the Deposit Securities), then that amount will be paid by the ETF Fund to the purchaser in cash (except as offset by the transaction fee).
Vanguard, through the National Securities Clearing Corporation (NSCC), makes available after the close of each business day a list of the names and the number of shares of each Deposit Security to be included in the next business days fund deposit for the ETF Fund (subject to possible amendment or correction). The ETF Fund reserves the right to accept a nonconforming fund deposit.
The identity and number of shares of the Deposit Securities required for a fund deposit may change from one day to another to reflect rebalancing adjustments, corporate actions, and interest payments on underlying bonds or to respond to adjustments to the weighting or composition of the component securities of the relevant target index.
In addition, the ETF Fund reserves the right to permit or require the substitution of an amount of cashreferred to as cash in lieuto be added to the Cash Component to replace any Deposit Security. This might occur, for example, if a Deposit Security is not available in sufficient quantity for delivery, is not eligible for transfer through the applicable clearance and settlement system, or is not eligible for trading by an Authorized Participant or the investor for which an Authorized Participant is acting. Trading costs incurred by the ETF Fund in connection with the purchase of Deposit Securities with cash-in-lieu amounts will be an expense of the ETF Fund. However, Vanguard may adjust the transaction fee to protect existing shareholders from this expense.
All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be delivered shall be determined by the ETF Fund, and the ETF Funds determination shall be final and binding.
Procedures for Purchasing Creation Units. To initiate a purchase order for a Creation Unit, an Authorized Participant must submit an order in proper form to the Distributor and such order must be received by the Distributor prior to the closing time of regular trading of the Exchange (Closing Time) (ordinarily 4 p.m., Eastern time) to receive that days NAV. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.
B-66
Neither the Trust, the ETF Fund, the Distributor, nor any affiliated party will be liable to an investor who is unable to submit a purchase order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the Distributors phone or email systems were not operating properly).
If you are not an Authorized Participant, you must place your purchase order in an acceptable form with an Authorized Participant. The Authorized Participant may request that you make certain representations or enter into agreements with respect to the order (e.g., to provide for payments of cash when required).
Placement of Purchase Orders. An Authorized Participant must deliver the cash and government securities portion of a fund deposit through the Federal Reserves Fedwire System and the corporate securities portion of a fund deposit through the DTC. If a fund deposit is incomplete on the second business day after the trade date (the trade date is the date on which the trade actually takes place, or T; two business days after the trade date is known as T+2) because of the failed delivery of one or more of the Deposit Securities, the ETF Fund shall be entitled to cancel the purchase order.
The ETF Fund may issue Creation Units in reliance on the Authorized Participants undertaking to deliver the missing Deposit Securities at a later date. Such undertaking shall be secured by the delivery and maintenance of cash collateral in an amount determined by the ETF Fund in accordance with the terms of the Participant Agreement.
Rejection of Purchase Orders. The ETF Fund reserves the absolute right to reject a purchase order. By way of example, and not limitation, the ETF Fund will reject a purchase order if:
n The order is not in proper form.
n The Deposit Securities delivered are not the same (in name or amount) as the published basket.
n Acceptance of the Deposit Securities would have certain adverse tax consequences to the ETF Fund. n Acceptance of the fund deposit would, in the opinion of counsel, be unlawful.
n Acceptance of the fund deposit would otherwise, at the discretion of the ETF Fund or Vanguard, have an adverse effect on the Fund or any of its shareholders.
n Circumstances outside the control of the ETF Fund, the Trust, the transfer agent, the custodian, the Distributor, and Vanguard make it for all practical purposes impossible to process the order. Examples include, but are not limited to, natural disasters, public service disruptions, or utility problems such as fires, floods, extreme weather conditions, and power outages resulting in telephone, telecopy, and computer failures; market conditions or activities causing trading halts; systems failures involving computer or other information systems affecting the aforementioned parties as well as the DTC, the NSCC, the Federal Reserve, or any other participant in the purchase process; and similar extraordinary events.
If a purchase order is rejected, the Distributor shall notify the Authorized Participant that submitted the order. The ETF Fund, the Trust, the transfer agent, the custodian, the Distributor, and Vanguard are under no duty, however, to give notification of any defects or irregularities in the delivery of a fund deposit, nor shall any of them incur any liability for the failure to give any such notification.
Transaction Fee on Purchases of Creation Units. The ETF Fund imposes a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the issuance of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguards proprietary portal system. When the ETF Fund permits (or requires) a purchaser to substitute cash in lieu of depositing one or more Deposit Securities, the purchaser may be assessed an additional charge on the cash-in-lieu portion of the investment. The amount of this charge will be disclosed to investors before they place their orders. The amount will be determined by the ETF Fund at its sole discretion but will not be more than the Funds good faith estimate of the costs it will incur investing the cash in lieu, which may include, if applicable, market-impact costs. The maximum transaction fee on purchases of Creation Units, including any additional charges as described, shall be 2% of the value of the Creation Units.
Redemptions of ETF Shares in Creation Units. To be eligible to place a redemption order, you must be an Authorized Participant. Investors that are not Authorized Participants must make appropriate arrangements with an Authorized Participant in order to redeem a Creation Unit.
ETF Shares may be redeemed only in Creation Units. Investors should expect to incur transaction costs in connection with assembling a sufficient number of ETF Shares to constitute a redeemable Creation Unit. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a
B-67
Creation Unit. Redemption requests received on a business day in good order will receive the NAV next determined after the request is made.
Unless cash redemptions are available or specified for the ETF Fund, an investor tendering a Creation Unit generally will receive redemption proceeds consisting of (1) a basket of Redemption Securities; plus (2) a redemption balancing amount in cash equal to the difference between (x) the NAV of the Creation Unit being redeemed, as next determined after receipt of a request in proper form, and (y) the value of the Redemption Securities; less (3) a transaction fee. If the Redemption Securities have a value greater than the NAV of a Creation Unit, the redeeming investor will pay the redemption balancing amount in cash to the ETF Fund rather than receive such amount from the Fund.
Vanguard, through the NSCC, makes available after the close of each business day a list of the names and the number of shares of each Redemption Security to be included in the next business days redemption basket (subject to possible amendment or correction). The basket of Redemption Securities provided to an investor redeeming a Creation Unit may not be identical to the basket of Deposit Securities required of an investor purchasing a Creation Unit. If the ETF Fund and a redeeming investor mutually agree, the Fund may provide the investor with a basket of Redemption Securities that differs from the composition of the redemption basket published through the NSCC.
The ETF Fund reserves the right to deliver cash in lieu of any Redemption Security for the same reason it might accept cash in lieu of a Deposit Security, as previously discussed, or if the ETF Fund could not lawfully deliver the security or could not do so without first registering such security under federal or state law.
Neither the Trust, the ETF Fund, the Distributor, nor any affiliated party will be liable to an investor who is unable to submit a redemption order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the Distributors phone or email systems were not operating properly).
Transaction Fee on Redemptions of Creation Units. The ETF Fund imposes a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the redemption of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguards proprietary portal system. For Creation Unit redemptions, unlike purchases, the ETF Fund does not impose an additional charge on investors who receive cash in lieu of one or more Redemption Securities. The maximum transaction fee on redemptions of Creation Units shall be 2% of the value of the Creation Units.
Placement of Redemption Orders. To initiate a redemption order for a Creation Unit, an Authorized Participant must submit such order in proper form to the Distributor before Closing Time in order to receive that days NAV. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.
If on the settlement date (typically T+2) an Authorized Participant has failed to deliver all of the Vanguard ETF Shares it is seeking to redeem, the ETF Fund shall be entitled to cancel the redemption order. Alternatively, the ETF Fund may deliver to the Authorized Participant the full complement of Redemption Securities and cash in reliance on the Authorized Participants undertaking to deliver the missing ETF Shares at a later date. Such undertaking shall be secured by the Authorized Participants delivery and maintenance of cash collateral in accordance with collateral procedures that are part of the Participant Agreement. In all cases the ETF Fund shall be entitled to charge the Authorized Participant for any costs (including investment losses, attorneys fees, and interest) incurred by the ETF Fund as a result of the late delivery or failure to deliver.
If an Authorized Participant, or a redeeming investor acting through an Authorized Participant, is subject to a legal restriction with respect to a particular security included in the basket of Redemption Securities, such investor may be paid an equivalent amount of cash in lieu of the security. In addition, the ETF Fund reserves the right to redeem Creation Units partially for cash to the extent that the Fund could not lawfully deliver one or more Redemption Securities or could not do so without first registering such securities under federal or state law.
Suspension of Redemption Rights. The right of redemption may be suspended or the date of payment postponed with respect to the ETF Fund (1) for any period during which the Exchange or listing exchange is closed (other than customary weekend and holiday closings), (2) for any period during which trading on the Exchange or listing exchange is suspended or restricted, (3) for any period during which an emergency exists as a result of which disposal of the Funds portfolio securities or determination of its NAV is not reasonably practicable, or (4) in such other circumstances as the SEC permits.
B-68
Precautionary Notes
A precautionary note to retail investors: The DTC or its nominee will be the registered owner of all outstanding ETF Shares. Your ownership of ETF Shares will be shown on the records of the DTC and the DTC Participant broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for distributing income and capital gains distributions and for ensuring that you receive shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.
A precautionary note to purchasers of Creation Units: You should be aware of certain legal risks unique to investors purchasing Creation Units directly from the issuing fund.
Because new ETF Shares may be issued on an ongoing basis, a distribution of ETF Shares could be occurring at any time. Certain activities that you perform as a dealer could, depending on the circumstances, result in your being deemed a participant in the distribution in a manner that could render you a statutory underwriter and subject you to the prospectus delivery and liability provisions of the Securities Act of 1933 (the 1933 Act). For example, you could be deemed a statutory underwriter if you purchase Creation Units from the issuing fund, break them down into the constituent ETF Shares, and sell those shares directly to customers or if you choose to couple the creation of a supply of new ETF Shares with an active selling effort involving solicitation of secondary market demand for ETF Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that persons activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter.
Dealers who are not underwriters but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with ETF Shares as part of an unsold allotment within the meaning of Section 4(3)(C) of the 1933 Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act.
A precautionary note to shareholders redeeming Creation Units: An Authorized Participant that is not a qualified institutional buyer as defined in Rule 144A under the 1933 Act will not be able to receive, as part of the redemption basket, restricted securities eligible for resale under Rule 144A.
A precautionary note to investment companies: Vanguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940. Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.
FINANCIAL STATEMENTS
Each Funds Financial Statements for the fiscal year ended September 30, 2017, appearing in the Funds 2017 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.
B-69
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.
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.
B-70
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.
B-71
SAI 078 012018
PART C
VANGUARD MALVERN FUNDS
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed |
| with Post-Effective Amendment No. 66 dated June 16, 2015, is hereby incorporated by | |
| reference. | |
| (b) | By-Laws, Amended and Restated By-Laws, are filed herewith. |
| (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 Wellington Management Company LLP, filed with Post- |
| Effective Amendment No. 54 dated January 28, 2013. The Vanguard Group, Inc., provides | |
| investment advisory services to the Funds at cost pursuant to the Fifth Amended and Restated | |
| Funds Service Agreement, refer to Exhibit (h) below. | |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled Management of |
| the Funds in Part B of this Registration Statement. | |
| (g) | Custodian Agreements, for Brown Brothers Harriman & Co., for JP Morgan Chase Bank, for |
| The Bank of New York Mellon, and for State Street Bank and Trust Company, are filed | |
| herewith. | |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, is filed |
| herewith. | |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. |
| (k) | Omitted Financial Statements, for VFTC Short-Term Bond Trust and VFTC Intermediate-Term |
| Bond Trust for fiscal years ended September 30, 2013 and September 30, 2014, filed with Post- | |
| Effective Amendment No. 65 dated April 2, 2015, are hereby incorporated by reference. | |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, is filed herewith. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for The Vanguard Group, Inc., and for Wellington Management Company LLP, |
| are filed herewith. |
Item 29. Persons Controlled by or under Common Control with Registrant
The Registrant does not control and is not under common control with any person.
C-1
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
Wellington Management Company LLP, is an investment adviser registered under the Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
The Vanguard Group, Inc. (Vanguard), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
C-2
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 investment companies with over 200 funds.
(b) The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| F. William McNabb III | Director and Chairman | Chairman |
| Mortimer J. Buckley | Director and Senior Vice President | Chief Executive Officer and President |
| Martha G. King | Director and Senior Vice President | None |
| Chris D. McIsaac | Director and Senior Vice President | None |
| Anne E. Robinson | Director and Senior Vice President | Secretary |
| Karin Risi | Director and Managing Director | None |
| Thomas Rampulla | Director and Senior Vice President | None |
| Michael Rollings | Director | Finance Director |
| Aisling Murphy | Chief Compliance Officer | None |
| John T. Marcante | Chief Information Officer | None |
| Matthew Benchener | Principal | None |
| John Bendl | Principal | None |
| Saundra K. Cusumano | Principal | None |
| James M. Delaplane Jr. | Principal | None |
| Kathleen A. Graham-Kelly | Principal | None |
| Phillip Korenman | Principal | None |
| Mike Lucci | Principal | None |
| Alba E. Martinez | Principal | None |
| Brian McCarthy | Principal | None |
| Frank Satterthwaite | Principal | None |
| David Petty | Principal | 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 |
| Michael L. Kimmel | Assistant Secretary | None |
| Beth Morales Singh | Assistant Secretary | None |
| Caroline Cosby | Secretary | None |
| Ellen Rinaldi | Chief Information Security Officer | None |
(c) Not applicable.
C-3
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Custodians, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548, JP Morgan Chase Bank, 383 Madison Avenue, New York, NY 10179, State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, and The Bank of New York Mellon, 225 Liberty Street, New York, NY 10286 and the Registrants investment advisors at their respective locations identified in Part B of this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Funds in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
C-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 25th day of January, 2018.
VANGUARD MALVERN FUNDS
BY:___________/s/ Mortimer J. Buckley*____
Mortimer J. Buckley
Chief Executive Officer, President, and
Trustee
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman | January 25, 2018 |
| F. William McNabb III | ||
| /s/ Mortimer J. Buckley* | Chief Executive Officer and | January 25, 2018 |
| President | ||
| Mortimer J. Buckley | ||
| /s/ Emerson U. Fullwood* | Trustee | January 25, 2018 |
| Emerson U. Fullwood | ||
| /s/ Amy Gutmann* | Trustee | January 25, 2018 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | January 25, 2018 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | January 25, 2018 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | January 25, 2018 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | January 25, 2018 |
| Scott C. Malpass | ||
| /s/ Deanna Mulligan* | Trustee | January 25, 2018 |
| Deanna Mulligan | ||
| /s/ André F. Perold* | Trustee | January 25, 2018 |
| André F. Perold | ||
| Sarah Bloom Raskin* | Trustee | January 25, 2018 |
| Sarah Bloom Raskin | ||
| /s/ Peter F. Volanakis* | Trustee | January 25, 2018 |
| Peter F. Volanakis | ||
C-5
| Signature | Title | Date |
| /s/ Thomas J. Higgins* | Chief Financial Officer | January 25, 2018 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see File Number 33-32216, Incorporated by Reference.
C-6
| INDEX TO EXHIBITS | |
| By-laws, Amended and Restated | EX-99.B |
| Custodian Agreement, JPMorgan Chase Bank. | EX-99.G |
| Custodian Agreement, Brown Brothers Harriman & Co., | EX-99.G |
| Custodian Agreement, The Bank of New York Mellon. | EX-99.G |
| Custodian Agreement, State Street Bank and Trust Company | EX-99.G |
| Other Material Contracts, Fifth Amended and Restated Funds Service Agreement | Ex-99.H |
| Other Opinions, Consent of Independent Registered Public Accounting Firm. | EX-99.J |
| Rule 18f-3 Plan | Ex-99. N |
| Codes of Ethics, Wellington Management Company LLP | EX-99.P |
| Codes of Ethics, The Vanguard Group, Inc., | EX-99.P |
C-7
AMENDED AND RESTATED
BY-LAWS
OF
VANGUARD MALVERN FUNDS
These By-Laws of Vanguard Malvern Funds, a Delaware statutory trust, are subject to the Amended and Restated Declaration of Trust of the Trust dated as of November 19, 2008, as from time to time amended, supplemented or restated (the Declaration of Trust). In the event of any conflict between the provisions of these ByLaws and the provisions of the Declaration of Trust, the provisions of the Declaration of Trust will control. Capitalized terms used herein which are defined in the Declaration of Trust are used as therein defined.
ARTICLE I
Fiscal Year and Offices
Section 1. Fiscal Year. Unless otherwise provided by resolution of the Board of Trustees, the fiscal year of the Trust shall begin on the 1st day of October and end on the last day of September.
Section 2. Delaware Office. The Board of Trustees shall establish a registered office in the State of Delaware and shall appoint as the Trusts registered agent for service of process in the State of Delaware an individual resident of the State of Delaware or a Delaware corporation or a foreign corporation authorized to transact business in the State of Delaware; in each case the business office of such registered agent for service of process shall be identical with the registered Delaware office of the Trust.
Section 3. Principal Office. The principal office of the Trust shall be located at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, or such other location s the Trustees may from time to time determine.
Section 4. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Trust intends to do business.
ARTICLE II
Meetings of Shareholders
Section 1. Place of Meeting. Meetings of the Shareholders for the election of Trustees shall be held in such place as shall be fixed by resolution of the
Board of Trustees and stated in the notice of the meeting.
Section 2. Annual Meetings. An annual meeting of Shareholders will not be held unless the 1940 Act requires the election of Trustees to be acted upon.
Section 3. Special Meetings. Special meetings of the Shareholders may be called at any time by the chairman, or president, or by the Board of Trustees, and shall be called by the secretary upon written request of the holders of Shares entitled to cast not less than twenty percent of all the votes entitled to be cast at such meeting provided that (a) such request shall state the purposes of such meeting and the matters proposed to be acted on, (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonable estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such Shareholders, and (c) the Shareholders requesting such meeting must provide ninety (90) days advance notice of business to be brought to a vote at a shareholder meeting and for nomination of directors, unless such notice runs counter to the proxy rules under the Securities Exchange Act of 1934. No special meeting need be called upon the request of Shareholders entitled to cast less than a majority of all votes entitled to be cast at such meeting to consider any matter which is substantially the same as a matter voted on at any meeting of the Shareholders held during the preceding twelve months. The foregoing provisions of this Section 3 notwithstanding a special meeting of Shareholders shall be called upon the request of the holders of at least ten percent of the votes entitled to be cast for the purpose of consideration removal of a Trustee from office as provided in section 16(c) of the 1940 Act.
Section 4. Notice. Not less than ten, nor more than one hundred (100) days before the date of every annual or special meeting, the secretary shall cause to be delivered to each Shareholder entitled to vote at such meeting a written notice in accordance with Article IV, Section 1 of these By-Laws stating the time and place of the meeting and, in the case of a special meeting of Shareholders, shall state the purposes of the meeting and the matters to be acted on and the purposes of such special meeting and matters to be acted on shall be limited to those stated in such written notice. Notice of adjournment of a Shareholders meeting to another time or place need not be given, if such time and place are announced at the meeting. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.
Section 5. Record Date for Meetings. The Board of Trustees may fix in advance a date not more than one hundred (100), nor less than ten, days prior to the date of any annual or special meeting of the Shareholders as a record date for the determination of the Shareholders entitled to receive notice of, and to vote at any meeting and any adjournment thereof; and in such case such Shareholders and only such Shareholders as shall be Shareholders of record on the date so fixed shall be entitled to receive notice of and to vote at such meeting and any adjournment thereof as the case may be, notwithstanding any transfer of any stock on the books of the Trust after any
2
such record date fixed as aforesaid.
Section 6. Quorum. Except as otherwise provided by the 1940 Act or in the Trusts Declaration of Trust, at any meeting of Shareholders, the presence in person or by proxy of the holders of record of Shares issued and outstanding and entitled to vote representing more than thirty-three and one-third percent (33 1/3%) of the total combined net asset value of all Shares issued and outstanding and entitled to vote shall constitute a quorum for the transaction of any business at the meeting.
If, however, a quorum shall not be present or represented at any meeting of the Shareholders, either the chairman of the meeting (without a Shareholder vote) or the holders of a majority of the votes present or in person or by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The Shareholders of record entitled to vote at a Shareholders meeting that has been postponed or reconvened after one or more adjournments shall be deemed to be the Shareholders on the original record date, unless the Trustees have fixed a new record date.
Section 7. Voting. Each Shareholder shall have one vote for each dollar (and a fractional vote for each fractional dollar) of the net asset value of each share (including fractional Shares) held by such Shareholder on the record date set pursuant to Section 5 on each matter submitted to a vote at a meeting of Shareholders. For purposes of this section and Section 6 of this Article II, net asset value shall be determined pursuant to Section 3, Article VIII of these By-Laws as of the record date for such meeting set pursuant to Section 5. There shall be no cumulative voting in the election of Trustees. At any meeting of Shareholders, any Shareholder entitled to vote thereat may vote either in person or by written proxy signed by the Shareholder, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the secretary, or with such other officer or agent of the Trust as the secretary may direct, for verification prior to the time at which such vote shall be taken; provided, however, that notwithstanding any other provision of this Section 7 to the contrary, the Trustees or any officer of the Trust with responsibility for such matters may at any time adopt one or more electronic, telecommunication, telephonic, computerized or other alternatives to execution of a written instrument that will enable Shareholders entitled to vote at any meeting to appoint a proxy to vote such Shareholders Shares at such meeting; provided, further, that, until the Trustees or such officer adopt such electronic, telecommunication, telephonic, computerized or other alternatives, no Shareholder may act to appoint a proxy to vote such holders Shares at a meeting by any such alternatives and if the Trustees or such officer do adopt such electronic, telecommunication, telephonic, computerized or other alternatives, then Shareholders may only act in the manner prescribed by the Trustees. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. When any share is held jointly by several persons, any one of them may vote at any meeting in
3
person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such share. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such share, he or she may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy. Except as otherwise provided herein or in the Declaration of Trust or the Delaware Act, all matters relating to the giving, voting or validity of proxies shall be governed by the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, as if the Trust were a Delaware corporation and the Shareholders were Shareholders of a Delaware corporation.
At all meetings of the Shareholders, a quorum being present, the Trustees shall be elected by the vote of a plurality of the votes cast by Shareholders present in person or by proxy and all other matters shall be decided by majority of the votes cast by Shareholders present in person or by proxy, unless the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question. There shall be no cumulative voting for Trustees. At all meetings of Shareholders, unless the voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the Chairman of the meeting.
Section 8. Inspectors. At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the chairman of the meeting may appoint one or more inspectors of election who shall first subscribe an oath of affirmation to execute faithfully the duties of inspectors at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken.
Section 9. Stock Ledger and List of Shareholders. It shall be the duty of the secretary or assistant secretary of the Trust to cause an original or duplicate share ledger to be maintained at the office of the Trusts transfer agent. Such share ledger may be in written form or any other form capable of being converted into written form within a reasonable time for visual inspection.
Section 10. Action Without Meeting. Any action to be taken by Shareholders may be taken without a meeting if (a) all Shareholders entitled to vote on the matter consent to the action in writing, (b) all Shareholders entitled to notice of the meeting but not entitled to vote at it sign a written waiver of any right to dissent, and (c) the written consents are filed with the records of the meeting of Shareholders. Such
4
consent shall be treated for all purposes as a vote at a meeting.
5
ARTICLE III
Trustees
Section 1. Place of Meeting. Meetings of the Board of Trustees, regular or special, may be held at any place as the Board may from time to time determine.
Section 2. Quorum. At all meetings of the Board of Trustees, one-third of the Trustees then in office shall constitute a quorum for the transaction of business provided that in no case may a quorum be fewer than two persons (unless there is only one Trustee then in office, in which case such Trustee shall constitute a quorum). The action of a majority of the Trustees present at any meeting at which a quorum is present shall be the action of the Board of Trustees unless the concurrence of a greater proportion is required for such action by the 1940 Act or the Declaration of Trust. If a quorum shall not be present at any meeting of Trustees, the Trustees present thereat may by a majority vote adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.
Section 3. Regular Meetings. Regular meetings of the Board of Trustees may be held without additional notice at such time and place as shall from time to time be determined by the Board of Trustees provided that notice of any change in the time or place of such meetings shall be sent promptly to each Trustee not present at the meeting at which such change was made in the manner provided for notice of special meetings.
Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by the chairman or president on one days notice to each Trustee; special meetings shall be called by the chairman or president or secretary in like manner and on like notice on the written request of two Trustees.
Section 5. Telephone Meeting. Members of the Board of Trustees or a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.
Section 6. Informal Actions. Any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if a written consent to such action is signed by a majority of the Trustees then in office or by a majority of the members of such committee, as the case may be (unless, in either case, the question is one for which by express provision of the 1940 Act or the Declaration of Trust, a different vote is required, in which case such express provision shall control the decision of such question). Any such written consent shall be filed with the minutes of proceedings of the Board or committee, as applicable.
Section 7. Committees. The Board of Trustees may appoint from among its members an Executive Committee and other committees composed of two or more
6
Trustees, and may delegate to such committees any or all of the powers of the Board of Trustees in the management of the business and affairs of the Trust.
Section 8. Action of Committees. In the absence of an appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be fewer than two Trustees. The committees shall keep minutes of their proceedings and shall report the same to the Board of Trustees at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the Board of Trustees, provided that no rights of third persons shall be affected by any such revision or alteration. In the absence of any member of such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.
Section 9. Election of Chairman. The Board of Trustees shall choose a Chairman. The Chairman of the Board of Trustees shall hold his post for such term and shall perform and execute such duties and administrative powers as the Board of Trustees shall prescribe from time to time.
Section 10. Other Executive Posts. The Board of Trustees from time to time may appoint such other Executive Posts as it shall deem advisable, who shall hold their posts for such terms and shall perform and execute such executive duties and administrative powers as the Board of Trustees shall from time to time prescribe.
ARTICLE IV
Notices
Section 1. Form. Subject to the 1940 Act, notices and all other communications to Shareholders shall be in writing and delivered personally, or sent by electronic transmission to an electronic mail address provided by the Shareholder or mailed to the Shareholders at their addresses appearing on the books of the Trust. Notices to Trustees shall be oral or by telephone or in writing delivered personally or mailed to the Trustees at their addresses appearing on the books of the Trust or by electronic transmission to an electronic mail address provided by the Trustee. Notice by mail shall be deemed to be given at the time when the same shall be mailed and notice by electronic transmission shall be deemed given at the time when sent. Subject to the provisions of the 1940 Act, notice to Trustees need not state the purpose of a regular or special meeting.
Section 2. Waiver. Whenever any notice of the time, place or purpose of any meeting of Shareholders, Trustees or a committee is required to be given under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the
7
meeting, whether before or after the holding thereof, or actual attendance at the meeting of Shareholders in person or by proxy, or at the meeting of Trustees or a committee in person, shall be deemed equivalent to the giving of such notice to such persons.
ARTICLE V
Officers
Section 1. Executive Officers. The officers of the Trust shall be chosen by the Board of Trustees and shall include a president, a secretary and a treasurer. The Board of Trustees may, from time to time, elect or appoint a controller, one or more vice presidents, assistant secretaries, assistant treasurers, and assistant controllers. The same person may hold two or more offices, except that no person shall be both president and vice president and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument is required by law, the Declaration of Trust or these By-Laws to be executed, acknowledged or verified by two or more officers.
Section 2. Election. The Board of Trustees shall choose a president, a secretary and a treasurer.
Section 3. Other Officers. The Board of Trustees from time to time may appoint such other officers and agents as it shall deem advisable, who shall hold their offices for such terms and shall exercise powers and perform such duties as shall be determined from time to time by the Board of Trustees. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.
Section 4. Compensation. The salaries or other compensation of all officers and agents of the Trust shall be fixed by the Board of Trustees, except that the Board of Trustees may delegate to any person or group of persons the power to fix the salary or other compensation of any subordinate officers or agents appointed pursuant to Section 3 of this Article V.
Section 5. Tenure. The officers of the Trust shall serve at the pleasure of the Board of Trustees. Any officer or agent may be removed by the affirmative vote of the Board of Trustees with or without cause whenever, in its judgment, the best interests of the Trust will be served thereby. In addition, any officer or agent appointed pursuant to Section 3 may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees. Any vacancy occurring in any office of the Trust by death, resignation, removal or otherwise shall be filled by the Board of Trustees, unless pursuant to Section 3 the power of appointment has been conferred by the Board of Trustees on any other officer.
Section 6. President and Chief Executive Officer. The president shall be the chief executive officer of the Trust, unless the Board of Trustees designates the
8
chairman as chief executive officer. The chief executive officer shall see that all orders and resolutions of the Board of Trustees are carried into effect. The chief executive officer shall also be the chief administrative officer of the Trust and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.
Section 7. Vice President. The vice presidents, in order of their seniority, shall, in the absence or disability of the chief executive officer, perform the duties and exercise the powers of the chief executive officer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.
Section 8. Secretary. The secretary shall attend all meetings of the Board of Trustees and all meetings of the Shareholders and record all the proceedings thereof and shall perform like duties for any committee when required. He shall give, or cause to be given, notice of meetings of the Shareholders and of the Board of Trustees, shall have charge of the records of the Trust, including the stock books, and shall perform such other duties as may be prescribed by the Board of Trustees or chief executive officer, under whose supervision he shall be. He shall keep in safe custody the seal of the Trust and, when authorized by the Board of Trustees, shall affix and attest the same to any instrument requiring it. The Board of Trustees may give general authority to any other officer to affix the seal of the Trust and to attest the affixing by his signature.
Section 9. Assistant Secretaries. The assistant secretaries in order of their seniority, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties as the Board of Trustees or the chief executive officer shall prescribe.
Section 10. Treasurer. The treasurer, unless another officer has been so designated, shall be the chief financial officer of the Trust. He shall have general charge of the finances and books of account of the Trust. Except as otherwise provided by the Board of Trustees, he shall have general supervision of the funds and property of the Trust and of the performance by the custodian of its duties with respect thereto. He shall render to the Board of Trustees, whenever directed by the Board of Trustees, an account of the financial condition of the Trust and of all his transactions as treasurer. He shall cause to be prepared annually a full and correct statement of the affairs of the Trust, including a balance sheet and a statement of operations for the preceding fiscal year. He shall perform all of the acts incidental to the office of treasurer, subject to the control of the Board of Trustees or the chief executive officer.
Section 11. Assistant Treasurer. The assistant treasurer shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties as the Board of Trustees or the chief executive officer may from time to time prescribe.
9
ARTICLE VI
Indemnification and Insurance
Section 1. Agents, Proceedings and Expenses. For the purpose of this Article, agent means any person who is or was a Trustee or officer of this Trust and any person who, while a Trustee or officer of this Trust, is or was serving at the request of this Trust as a Trustee, director, officer, partner, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; Trust includes any domestic or foreign predecessor entity of this Trust in a merger, consolidation, or other transaction in which the predecessors existence ceased upon consummation of the transaction; proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative; and expenses includes without limitation attorneys fees and any expenses of establishing a right to indemnification under this Article.
Section 2. Actions Other Than by Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of this Trust) by reason of the fact that such person is or was an agent of this Trust, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, if it is determined that person acted in good faith and reasonably believed: (a) in the case of conduct in his official capacity as an agent of the Trust, that his conduct was in the Trusts best interests and (b) in all other cases, that his conduct was at least not opposed to the Trusts best interests and (c) in the case of a criminal proceeding, that he had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order or settlement shall not of itself create a presumption that the person did not meet the requisite standard of conduct set forth in this Section. The termination of any proceeding by conviction, or a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the person did not meet the requisite standard of conduct set forth in this Section.
Section 3. Actions by the Trust. This Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by or in the right of this Trust to procure a judgment in its favor by reason of the fact that that person is or was an agent of this Trust, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Trust and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
Section 4. Exclusion of Indemnification. Notwithstanding any provision to the contrary contained herein, there shall be no right to indemnification for any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the
10
reckless disregard of the duties involved in the conduct of the agents office with this Trust.
No indemnification shall be made under Sections 2 or 3 of this Article:
(a) In respect of any proceeding as to which that person shall have been adjudged to be liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the persons official capacity; or
(b) In respect of any proceeding as to which that person shall have been adjudged to be liable in the performance of that persons duty to this Trust, unless and only to the extent that the court in which that action was brought shall determine upon application that in view of all the relevant circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine; however, in such case, indemnification with respect to any proceeding by or in the right of the Trust or in which liability shall have been adjudged by reason of the disabling conduct set forth in the preceding paragraph shall be limited to expenses; or
(c) Of amounts paid in settling or otherwise disposing of a proceeding, with or without court approval, or of expenses incurred in defending a proceeding which is settled or otherwise disposed of without court approval, unless the required approval set forth in Section 6 of this Article is obtained.
Section 5. Successful Defense by Agent. To the extent that an agent of this Trust has been successful, on the merits or otherwise, in the defense of any proceeding referred to in Sections 2 or 3 of this Article before the court or other body before whom the proceeding was brought, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith, provided that the Board of Trustees, including a majority who are disinterested, non-party Trustees, also determines that based upon a review of the facts, the agent was not liable by reason of the disabling conduct referred to in Section 4 of this Article.
Section 6. Required Approval. Except as provided in Section 5 of this Article, any indemnification under this Article shall be made by this Trust only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article and is not prohibited from indemnification because of the disabling conduct set forth in Section 4 of this Article, by:
(a) A majority vote of a quorum consisting of Trustees who are not parties to the proceeding and are not interested persons of the Trust
11
(as defined in the 1940 Act);
(b) A written opinion by an independent legal counsel; or
(c) The Shareholders; however, Shares held by agents who are parties to the proceeding may not be voted on the subject matter under this Sub-Section.
Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by this Trust before the final disposition of the proceeding if (a) receipt of a written affirmation by the agent of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the agent, such undertaking being an unlimited general obligation to repay the amount of the advance if it is ultimately determined that he has not met those requirements, and (b) a determination that the facts then known to those making the determination would not preclude indemnification under this Article. Determinations and authorizations of payments under this Section must be made in the manner specified in Section 6 of this Article for determining that the indemnification is permissible.
Section 8. Other Contractual Rights. Nothing contained in this Article shall affect any right to indemnification to which persons other than Trustees and officers of this Trust or any subsidiary hereof may be entitled by contract or otherwise.
Section 9. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 5 or 6 in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Agreement and Declaration of Trust of the Trust, a resolution of the Shareholders, or an agreement in effect at the time of accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.
Section 10. Insurance. Upon and in the event of a determination by the Board of Trustees of this Trust to purchase such insurance, this Trust shall purchase and maintain insurance on behalf of any agent or employee of this Trust against any liability asserted against or incurred by the agent or employee in such capacity or arising out of the agents or employees status as such to the fullest extent permitted by law.
Section 11. Fiduciaries of Employee Benefit Plan. This Article does not apply to any proceeding against any Trustee, investment manager or other fiduciary
12
of an employee benefit plan in that persons capacity as such, even though that person may also be an agent of this Trust as defined in Section 1 of this Article. Nothing contained in this Article shall limit any right to indemnification to which such a Trustee, investment manager, or other fiduciary may be entitled by contract or otherwise which shall be enforceable to the extent permitted by applicable law other than this Article.
13
ARTICLE VII
Shares of Beneficial Interest
Section 1. Certificates. A certificate or certificates representing and certifying the series or class and the full, but not fractional, number of Shares of beneficial interest owned by each Shareholder in the Trust shall not be issued except as the Board of Trustees may otherwise determine from time to time. Any such certificate issued shall be signed by facsimile signature or otherwise by the chairman or president or a vice president and counter-signed by the secretary or an assistant secretary or the treasurer or an assistant treasurer.
Section 2. Signature. In case any officer who has signed any certificate ceases to be an officer of the Trust before the certificate is issued, the certificate may nevertheless be issued by the Trust with the same effect as if the officer had not ceased to be such officer as of the date of its issue.
Section 3. Recording and Transfer Without Certificates. The Trust shall have the full power to participate in any program approved by the Board of Trustees providing for the recording and transfer of ownership of the Trusts Shares by electronic or other means without the issuance of certificates.
Section 4. Lost Certificates. The Board of Trustees may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been stolen, lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to have been stolen, lost or destroyed, or upon other satisfactory evidence of such theft, loss or destruction and may in its discretion and as a condition precedent to the issuance thereof, require the owner of such stolen, lost or destroyed certificate or certificates, or his legal representative, to give the Trust a bond with sufficient surety, to the Trust to indemnify it against any loss or claim that may be made by reason of the issuance of a new certificate.
Section 5. Transfer of Shares. Transfers of Shares of beneficial interest of the Trust shall be made on the books of the Trust by the holder of record thereof (in person or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the Trust) (i) if a certificate or certificates have been issued, upon the surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such Shares, or (ii) as otherwise prescribed by the Board of Trustees. Every certificate exchanged, surrendered for redemption or otherwise returned to the Trust shall be marked Canceled with the date of cancellation.
Section 6. Registered Shareholders. The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to
14
recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.
Section 7. Transfer Agents and Registrars. The Board of Trustees may, from time to time, appoint or remove transfer agents and or registrars of the Trust, and they may appoint the same person as both transfer agent and registrar. Upon any such appointment being made, all certificates representing Shares of beneficial interest thereafter issued shall be countersigned by such transfer agent and shall not be valid unless so countersigned.
Section 8. Stock Ledger. The Trust shall maintain an original stock ledger containing the names and addresses of all Shareholders and the number and series or class of Shares held by each Shareholder. Such stock ledger may be in written form or any other form capable of being converted into written form within reasonable time for visual inspection.
ARTICLE VIII
General Provisions
Section 1. Custodianship. Except as otherwise provided by resolution of the Board of Trustees, the Trust shall place and at all times maintain in the custody of a custodian (including any sub-custodian for the custodian) all funds, securities and similar investments owned by the Trust. Subject to the approval of the Board of Trustees, the custodian may enter into arrangements with securities depositories, provided such arrangements comply with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.
Section 2. Execution of Instruments. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust may be signed by the chairman or president or a vice president or the treasurer or the secretary or any other duly authorized officer or agent of the Trust, which authority may be general or specific.
Section 3. Net Asset Value. Subject to Section 1 of Article VI of the Declaration of Trust, the net asset value per Share shall be determined separately as to each series or class of the Trusts Shares, by dividing the sum of the total market value of the series or classs investments and other assets, less any liabilities, by the total outstanding Shares of such series or class, subject to the 1940 Act and any other applicable Federal securities law or rule or regulation currently in effect.
15
ARTICLE IX
Amendments
The Board of Trustees, without a vote by the Shareholders, shall have the power to make, alter and repeal the By-Laws of the Trust.
16
AMENDED AND RESTATED CUSTODIAN AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT, dated as of June 25, 2001, between certain open-end management investment companies (each investment company a Fund) organized under the laws of the State of Delaware and registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act"), on behalf of certain of their series (each series a Series), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),
W I T N E S S E T H:
WHEREAS, each Fund has employed BBH&Co. to act as the Fund's custodian and to provide related services, all as provided herein; WHEREAS, the Securities and Exchange Commission has promulgated amendments to Rule 17f-5 and adopted Rule 17f-7 under the 1940 Act that establish rules regarding the custody of investment company assets held outside the United States; and WHEREAS, BBH&Co. is willing to provide services in connection with such Rules in accordance with the terms of this Amended Custodian Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
each Fund and BBH&Co. hereby agree, as follows:
1. Appointment of Custodian. The Fund hereby appoints BBH&Co. as the Fund's custodian, and BBH&Co. hereby accepts such appointment. All Investments of the Fund delivered to the Custodian or its agents or Subcustodians shall be dealt with as provided in this Agreement. The duties of the Custodian
with respect to the Fund's Investments shall be set forth expressly in this Agreement and any addenda
thereto which duties are generally comprised of safekeeping and various administrative duties that will be
performed in accordance with Instructions and as reasonably required to effect Instructions.
38362-4 11/22/2016
2. Representations, Warranties and Covenants of the Fund. The Fund hereby represents, warrants
and covenants each of the following:
2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. This Agreement does not violate any Applicable Law or conflict with or constitute a default under the Fund's prospectus or other organic document, agreement, judgment, order or decree to which the Fund is a party or by which it or its Investments is bound. The Fund is and will be in compliance with all laws and regulations applicable to its operations, investments or activities.
2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has (a) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Fund under the 1940 Act, and (iii) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction.
2.3 The Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. In furtherance and not limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund and the Custodian shall be fully responsible for the security of each partys connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be solely responsible for ensuring the security of its access to the service and for the use of the service, and shall only attempt to access the service and the Custodians computer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.
3. Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this
Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not
violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership
agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by
which it is bound. BBH&Co. also warrants that it will comply with all applicable laws and regulations in
performance of its duties under this Agreement.
| 4. |
Instructions. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties |
38362-4 11/22/2016
2
pursuant to Instructions. As used herein, the term Instruction shall mean a directive initiated by the Fund,
acting directly or through its board of directors or trustees, officers or other Authorized Persons, which
directive shall conform to the requirements of this Section 4.
4.1 Authorized Persons. For purposes hereof, an Authorized Person shall be a person or entity
authorized to give Instructions for or on behalf of the Fund by written notices to the Custodian or otherwise
in accordance with procedures delivered to the Custodian. The Custodian may treat any Authorized Person
as having full authority of the Fund to issue Instructions hereunder unless the notice of authorization
contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority
of Authorized Persons until it receives appropriate written notice from the Fund to the contrary.
4.2 Form of Instruction. Each Instruction shall be transmitted by such secured or authenticated
electro-mechanical means as the Custodian shall make available to the Fund from time to time unless the
Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this
Section.
4.2.1 Fund Designated Secured-Transmission Method. Instructions may be transmitted through a secured or tested electro-mechanical means identified by the Fund or by an Authorized
Person entitled to give Instruction and acknowledged and accepted by the Custodian; it being understood that such acknowledgment shall authorize the Custodian to receive and process such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the method determined by the Authorized Person.
4.2.2 Written Instructions. Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.
4.2.3 Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as is contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT, telex or telefax (whether tested or untested).
When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the
38362-4 11/22/2016
3
responsibility of the Custodian to use reasonable care to adhere to any security or other procedures
established in writing between the Custodian and the Authorized Person with respect to such means of
Instruction, but such Authorized Person shall be solely responsible for determining that the particular
means chosen is reasonable under the circumstances. If the Custodian believes that the means chosen are
unreasonable, it shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the
Custodian only if and when an Authorized Person provides Instructions that conform to the requirements
of this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of such Person). With respect to telefax
Instructions, the parties agree and acknowledge that receipt of legible Instructions cannot be assured and
that the Custodian cannot verify that authorized signatures on telefax Instructions are original or properly
affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly
contact an Authorized Person and request a legible telefax Instruction. Provided the Custodian has
exercised the standard of care required herein with respect to receipt of Proper Instructions including but
not limited to any applicable security or authorization procedures, the Custodian shall not be liable for
losses or expenses incurred through actions taken in reliance on inaccurately stated or unauthorized telefax
Instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds
Transfers performed in accordance with Instructions. In the event that a Funds Transfer Services
Agreement is executed between the Fund or an Authorized Person and the Custodian, such an agreement
shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.
4.3 Completeness and Contents of Instructions. The Authorized Person shall be responsible
for assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or
38362-4 11/22/2016
4
other dealing in the Fund's Investments and upon any delivery and transfer of any Investment or moneys,
the person initiating such Instruction shall give the Custodian an Instruction with appropriate detail,
including, without limitation:
4.3.1 The transaction date and the date and location of settlement;
4.3.2 The specification of the type of transaction;
4.3.4 A description of the Investments or moneys in question, including, as appropriate,
quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to Investment description. If the Custodian is aware of such an inconsistency in an Instruction, it shall give prompt notice of such inconsistency to an Authorized Person.
4.3.5 The name of the broker or similar entity concerned with execution of the transaction.
If the Custodian shall reasonably determine that an Instruction, including a telefax Instruction, is either
unclear or incomplete, the Custodian shall give prompt notice of such determination to the Fund, and the
Fund shall thereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have
no obligation to take any action in response to the Instruction initially delivered until the redelivery of an
amended or reformed Instruction
4.4 Timeliness of Instructions. In giving an Instruction, the Fund shall take into consideration
delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and
other factors particular to a given market, exchange or issuer. When the Custodian has established specific
timing requirements or deadlines with respect to particular classes of Instruction and the Custodian has
notified the Fund of such timing requirements and deadlines, or when an Instruction is received by the
Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to
time zone differences or other factors beyond its reasonable control, the execution of any Instruction
38362-4 11/22/2016
5
received by the Custodian after such deadline or at such time (including any modification or revocation of
a previous Instruction) shall be at the risk of the Fund.
5. Safekeeping of Fund Assets.
The Custodian shall hold Investments delivered to it or
Subcustodians for the Fund in accordance with the provisions of this Section. The Custodian will identify
the Investments on its books as belonging to each individual Series.
The Custodian shall not be
responsible for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or
its Subcustodians; or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian,
or its Subcustodians. The Custodian or Subcustodian shall give prompt notice to the Fund of any pre-
existing faults or defects that it is aware of. The Custodian is hereby authorized to hold with itself or a
Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the
Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any
corporate action. Each such account is a Securities Account (as such term is defined in the Uniform
Commercial Code as in effect from time to time in the State of New York (the UCC)). The Custodian
shall hold Investments for the account of the Fund and shall segregate Investments from assets belonging
to the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the
Subcustodian in an account held for the Fund or in an account maintained by the Subcustodian generally
for non-proprietary assets of the Custodian.
The parties acknowledge that the Custodian and Subcustodians each are acting under this
Agreement as a Securities Intermediary (as such term is used and defined in the UCC). For the purposes
of this Agreement, the parties hereto acknowledge and agree that (i) any Investment held by the Custodian
38362-4 11/22/2016
6
or any Subcustodian shall constitute a Financial Asset (as such term is used and defined in the UCC), (ii)
the Fund may at any time issue one or more Entitlement Orders (as such term is used and defined in the
UCC) with respect to the Funds Investments, (iii) upon the Custodians or Subcustodians receipt of an
Investment for the benefit of the Fund, the Custodian or Subcustodian, as the case may be, shall credit to
the Fund a Security Entitlement (as such term is used and defined in the UCC), and (iv) the Fund shall
have a Security Entitlement with respect to all Investments held by the Custodian or Subcustodian.
5.1 Use of Securities Depositories. The Custodian may deposit and maintain Investments in any
Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian.
Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of
terms and conditions or other document or conditions effective between the Securities Depository and the
Custodian or the Subcustodian, as the case may be, and (b) in an account for the Fund or in bulk
segregation in an account maintained for the non-proprietary assets of the entity holding such Investments
in the Depository. If market practice or the rules and regulations of the Securities Depository prevent the
Custodian, the Subcustodian or (any agent of either) from holding its client assets in such a separate
account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for
the benefit of the Fund or for benefit of clients of the Custodian generally on its own books.
5.2 Certificated Assets. Investments which are certificated may be held in registered or bearer
form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a
Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities
Depository; all in accordance with customary market practice in the jurisdiction in which any Investments
are held.
38362-4 11/22/2016
7
5.3 Registered Assets. Investments which are registered may be registered in the name of the
Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be
held in any manner set forth in paragraph 5.2 above with or without any identification of fiduciary capacity
in such registration.
5.4 Book Entry Assets. Investments which are represented by book-entry may be so held in an
account maintained by the Book-Entry Agent on behalf of the Custodian, a Subcustodian or another agent
of the Custodian, or a Securities Depository.
5.5 Replacement of Lost Investments.
In the event of a loss of Investments for which the
Custodian is responsible under the terms of this Agreement, the Custodian shall promptly replace such
Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund
the fair market value of such Investment based on the last available price as of the close of business in the
relevant market on the date that a claim was first made to the Custodian with respect to such loss.
6. Administrative Duties of the Custodian. The Custodian shall perform the following administrative
duties with respect to Investments of the Fund.
6.1 Purchase of Investments. Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.
6.2 Sale of Investments. Pursuant to Instruction, Investments sold for the account of the Fund shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing
38362-4 11/22/2016
8
Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.
6.3 Delivery in Connection with Borrowings of the Fund or other Collateral and Margin Requirements. Pursuant to Instruction, the Custodian may deliver Investments or cash of the Fund in connection with borrowings and other collateral and margin requirements.
6.4 Futures and Options. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin (Tri-Party Agreement), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (Margin Account), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation "margin" deposits or other collateral intended to secure the Fund's performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the Margin Account in accordance with the provisions of the such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6. The Custodian shall in no event be responsible for but shall give prompt notice to the Fund in the event it becomes aware of the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.
6.5 Contractual Obligations and Similar Investments.
From time to time, the Fund's
Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by book entry agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase
38362-4 11/22/2016
9
agreements and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.
6.6 Exchange of Securities. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Fund for other securities in connection with any reorganization, recapitalization, conversion, split-up, change of par value of shares or similar event, and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.
6.7 Surrender of Securities. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness.
6.8 Rights, Warrants, Etc. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.
6.9 Mandatory Corporate Actions.
Unless otherwise directed by Instruction, the Custodian
shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Funds account and promptly notify the Fund of such action, and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.
6.10 Income Collection. Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default, or (b) the
38362-4 11/22/2016
10
collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.
6.11 Ownership Certificates and Disclosure of the Fund's Interest. The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments.
6.12 Proxy Materials. The Custodian shall deliver, or cause to be delivered promptly, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian or any nominee.
6.13 Tax Reclaim Service. The Custodian will apply for a reduction of withholding tax and any refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Investments for the benefit of the Fund which the Custodian believes may be available to such Fund. Where such reports are available, the Custodian shall periodically report to the Fund concerning the making of applications for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Investments for the benefit of the Fund. The provision of tax reclaim services by the Custodian is conditional upon the Custodian receiving from the Fund or, where required, the beneficial owner of Investments (a) a declaration of its identity and place of residence and (b) certain other documentation (pro forma copies of which are available from the Custodian). The Custodian shall use reasonable means to advise the Fund of the declarations, documentation and information which the Fund is to provide to the Custodian in order for the Custodian to provide the tax reclaim services described herein. The Fund shall provide to the Custodian such documentation and information as it may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. The Fund undertakes to notify the Custodian immediately if any such information requires updating or amendment. The Custodian shall perform tax reclaim services only with respect to
38362-4 11/22/2016
11
taxation by the revenue authorities of the countries notified to the Fund.
The Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an account any taxes or levies required by any revenue or governmental authority for whatever reasons in respect of the accounts. The Custodian and the Fund shall promptly notify the other regarding any change in the Funds tax status with respect to withholding taxes of which it becomes aware. It is acknowledged that the Custodian does not offer tax advice and that the Fund should consult with its tax adviser as to tax matters.
6.14 Other Dealings. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom such payment or delivery is made.
The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase
or other administration of Investments, except as otherwise directed by an Instruction.
In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide
promptly to the Fund all material information pertaining to a corporate action which the Custodian actually
receives. The Custodian shall not be responsible for the completeness or accuracy of such information as
long as the Custodian has shown due diligence in attempting to receive complete and accurate information.
Any advance credit of cash or shares expected to be received as a result of any corporate action shall be
subject to actual collection and may, when the Custodian deems collection unlikely, be reversed by the
Custodian. The Custodian shall notify the Fund at least 48 hours prior to any such reversal.
The Custodian may at any time or times in its discretion appoint (and may at any time remove)
agents (other than Subcustodians) to carry out some or all of the administrative provisions of this
Agreement (Agents), provided, however, that the appointment of such agent shall not relieve the Custodian
of its administrative obligations under this Agreement.
38362-4 11/22/2016
12
7. Cash Accounts, Deposits and Money Movements.
Subject to the terms and conditions set forth
in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with
Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the
countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time
to time request by Instruction.
7.1 Types of Cash Accounts. Cash accounts opened on the books of the Custodian (Principal
Accounts) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit
obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability
provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened
in the name of the Fund or the Custodian or in the name of the Custodian for its customers generally
(Agency Accounts). Such deposits shall be obligations of the Subcustodian and shall be treated as an
Investment of the Fund. Accordingly, the Custodian shall be responsible for exercising reasonable care in
the administration of such accounts but shall not be liable for their repayment in the event such
Subcustodian, by reason of its bankruptcy, insolvency or sovereign risk/force majeure, fails to make
repayment unless (a) such Subcustodian is a parent, subsidiary or otherwise affiliated with the Custodian or
(b) the Custodians negligence, bad faith or willful misconduct was the direct cause of the Subcustodian
failing to make the repayment or (c) a transaction or other matter between the Custodian and Subcustodian
unrelated to the Funds was the cause of the Subcustodian failing to make repayment. Under (a), (b) or (c)
the Custodian shall be liable for the repayment.
7.2 Payments and Credits with Respect to the Cash Accounts. The Custodian shall make
payments from or deposits to any of said accounts in the course of carrying out its administrative duties,
38362-4 11/22/2016
13
including but not limited to income collection with respect to the Fund's Investments, and otherwise in
accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to
the cash accounts only when moneys are actually received in cleared funds in accordance with banking
practice in the country and currency of deposit. Any credit made to any Principal or Agency Account
before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the
event such payment is not actually collected. The Custodian shall provide the Fund with at least 48 hours
notice prior to any such reversal. Unless otherwise specifically agreed in writing by the Custodian or any
Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the
deposit is made or carried.
7.3 Currency and Related Risks. The Fund bears risks of holding or transacting in any
currency. The Custodian shall not be liable for any loss or damage arising from the applicability of any
law or regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect
the transferability, convertibility or availability of any currency in the country (a) in which such Principal
or Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the
Custodian be obligated to make payment of a deposit denominated in a currency during the period during
which its transferability, convertibility or availability has been affected by any such law, regulation or
event. The Custodian shall notify the Fund in the event it is aware that the Fund is entering into a
transaction that is, to its knowledge, illegal under local law. Without limiting the generality of the
foregoing, neither the Custodian nor any Subcustodian shall be required to repay any deposit made at a
foreign branch of either the Custodian or Subcustodian if such branch cannot repay the deposit due to a
cause for which the Custodian would not be responsible in accordance with the terms of Section 9 of this
38362-4 11/22/2016
14
Agreement unless the Custodian or such Subcustodian expressly agrees in writing to repay the deposit
under such circumstances. All currency transactions in any account opened pursuant to this Agreement are
subject to exchange control regulations of the United States and of the country where such currency is the
lawful currency or where the account is maintained. Any taxes, costs, charges or fees imposed on the
convertibility of a currency held by the Fund shall be for the account of the Fund unless such taxes, costs,
charges or fees were due to an error by the Custodian or Subcustodian.
7.4 Foreign Exchange Transactions. The Custodian shall, subject to the terms of this Section,
settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf
and for the account of the Fund with such currency brokers or banking institutions, including
Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any
foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The
obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian
shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of
the currency transacted on the actual settlement date of the transaction.
7.4.1 Third Party Foreign Exchange Transactions. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund's Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder unless (a) such counterparty is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodians negligence, bad faith or willful misconduct was the direct cause of the counterparty failing to perform its obligations or (c) a transaction or other matter between the Custodian and the counterparty unrelated to the Funds was the cause of the counterpartys failure to perform. Under (a), (b) or (c) , the Custodian shall be liable. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving
38362-4 11/22/2016
15
confirmation of a foreign exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, and (c) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. The Custodian or Subcustodian shall respectively be responsible for any failure or delay of third parties to deliver foreign exchange when either of those parties respectively is a parent, subsidiary or otherwise affiliated with such third party.
7.4.2 Foreign Exchange with the Custodian as Principal. The Custodian may undertake foreign exchange transactions with the Fund as principal as the Custodian and the Fund may agree from time to time. In such event, the foreign exchange transaction will be performed in accordance with the particular agreement of the parties, or in the event a principal foreign exchange transaction is initiated by Instruction in the absence of specific agreement, such transaction will be performed in accordance with the usual commercial terms of the Custodian.
7.5 Delays. If no event of Force Majeure shall have occurred and be continuing and in the event
that a delay shall have been caused by the negligence, bad faith or willful misconduct of the Custodian in
carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with
respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and
currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day
when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to
Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by
the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the
transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for
delays in carrying out such Instructions to transfer cash which are not due to the Custodian's own
negligence, bad faith or willful misconduct. The Custodian shall make reasonable attempts where possible
to mitigate any such delays.
38362-4 11/22/2016
16
7.6 Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section
5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any
Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not
any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day),
Fund hereby does:
7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and,
7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law.
The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans.
Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.
38362-4 11/22/2016
17
7.7 Integrated Account. For purposes hereof, deposits maintained in all Principal Accounts for
each Series of each Fund (whether or not denominated in Dollars) shall collectively constitute a single and
indivisible current account with respect to that Series' obligations to the Custodian, or its assignee, and
balances in such Principal Accounts shall be available for satisfaction of that Series' obligations under this
Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account
maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.
8. Subcustodians and Securities Depositories. Subject to the provisions hereinafter set forth in
this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf
of the Fund and to appoint from time to time and to utilize Subcustodians. With respect to securities and
funds held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing
Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities
purchased and delivery of securities sold may be made prior to receipt of securities or payment,
respectively, and securities or payment may be received in a form, in accordance with (a) governmental
regulations, (b) rules of Securities Depositories and clearing agencies, (c) generally accepted trade practice
in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms
of Instructions.
8.1 Domestic Subcustodians and Securities Depositories. The Custodian may deposit and/or
maintain, either directly or through one or more agents appointed by the Custodian, Investments of the
Fund in any Securities Depository in the United States, including The Depository Trust Company,
provided such Depository meets applicable requirements of the Federal Reserve Bank or of the Securities
38362-4 11/22/2016
18
and Exchange Commission. The Custodian may, at any time and from time to time, appoint any 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 and the rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for
purposes of holding Investments of the Fund in the United States.
8.2 Foreign Subcustodians and Securities Depositories. Unless instructed otherwise by the
Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S.
Securities Depository provided such Securities Depository meets the requirements of an "eligible securities
depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule
17f-7") or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the
time that securities are placed with such depository, but subject to the provisions of Section 8.2.5 below,
the Custodian shall have prepared an analysis of the custody risks associated with maintaining assets with
the Securities Depository and shall have established a system to monitor such risks on a continuing basis in
accordance with Subsection 8.2.3 of this Section. Additionally, the Custodian may, at any time and from
time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an "eligible
foreign custodian" under Rule 17f-5 under the 1940 Act or which by order of the Securities and Exchange
Commission is exempted therefrom, or (b) any 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 and the rules and regulations
thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund
outside the United States. Such appointment of foreign Subcustodians shall be subject to approval of the
Fund in accordance with Subsections 8.2.1 and 8.2.2 hereof, and the use of non-U.S. Securities
Depositories shall be subject to the terms of Subsections 8.2.3, 8.2.4 and 8.2.5 hereof. An Instruction to
38362-4 11/22/2016
19
open an account in a given country shall comprise authorization of the Custodian to hold assets in such
country in accordance with the terms of this Agreement. The Custodian shall not be required to make
independent inquiry as to the authorization of the Fund to invest in such country.
8.2.1 Board Approval of Foreign Subcustodians. Unless and except to the extent that the Board has delegated to, and the Custodian has accepted delegation of, review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.2.2, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such confirmation to be signed by an Authorized Person. Each such duly approved Subcustodian shall be listed on the Global Custody Network listing attached hereto as the same may from time to time be amended.
8.2.2 Delegation of Board Review of Subcustodians. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as delegate of the Fund's Board. In such event, the Custodian's duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached 17f-5 Delegation Schedule to this Agreement.
8.2.3 Monitoring and Risk Assessment of Securities Depositories. Prior to the placement of any assets of the Fund with a Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets with such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care, prudence and diligence and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited in most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care. The risk assessment shall be provided to the Fund or its Investment Adviser by such means as the Custodian shall reasonably establish. Advice of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.
8.2.4 Withdrawal of Assets from Eligible Securities Depository. If the Fund or its authorized representative determines that a custody arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7(a), the Fund or its Investment Adviser shall Instruct the Custodian to remove the Fund's Assets from the Depository as soon as reasonably practicable.
8.2.5 Special Transitional Rule. It is acknowledged that Rule 17f-7 has an effective
38362-4 11/22/2016
20
date of July 1, 2001 and that the Custodian will require a period of time to fully prepare risk assessment information and to establish a risk monitoring system as provided in Subsection 8.2.3. Accordingly, until July 1, 2001, the Custodian shall use reasonable efforts to implement the measures required by Subsection 8.2.3, and shall in the interim provide to the Fund or its Investment Adviser the depository information customarily provided and shall promptly inform the Fund or its Investment Adviser of any material development affecting the custody risks associated with the maintenance of assets with a particular Securities Depository of which it becomes aware in the course of its general duties under this Agreement or from its duties under Subsection 8.2.3 as such duties have been implemented at any given time.
8.3 Responsibility for Subcustodians. Except as provided in the last sentence of this
Section 8.3, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or
resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be
deemed to be negligence, gross negligence, willful misconduct or bad faith in accordance with the terms of
the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place
where the act or omission occurred.
The liability of the Custodian in respect of the countries and
subcustodians listed on the attached Subcustodian Liability Appendix to this Agreement, as such Appendix
may be amended from time to time, shall be subject to the additional condition that the Custodian actually
recovers such loss or damage from the Subcustodian.
8.4 New Countries. The Fund shall be responsible for informing the Custodian sufficiently in
advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized
to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a
subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to
establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized
to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be
at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions
of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages
38362-4 11/22/2016
21
caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that
(a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the
Custodians negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent
failing to make the repayment or (c) a transaction or other matter between the Custodian and the local
safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the
Custodian shall be liable.
9. Responsibility of the Custodian.
In performing its duties and obligations hereunder, the
Custodian shall use reasonable care under the facts and circumstances prevailing in the market where
performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for
any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful
misconduct. The Custodian hereby indemnifies the Fund and agrees to hold the Fund harmless from and
against all claims and liabilities, including counsel fees and taxes, incurred or assessed against the Fund to
the extent that such claim or liability arises from the negligence, gross negligence, bad faith or willful
misconduct on the part of the Custodian itself. If a Fund gives written notice of claim to the Custodian, the
Custodian shall promptly give a written response to the Fund. Not more than 30 days following the date of
such response, unless the Custodian shall not be liable, the Custodian will pay the amount of such claim or
reimburse the Fund for any payment made by the Fund in respect thereof. In no event shall the Custodian
be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to
or in connection with this Agreement even if the Custodian has been advised of the possibility of such
damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's
Investments or to provide investment advice with respect to such Investments and that the Fund as
38362-4 11/22/2016
22
principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.
The Custodian shall provide the Fund with its Market Practice Reports in respect of any foreign market
where a Series shall place and maintain Investments. In addition, the Custodian shall provide the Fund
with access to its Global Updates which address topical market" events.
9.1 Force Majeure The Custodian shall not be responsible for any failure to perform its duties and correspondingly, shall not be liable for any loss, cost, damage or expense attributable to its failure to perform in consequence of a force majeure event. Force Majeure shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the above parties, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any third party computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any third party interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian, provided always that this shall not affect the Custodians duty to indemnify the Fund for other losses, claims and liabilities for which the Custodian is bound to indemnify the Fund pursuant to Section
9. The Custodian and the Subcustodian shall take reasonable steps to mitigate additional damages. The Custodian shall notify the Fund when it becomes aware of a situation outlined above. The Fund shall not be responsible for temporary delays in the performance of its duties and obligations and correspondingly shall not be liable for any loss, cost, damage or expense attributable to such delay in consequence of a Force Majeure event as described above affecting the Funds principal place of business operations or administration; provided always that this shall not affect the Funds duty to indemnify the Custodian for losses, claims and liabilities for which the Fund is bound to indemnify the Custodian pursuant to Section 10.
9.2 Limitations of Performance. The Custodian shall not be responsible under this Agreement
for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association
with such failure to perform, for or in consequence of the following causes:
9.2.1 Country Risk. Country Risk shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d)
38362-4 11/22/2016
23
custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets. The Custodian shall provide the Fund with its Market Practice Reports in respect of any foreign market where a Series shall place and maintain Investments. Such Market Practice Report may describe some of the Country Risks outlined above. In addition, the Custodian shall provide the Fund with access to its Global Updates which may describe some timely Country Risks outlined above.
9.2.2 Sovereign Risk. Sovereign Risk shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder or under a Subcustody Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investments by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced. The Custodian shall provide the Fund with its Market Practice Reports in respect of any foreign market where a Series shall place and maintain Investments. Such Market Practice Report may describe some of the Sovereign Risks outlined above. In addition, the Custodian shall provide the Fund with access to its Global Updates which may describe some timely Sovereign Risks outlined above.
9.3. Limitations on Liability. The Custodian shall not be liable for any loss, claim, damage or
other liability arising from the following causes:
9.3.1 Failure of Third Parties. The failure of any third party including: (a) any issuer of Investments or book-entry or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, Foreign Custody Manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian unless: (a) any such third party is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodians negligence, bad faith or willful misconduct was the direct cause of the failure of the third party or (c) a transaction or other matter between the Custodian and the third party unrelated to the Funds was the cause of the failure of the third party. Under (a), (b) or
(c) the Custodian shall be liable for the failure of such third party.
9.3.2 Information Sources. The Custodian may rely upon information received from issuers of Investments or agents of such issuers, information received from Subcustodians and
from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.
9.3.3 Reliance on Instruction. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund's declaration of trust, certificate of incorporation or by-laws, Applicable Law, or actions by the trustees, directors or shareholders of the Fund. If the Custodian or Subcustodian is aware of any of the above, it shall promptly contact an officer of the Fund.
9.3.4 Restricted Securities.
The limitations inherent in the rights, transferability or
38362-4 11/22/2016
24
similar investment characteristics of a given Investment of the Fund.
10. Indemnification. The Fund hereby indemnifies the Custodian and each Subcustodian, and their
respective agents, nominees and the partners, employees, officers and directors, and agrees to hold each of
them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or
assessed against any of them in connection with the performance of this Agreement and any Instruction
except to the extent that such claim or liability is the result of the negligence, bad faith or willful
misconduct of the Custodian or Subcustodian. If a Subcustodian or any other person indemnified under the
preceding sentence, gives written notice of claim to the Custodian, the Custodian shall promptly give
written notice to the Fund. Not more than thirty days following the date of such notice, unless the
Custodian shall be liable under Section 8 hereof in respect of such claim, the Fund will pay the amount of
such claim or reimburse the Custodian for any payment made by the Custodian in respect thereof.
11. Reports and Records. The Custodian shall:
11.1 create and maintain records relating to the performance of its obligations under this Agreement;
11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and
11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodians negligence, bad faith or willful misconduct.
All such reports and records shall, to the extent applicable, be maintained and preserved in
conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records,
38362-4 11/22/2016
25
howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of
any discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error
within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It
is understood that the Custodian now obtains and will in the future obtain information on the value of
assets from outside sources which may be utilized in certain reports made available to the Fund. The
Custodian deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not
verify nor represent nor warrant as to the accuracy or completeness of such information and accordingly
shall be without liability in selecting and using such sources and furnishing such information as long as the
Custodian has shown due diligence in attempting to receive complete and accurate information.
12. Miscellaneous.
12.1 Proxies, etc. The Fund will promptly execute and deliver, upon request, such
proxies, powers of attorney or other instruments as may be necessary or desirable for the Custodian to
provide, or to cause any Subcustodian to provide, custody services.
12.2 Entire Agreement.
Except as specifically provided herein, this Agreement
constitutes the entire agreement between the Fund and the Custodian with respect to the subject matter
hereof. Accordingly, this Agreement supersedes any custody agreement or other oral or written
agreements heretofore in effect between the Fund and the Custodian with respect to the custody of the
Fund's Investments.
12.3 Waiver and Amendment. No provision of this Agreement may be waived,
amended or modified, and no addendum to this Agreement shall be or become effective, or be waived,
38362-4 11/22/2016
26
amended or modified, except by an instrument in writing executed by the party against which enforcement
of such waiver, amendment or modification is sought; provided, however, that an Instruction shall, whether
or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, be
deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in
accordance therewith.
12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE.
12.5 Notices. Notices and other writings contemplated by this Agreement, other than
Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid,
return receipt requested, (c) by a nationally recognized overnight courier or (d) by facsimile transmission,
provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage
prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:
| If to the Fund: | |
| Vanguard Group | |
| P.O. Box 2600 | |
| Valley Forge, PA 19482 | |
| Attn: | Assistant Treasurer |
| Telephone: | (610) 669-6106 |
| Facsimile | (610) 669-6112 |
| If to the Custodian: | |
| Brown Brothers Harriman & Co. | |
| 40 Water Street | |
| Boston, Massachusetts 02109 | |
| Attn: Manager, Investor Services Department | |
| Telephone: | (617) 772-1818 |
| Facsimile: | (617) 772-2263, |
38362-4 11/22/2016
27
or such other address as the Fund or the Custodian may have designated in writing to the other.
12.6 Headings. Paragraph headings included herein are for convenience of reference
only and shall not modify, define, expand or limit any of the terms or provisions hereof.
12.7 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become effective when one or more
counterparts have been signed and delivered by the Fund and the Custodian.
12.8 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 hereto shall be used by any
other party hereto 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 Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any
Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative
process or otherwise by Applicable Law.
12.9 Counsel. In fulfilling its duties hereunder, the Custodian shall be entitled to
receive and act upon the advice of (i) counsel regularly retained by the Custodian in respect of such
matters, (ii) counsel for the Fund or (iii) such counsel as the Fund and the Custodian may agree upon, with
respect to all matters, and the Custodian shall be without liability for any action reasonably taken or
omitted pursuant to such advice (except to the extent that such action was due to the Custodians
38362-4 11/22/2016
28
negligence, bad faith or willful misconduct).
13. Definitions. The following defined terms will have the respective meanings set forth below.
13.1 Advance shall mean any extension of credit by or through the Custodian or by or through any Subcustodian and shall include amounts paid to third parties for the account of the Fund or in
discharge of any expense, tax or other item payable by the Fund.
13.2 Agency Account shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1.
13.3 Agent shall have the meaning set forth in the last paragraph of Section 6.
13.4 Applicable Law shall mean with respect to each jurisdiction, all (a) laws, statutes,
treaties, regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.
13.5 Authorized Person shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1.
13.6 Book-entry Agent shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.
13.7 Clearing Corporation shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.
13.8 Delegation Agreement shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.
13.9 Foreign Custody Manager shall mean the Funds foreign custody manager appointed pursuant to Rule 17f-5 under the 1940 Act.
13.10 Foreign Financial Regulatory Authority shall have the meaning given by Section 2(a)(50) of the 1940 Act.
13.11 Funds Transfer Services Agreement shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.
13.12 Instruction(s) shall have the meaning assigned in Section 4.
13.13 Investment Advisor shall mean any investment advisor as defined in Section 202(a)(11)
of the Investment Advisors Act of 1940.
13.14 Investments shall mean any investment asset of the Fund, including without limitation
38362-4 11/22/2016
29
securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets.
13.15 Margin Account shall have the meaning set forth in Section 6.4 hereof.
13.16 Principal Account shall mean deposit accounts of the Fund carried on the books of
BBH&Co. as principal in accordance with Section 7.
13.17 Safekeeping Account shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.
13.18 Securities Depository shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the requirements of an "Eligible Securities Depository" as defined in Rule 17f-7 under the 1940 Act.
13.19 Subcustodian shall mean each foreign bank appointed by the Custodian pursuant to Section 8, but shall not include Securities Depositories.
13.20 Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof.
13.21 1940 Act shall mean the Investment Company Act of 1940.
14. Compensation. The Fund agrees to pay to the Custodian for its services under this Agreement
such amount as may be agreed upon in writing from time to time (Fee Schedule).
15. Several Obligations of the Funds: With respect to any obligations of the Funds and their related
accounts arising hereunder, the Custodian shall look for payment or satisfaction of any such obligation
solely to the assets and property of the Fund and such accounts to which such obligation relates as though
each investment company had separately contracted with the Custodian by separate written instrument with
respect to each Fund and its accounts. The Custodian and each Subcustodian realize that the Fund is
comprised of one or more Series. The Custodian and each Subcustodian agree that it will honor and abide
by any and all Instructions or notices which the Custodian or Subcustodian may receive from time to time
from the Fund with respect to designating, marking, allocating or otherwise attributing securities to or for
the benefit of any one Series.
38362-4 11/22/2016
30
16. Termination. This Agreement may be terminated by either party in accordance with the
provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred
or accrued by any party hereto prior to termination of this Agreement shall survive any termination of this
Agreement.
This Agreement may be terminated as to one or more Funds (but less than all the Funds) by
delivery of an amended List of Funds deleting all such Funds, in which case termination as to the deleted
Funds shall take effect sixty days after the date of such delivery. The execution and delivery of an amended
List of Funds which deletes one or more Funds, shall constitute a termination hereof only with respect to
such deleted Funds, shall be governed by the provisions of Section 16.2 as to the identification of a
successor custodian and the delivery of Investments of the Fund so deleted to such successor custodian,
and shall not affect the obligations of the Custodian hereunder with respect to the other Funds set forth in
the List of Funds, as amended from time to time.
16.1 Notice and Effect. This Agreement may be terminated by either party by written notice effective no sooner than sixty days following the date that notice to such effect shall be delivered to other party at its address set forth in paragraph 12.5 hereof.
16.2 Successor Custodian. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund's Investments in accordance with Instructions.
16.3 Delayed Succession. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon ten days written notice to the Fund either (a) deliver the Investments of the Fund held hereunder to the Fund at the address designated for receipt of notices hereunder; or (b) deliver any investments held hereunder to a bank or trust company having a capitalization of $2M USD equivalent and operating under the Applicable law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Fund. In the event that Investments or moneys of the Fund remain in the custody of the Custodian or its Subcustodians after the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent
38362-4 11/22/2016
31
efforts of the Custodian, the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.
38362-4 11/22/2016
32
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of
the date first above written.
By: /s Robert Snowden
Assistant Treasurer
On behalf of the Funds included on the List of Funds attached hereto
BROWN BROTHERS HARRIMAN & CO.
By: /s Stokley P. Towles
Partner
38362-4 11/22/2016
33
LIST OF FUNDS
SCHEDULE TO THE
CUSTODIAN AGREEMENT
BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES (FUNDS)
and BROWN BROTHERS HARRIMAN & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended
Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard Pacific Stock Index Fund
The following series of Vanguard Horizon Funds: Vanguard Global Asset Allocation Fund Vanguard Global Equity Fund
The following series of Vanguard Tax-Managed Funds Vanguard Tax-Managed International Fund
The following series of Vanguard Trustees Equity Fund: Vanguard International Value Fund
Vanguard Variable Insurance Funds-International Portfolio
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name
| and on behalf of such Funds. | |
| FUNDS | BROWN BROTHERS HARRIMAN & CO. |
| By: /s Robert Snowden | By: /s Stokley P. Towles |
| Name: Robert Snowden | Name: Stokley P. Towles |
| Title: Assistant Treasurer | Title: Partner |
38362-4 11/22/2016
34
LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES (FUNDS) and BROWN BROTHERS HARRIMAN & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the Agreement):
The following series of Vanguard Charlotte Funds:
Vanguard Total International Bond Index Fund
The following series of Vanguard Explorer Fund:
Vanguard Explorer Fund
The following series of Vanguard Fenway Funds:
Vanguard Equity Income Fund
The following series of Vanguard Horizon Funds:
Vanguard Global Equity Fund
The following series of 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
The following series of Vanguard Institutional Index Funds: Vanguard Institutional Total Stock Market Index Fund
The following series of 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
The following series of Vanguard Malvern Funds:
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
The following series of Vanguard Montgomery Funds: Vanguard Market Neutral Fund
0368459, v0.2
The following series of Vanguard Morgan Growth Fund: Vanguard Morgan Growth Fund
The following series of Vanguard Specialized Funds: Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund
The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Developed Markets Index Fund Vanguard Tax-Managed Small-Cap Fund
The following series of Vanguard Trustees Equity Fund: Vanguard Diversified Equity Fund Vanguard International Value Fund Vanguard Alternative Strategies Fund
The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Fund
The following series of Vanguard Variable Insurance Funds: Conservative Allocation Portfolio Equity Income Portfolio International Portfolio Moderate Allocation Portfolio Total Stock Market Index Portfolio
The following series of Vanguard Whitehall Funds: Vanguard Mid-Cap Growth Fund Vanguard Emerging Markets Government Bond Index Fund
The following series of Vanguard Windsor Funds: Vanguard Windsor Fund Vanguard Windsor II Fund
0368459, v0.2
The following series of Vanguard World Fund:
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy 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 300 Index Fund
Vanguard Mega Cap 300 Growth Index Fund
Vanguard Mega Cap 300 Value Index Fund
Vanguard Telecommunication Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name
and on behalf of such Funds on
, 2015.
| FUNDS | BROWN BROTHERS HARRIMAN & CO. |
| By: | By:______________________ |
| Name: Jean E. Drabick | Name: |
| Title: Assistant Treasurer | Title: |
0368459, v0.2
AMENDED AND RESTATED CUSTODY AGREEMENT
AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of August 29, 2017 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a Fund), each a statutory trust organized and existing under the laws of the State of Delaware and registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 1940 Act), on behalf of certain of their series (each a Series) having their principal office and place of business at P.O. Box 2600, Valley Forge, Pennsylvania 19482, and The Bank of New York Mellon, a bank organized under the laws of the State of New York and authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (Custodian).
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth each Fund and Custodian, intending to be legally bound hereby, agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the meanings set forth below:
1. Authorized Person shall be any person, whether or not an officer or employee of a Fund, duly authorized to execute any Certificate or to give any Instructions or Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate as may be received by Custodian from time to time.
2. Autofax shall mean an unsigned hard copy facsimile generated by a Funds computer system and transmitted to Custodian.
3. BNY Affiliate shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.
4. Book-Entry System shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
5. Business Day shall mean any day on which Custodian, Book-Entry System and relevant Depositories are open for business:
6. Certificate shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person of the Fund or a person reasonably believed by Custodian to be an Authorized Person.
7. Composite Currency Unit shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.
8. Confidential Information means, with respect to a party, any and all oral or written information, in whatever kind and in whatever form, of such party and/or of third parties in the possession of such party that is furnished, disclosed or otherwise made available to the other party in connection with
this Agreement and: (i) which a reasonably prudent business person would regard as being treated as secret by such party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy), or (ii) that is designated by such party as confidential, restricted, or proprietary, or with a similar designation; including, without limitation, any past, present or future business and business activities, financial or technical information (including portfolio holdings information and transaction information); products, services, research and development; processes, techniques; designs; financial planning practices; client information (including clients identities and any client related data or information); and marketing plans. With respect to a Fund or its affiliates, Confidential Information shall also include the Personal Information of any shareholders, customers, partners, employees, trustees, and officers of the Fund or its affiliates. The term Personal Information shall mean (i) an individuals name (first initial and last name or first name and last name) plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport identification number, or (g) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. Confidential Information shall not include any information that (i) is publicly available when disclosed by a party or thereafter becomes publicly available other than through a breach of this Agreement, (ii) was in the possession of the receiving party prior to its disclosure by the disclosing party and was not the subject of a pre-existing confidentiality obligation, (iii) is lawfully disclosed to the receiving party on a non-confidential basis by a third party who is not under a duty of confidentiality to the disclosing party, or (iv) is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties hereto, or by judicial or administration process or otherwise by applicable law.
9. Depository shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the SEC identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.
10. Foreign Depository shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the 1940 Act, identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.
11. Instructions shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, dedicated transmission lines, telex, Autofax or such other methods that may be agreed to by the Funds and Custodian from time to time.
12. Oral Instructions shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.
13. Securities shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or Foreign Depository or by a Subcustodian).
14. Series shall mean the various portfolios, if any, of a Fund listed on Schedule II hereto, and if none are listed references to Series shall be references to the Fund.
15. Subcustodian shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located within or outside the U.S. that is eligible to serve as a custodian pursuant to the 1940 Act and the rules thereunder (with respect to foreign Subcustodians, the
Schedule II-2
reference to eligibility to serve pursuant to the 1940 Act and the rules thereunder shall apply if Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5 under the 1940 Act (Rule 17f-5)), which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to a Fund from time to time, and their respective successors and nominees.
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. This Agreement amends and restates the Amended and Restated Custody Agreement dated as of June 19, 2001 between each open-end management investment company listed on Schedule II thereto (as amended from time to time) and The Bank of New York (the Prior Agreement), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. For clarity, matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement. For further clarity, the continuation of amendments to and other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such amendments and agreements to the Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
2. (a) Each Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an Account; collectively, the Accounts) shall be in the name of the Fund on behalf of the relevant Series. Except as precluded by Section 8-501(d) of the Uniform Commercial Code (UCC), Custodian shall hold all Securities and other financial assets, other than cash, of a Series that are delivered to it in a securities account with Custodian for and in the name of such Series and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.
(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as a Fund and Custodian may reasonably agree upon (each a Special Account), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.
(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as a Fund and Custodian shall reasonably agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions. Custodian shall upon receipt of a Certificate or Instructions on behalf of each applicable Series, establish and maintain a segregated account or accounts for and on behalf of each such Series, into which account or accounts may be transferred cash, securities, or other assets of the Series and collateral provided to the Series by its counterparties, including securities maintained in an account by Custodian (1) in accordance with the provisions of any agreement among a Fund on behalf of a Series, Custodian and a broker dealer registered under the Securities Exchange Act of 1934, as amended and a member of the Financial Industry Regulatory Authority relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or
Schedule II-3
organizations, regarding escrow or other arrangements in connection with transactions by the Series, (2) in accordance with the provisions of any agreement among a Fund, on behalf of a Series, Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the Commodity Futures Trading Commission or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Series, (3) for purposes of segregating cash or government securities in connection with options purchased, sold or written by a Series or commodity futures contract options thereon purchased or sold by a Series, (4) for the purposes of compliance by a Series with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (5) for any other purpose in accordance with a Certificate or Instructions and as agreed by the parties.
3. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by such Fund, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board of trustees, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;
(d) It will not use the services provided by Custodian hereunder in any manner that is,
or will result in, a violation of any law, rule or regulation applicable to the Fund;
(e) Its board of trustees or its foreign custody manager, as defined in Rule 17f-5 under the 1940 Act, has determined that use of each Subcustodian (including any Replacement Custodian) and each Depository which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the 1940 Act and Rules 17f-4 or 17f-5 thereunder, as the case may be; (f) Upon receiving from Custodian an initial analysis of and information concerning changes in the custody risks associated with maintaining assets at a Foreign Depository, the Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the 1940 Act; (g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by the
Schedule II-4
Fund, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, acknowledges and agrees that Instructions need not be reviewed by Custodian if such Instructions require authentication codes and have such codes, acknowledges and agrees the same may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given; (h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the 1940 Act; (i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the 1940 Act; (j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and (k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right or prior claim of any other person or entity (except as otherwise provided by law), such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith (except as otherwise provided by law).
4. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodians request a Form FR U-l (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.
5. Custodian hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each receipt of a Certificate or each receipt of Oral Instructions or Instructions by Custodian, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and (d) It will not provide services hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Custodian.
Schedule II-5
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities and cash received by it from time to time for such Funds account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection (e) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodians or a BNY Affiliates agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depository or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to each Fund and their Series, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the Replacement Subcustodian). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Funds board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 1940 Act and Rule 17f-5 thereunder.
(b) Custodian may employ one or more Subcustodians located in the United States for a Fund, but only in accordance with applicable law and upon receipt of written approval from the Fund. The approval of a particular Subcustodian by the Fund shall not limit Custodians liability with respect to the use of the Subcustodian under this Agreement.
(c) With respect to Losses (as defined below) incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodians provision of sub-custody services in a market listed in Schedule III hereto, Custodian will be liable for such Losses to the same extent as if such action or omission was performed by Custodian itself, unless a higher standard of care is required by law, rule, or regulation, in which case the higher standard of care will apply. Custodian shall take full responsibility for, and shall indemnify the Fund from and against, any Losses incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodians provision of sub-custody services in a market listed in Schedule III hereto to the same extent as if such action or omission was performed by Custodian itself, or the insolvency of any Subcustodian that is a BNY Affiliate, and Custodian shall promptly reimburse the Fund in the amount of any such Losses. Where Custodian no longer maintains any client assets with a Subcustodian in a market listed in Schedule III or where Custodian intends to remove all client assets from all Subcustodians in a market listed in Schedule III, Custodian may remove that market from the list in Schedule III upon prior notice to the applicable Fund. In all other circumstances, Custodian may not remove a market listed in Schedule III without prior agreement of the applicable Fund.
(d) Assuming that Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5, unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold such Series Foreign Assets (as defined in Rule 17f-5) indirectly through a Subcustodian only if Custodian determines that (1) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Subcustodian, after considering all factors relevant to the safekeeping of such assets, including, without
Schedule II-6
limitation the factors specified in Rule 17f-5(c)(1); and (2) the contract governing the foreign custody arrangements with such Subcustodian selected by Custodian will satisfy the requirements of Rule 17f-5(c)(2), including but not limited to: (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of cash or value other than for safe custody or administration.
(e) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund or the Funds investment adviser of any material change in such risks. Each Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall include information concerning, but no evaluation of, Country Risks. As used herein the term Country Risks shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such countrys prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such countrys regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
2. Promptly after the close of business on each Business Day or the next Business Day in the
case of a Subcustodian or Foreign Depositary, or in accordance with practices in the related local market, Custodian shall furnish each Fund with confirmations and a summary, on a per Series basis, of all transfers to or from the Accounts, either hereunder or with any Subcustodian appointed in accordance with this Agreement during said day. Where Securities are transferred to an Account for a Series, Custodian shall also by book-entry or otherwise identify as belonging to such Series a quantity of Securities in a fungible bulk of Securities registered in the name of Custodian (or its nominee) or shown on Custodians account on the books of the Book-Entry System or a Depository. At least monthly and from time to time, Custodian shall furnish each Fund with a detailed statement, on a per Series basis, of the Securities and cash held by Custodian for such Fund.
3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary: (a) Collect and receive all income and other payments and in this regard Custodian shall promptly notify a Fund in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio Securities or other assets of a Series is not received by Custodian when due. In the event that extraordinary measures are required to collect such income, a Fund and Custodian shall consult as to such measures and as to the compensation and expenses of Custodian relating to such measures; (b) Give notice to each Fund and present payment and collect the amount payable upon such Securities that are called, but only if either (i) Custodian receives a written notice of such call, or (ii) notice of such call appears in or is received from a nationally recognized bond or corporate action service to which Custodian subscribes; (c) Unless otherwise instructed by a Fund, Custodian shall retain in the appropriate account any stock dividends, subscription rights and other non-cash distributions on the Securities, or the
Schedule II-7
proceeds from the sale of any distributions. Custodian shall notify a Fund upon the receipt of any non-cash item.
(d) Present for payment and collect the amount payable upon all Securities which may mature, promptly deposit or withdraw such proceeds as designated therein and advise each Fund as promptly as practicable of any such amounts due but not paid;
(e) Surrender Securities in temporary form for definitive Securities;
(f) Forward to each Fund copies of all information or documents that it may actually
receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities; (g) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (h) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and
(i) Endorse for collection checks, drafts or other negotiable instruments.
4. (a) Custodian shall notify each Fund of rights or discretionary actions with respect to
Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken (each a Notice and collectively Notices), provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes (each a Notice Provider and collectively Notice Providers), timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of Notices, Custodian shall have no liability for failing to so notify a Fund except as provided in the last sentence of this paragraph or as otherwise specifically agreed by Custodian in writing in an amendment to or other document separate from this Agreement. Custodian shall use reasonable care in forwarding such Notice to the relevant Fund. Custodian shall use reasonable care in the selection of a Notice Provider other than a Foreign Depository. To the extent an officer of the Custodian, with working knowledge of the Accounts, has actual knowledge that a Notice Provider has failed to provide Notices to the Custodian, the Custodian shall use reasonable care to obtain a mailing of such Notice from such Notice Provider or except in the case of a Foreign Depository use an alternative Notice Provider.
(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on a Fund or provide for discretionary action or alternative courses of action by a Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Funds Certificate or Instructions at Custodians offices, addressed as Custodian may from time to time request, at such date or time as Custodian may specify to the Fund. Absent Custodians timely receipt of such Certificate or Instructions Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
5. Custodian shall perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels that may be agreed upon by the parties in writing from
Schedule II-8
time to time. If Custodian fails to satisfy any service level that has been designated as critical, Custodian will be required to pay the Fund agreed upon credit amounts, if any.
6. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodians only duty shall be to mail to the Funds any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodians only duty shall be to provide the Funds with access to a provider of global proxy services at a Funds request. The Fund using the services shall be responsible for all associated costs.
7. Custodian shall promptly advise a Fund upon Custodians actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
8. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.
9. Each Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (Taxes), with respect to any cash or Securities held on behalf of such Fund or any transaction related thereto. Each Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of a Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of information provided by a Fund on any forms or documentation provided by the Fund to Custodian hereunder. Each Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of
Schedule II-9
information provided by a Fund on any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of such Fund, its successors and assigns notwithstanding the termination of this Agreement.
10. (a) Upon receipt of a proper Certificate or proper Instructions in a format agreeable to the applicable Fund and Custodian, Custodian shall facilitate the processing and settlement of foreign exchange transactions for such Fund. For the purpose of settling Securities and foreign exchange transactions, each Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, sufficient immediately available funds shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency to settle the transaction. Custodian shall provide each Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as a Fund may specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. Each Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Funds. Each Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.
(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. Each Fund understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide pricing information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Subject to the immediately following sentence, Custodian is entitled to rely without investigation on the accuracy and completeness of pricing and other information provided to Custodian by a Fund or third party. Nevertheless, Custodian shall be liable for the performance of any vendor selected by Custodian that is a BNY Affiliate to the same extent as Custodian would have been liable if it performed such services itself.
11. Custodian shall promptly send to a Fund (a) any reports it receives from a Depository on such Depositorys system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.
12. Subject to Article III, Section 4(a), Custodian shall transmit promptly to a Fund for each Series all written information received by Custodian from issuers of the Securities and other financial assets being held for the Series, including among other things, maturities of domestic securities and notices of exercise of call and put options. Also subject to Article III, Section 4(a), Custodian shall transmit promptly to the Fund all written information received by Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. Custodian shall transmit promptly to the Fund for each Series all written information received by Custodian regarding any class action or other collective litigation relating to Securities or other financial assets issued in the United States and then held, or previously held, during the relevant class action period
Schedule II-10
during the term of this Agreement by Custodian for the account of a Fund for a Series, including, but not limited to, opt-out notices and proof-of-claim forms.
13. Custodian will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Custodian, that contains reasonable and appropriate security measures designed to safeguard the Confidential Information of a Fund that Custodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Custodian will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to: (i) ensure the security and confidentiality of all Confidential Information of a Fund that Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such Confidential Information; (iii) protect against unauthorized access to or use of such Confidential Information; (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches; and (v) ensure appropriate disposal of such Confidential Information.
Custodian will monitor and review its information security program and revise it, as necessary and in its sole discretion, to address as it deems necessary any reasonably foreseeable and applicable legal and regulatory requirements. Custodian shall periodically test and audit its information security program.
Custodian shall respond to the Funds reasonable requests for information concerning Custodians information security program and once each calendar year, upon request, Custodian will permit authorized representatives of the Funds to review, at Custodians site, its applicable policies and procedures to the extent it is able to do so without divulging sensitive, proprietary, or Custodian Confidential Information. Upon reasonable request, Custodian shall discuss with the Funds the information security program of Custodian. Custodian also agrees, when requested but not more frequently than once per year, to complete any reasonable security questionnaire regarding Custodians information security program provided by the Funds and return it in a commercially reasonable period of time. The parties may also agree upon other matters relating to access management and information security which the parties consider to be appropriate from time to time.
Custodian shall: (i) promptly notify a Fund of any unauthorized access to Confidential Information of the Fund in the possession or control of Custodian (Breach of Security); (ii) promptly furnish to the relevant Fund full details of such Breach of Security to the extent it is available and not privileged information or part of an investigation; (iii) provide reasonable cooperation to a Fund in any litigation and investigation of third parties deemed necessary by the Fund to protect its proprietary and other rights; (iv) take all reasonable and appropriate action to end the Breach of Security and to mitigate any continuing or future harm to a Fund resulting from the Breach of Security, and (v) use reasonable precautions to prevent a recurrence of a Breach of Security. This provision will survive termination or expiration of this Agreement for so long as Custodian or any Subcustodian continues to possess or have access to Confidential Information of a Fund. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.
14. Custodian has and shall maintain business continuation and disaster recovery plans with respect to its global custody business, which, in the event of a significant business disruption affecting Custodian (which could include a Force Majeure Event as defined below), will be designed to ensure the continued processing capability and availability of the services provided by Custodian under this Agreement without undue delay or disruption. Custodian shall update and test the operability of such plans at least annually. On an annual basis, Custodian shall, upon reasonable request, meet with the Funds to review any business continuation and disaster recovery plans of Custodian relevant to the services provided by Custodian under this Agreement. Custodian represents that its business continuation and disaster
Schedule II-11
recovery plans are appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.
15. Each Fund represents that it maintains compliance policies and procedures reasonably designed to prevent the Fund from violating any applicable laws, rules, regulations, executive orders or requirements administered by any governmental authority of the United States (including the U.S. Office of Foreign Assets Control) concerning economic sanctions. Unless otherwise prohibited, a Fund will promptly provide to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 15, including information regarding its Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 15. If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will inform the Fund as soon as reasonably practicable.
16. Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Fund. Accordingly, prior to opening an Account hereunder, Custodian will ask the Fund to provide certain information including, but not limited to, the Funds name, physical address, tax identification number and other information that will help Custodian to identify and verify the Funds identity, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each Fund agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Funds identity in accordance with Custodians CIP.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.
2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodians acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct.
3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment
Schedule II-12
therefor. All such credits shall be conditional until Custodians actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be final until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the cash held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate Account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum agreed by such Fund and Custodian from time to time, or, in the absence of an agreement, at the rate ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to such Securities of such Series as shall have a fair market value equal to the aggregate amount of all overdrafts of, or advances to, such Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding. The Fund authorizes Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series credit on Custodians books; provided, however, that Custodian shall provide the Fund with two (2) business days advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and other assets are to be used to set off the outstanding balance. For avoidance of doubt, the provisions of this Section do not apply to any amounts owed to Custodian pursuant to any other Section of this Agreement, including, in particular, any amounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.
2. If a Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the 1940 Act and the Funds prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all
Schedule II-13
rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities. In this event, Custodian shall notify the Fund that the Securities were not delivered, and the information that the Fund failed to specify in the Certificate.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever a Fund shall sell any shares issued by the Fund (Shares) it shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the amount of cash and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.
2. Upon receipt of such cash from a Funds transfer agent, Custodian shall credit such cash to an Account in the name of the Series for which such cash was received.
3. Except as provided hereinafter, whenever a Fund desires Custodian to make payment out of the cash held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate, Instructions or Oral Instructions out of the cash held in an Account of the appropriate Series.
4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by a Fund, Custodian, unless otherwise instructed by a Certificate or Instructions (or if agreed between the Fund and Custodian Oral Instructions) shall, upon presentment of such check, charge the amount thereof against the cash held in the Account of the Series of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever a Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions, Oral Instructions (if agreed between the Fund and Custodian) or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
2. Upon the payment date specified in such Instructions, Oral Instructions or Certificate, Custodian shall pay out of the cash held for the Account of such Series the total amount payable to the dividend agent of the Fund with respect to the Series specified therein.
Schedule II-14
ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) Custodian shall exercise such good faith, reasonable care, diligence and prudence as a professional custodian would exercise under the facts and circumstances and to act without negligence, fraud, bad faith, or willful misconduct in carrying out the duties and obligations set forth in this Agreement, unless a higher standard of care is required by law, rule, or regulation, in which case such higher standard of care will apply. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys and accountants fees (collectively, Losses), incurred by or asserted against a Fund, except those Losses arising out of Custodians own negligence, bad faith or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories, or, except to the extent such action or inaction is a direct result of Custodians failure to fulfill its duties hereunder, of any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian, Depository, or Foreign Depository, Custodian shall take appropriate action to recover such Losses from such Subcustodian, Depository, or Foreign Depository; and with regard to a Depository or Foreign Depository or with regard to a Loss relating to the Subcustodians provision of sub-custody services in a market other than one listed in Schedule III hereto, Custodians sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian, Depository or Foreign Depository (exclusive of costs and expenses incurred by Custodian), except to the extent that (A) Custodians negligence, bad faith or willful misconduct is the direct cause of such Subcustodian, Depository or Foreign Depositorys act or omission (it being agreed that Custodians decision to use any such Subcustodian, Depository or Foreign Depository shall not constitute negligence, bad faith or willful misconduct), or (B) a transaction or other matter between Custodian and such Subcustodian, Depository or Foreign Depository in which Custodian acts with negligence, fraud, bad faith, or willful misconduct and which is unrelated to the Fund was the cause of the loss or damage, in each of which events, Custodian shall be liable for such Losses. At a Funds election and to the extent practicable under the circumstances and allowable under the applicable agreement and/or the law pursuant to which such agreement is construed, a Fund shall be subrogated on behalf of its Series to the rights of Custodian with respect to any claims against a Depository or Foreign Depository or against a Subcustodian with respect to the provision of sub-custody services in a market other than one listed in Schedule III hereto as a consequence of any Losses if and to the extent that such Series has not been made whole for any Losses within a reasonable period of time by such Subcustodian, Depository or Foreign Depository. Upon the occurrence of any event that causes or may cause any Losses to a Fund, Custodian shall (i) promptly notify the Fund of the occurrence of such event and (ii) take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund.
(b) Provided Custodians actions or omissions are without gross negligence, fraudulent conduct, bad faith, or willful misconduct, Custodian shall not be liable to a Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. In addition, neither Custodian nor any Subcustodian shall be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions requiring authentication codes if such Instructions have authentication codes without reviewing the same; (iii) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 3(i) of Article II hereof; (iv) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (v) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of Custodians failure to fulfill its duties
Schedule II-15
hereunder, any Foreign Depository; or (vi) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the Account of the Fund, and Custodian may treat any Account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies. Provided that Custodian shall maintain an information security program as set forth in Article III, Section 13, and business continuation and disaster recovery procedures as set forth in Article III, Section 14, Custodian shall not be liable for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (Force Majeure Event). Custodian shall endeavor to promptly notify the Funds when it becomes aware of any situation outlined above, but shall not be liable for a failure to do so. The Funds shall not be responsible for temporary delays in the performance of their duties and obligations hereunder and correspondingly shall not be liable for any Losses attributable to such delay in consequence of an event as described above affecting the Funds principal place of business operations or administration.
(c) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. With respect to Losses incurred by a Fund as a result of an action or omission of a BNY Affiliate, Custodian will be liable for such Losses to the same extent that Custodian would be liable under the Agreement if the applicable action or omission was that of Custodian.
(d) The Funds agree to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodians performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Funds shall not indemnify Custodian for those Losses arising out of Custodians own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of each Fund, their successors and assigns, notwithstanding the termination of this Agreement.
(e) Without limiting any provisions of Article III, Section 1, Custodian agrees to indemnify each Fund against and hold each Fund harmless from and against any and all direct damages sustained or incurred because of or in connection with this Agreement; provided however, that Custodian shall only indemnify the Funds for those direct damages arising out of the negligence, bad faith or willful misconduct of Custodian, or any affiliate of Custodian or any BNY Affiliate. This indemnity shall be a continuing obligation of Custodian, its successors and assigns, notwithstanding the termination of this Agreement.
2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for (except to the extent that either (a) or (b) involves Custodians negligence, bad faith or willful misconduct):
Schedule II-16
(a) Any Losses incurred by a Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market; (b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor; (c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor; (d) The legality of the declaration or payment of any dividend or distribution by a Fund; (e) The legality of any borrowing by a Fund; (f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate collateral for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due; (g) The sufficiency or value of any amounts of cash and/or Securities held in any Special Account in connection with transactions by a Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodians receipt or non-receipt of any such payment except that Custodian shall as promptly as practical under the circumstances notify a Fund of any difference between the amount the Fund has specified in a Certificate or Instructions as the amount to be received and the amount Custodian actually receives or does not receive; or (h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by a Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.
3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel at its own expense (without limiting Article VIII, Section 1(d)) and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice provided that Custodian has selected and retained such counsel using reasonable care and any action taken pursuant to the advice must be consistent with Custodians responsibilities under this Agreement.
4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment, unless and until (i) it shall
Schedule II-17
be directed to take such action by a Certificate or Instructions and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action except that Custodian shall as promptly as practical under the circumstances notify the affected Fund in writing of such default or refusal to pay.
5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.
6. Each Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at agreed rates for such services as may be applicable.
7. In addition to, and not as a limitation of, Custodians rights under Section 1 of Article V, Custodian has the right to debit a cash account in advance for any amount payable by a Fund in connection with any and all obligations of the Fund to Custodian, provided Custodian has given the Fund at least two (2) business days prior notice of such debit during which time the Fund shall be entitled to determine the priority order in which any cash accounts are to be debited.
8. Each Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Each Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. Under either of the two foregoing circumstances, Custodian shall promptly notify the Fund. If a Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Funds use thereof shall be subject to the terms and conditions contained in a separate written agreement.
9. The books and records pertaining to a Fund which are in possession of Custodian shall be the property of such Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and the rules thereunder and other applicable securities laws, rules and regulations. The Fund, or its authorized representatives (including the Funds independent public accountants), shall have access to such books and records during Custodians normal business hours. Upon the reasonable request of a Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative (including the Funds independent public accountants). Upon the reasonable request of a Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.
10. Upon reasonable request of a Fund, Custodian shall provide the Fund with a copy of Custodians Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C Section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or successor governing standard). In addition, from time to time as reasonably requested, Custodian will furnish the Fund a gap or bridge letter that will address any material changes that might have occurred in Custodians controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request of the Fund, Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.
Schedule II-18
11. In addition, Custodian shall cooperate with and promptly supply necessary information reasonably requested to any entity or entities appointed by a Fund to keep its books of account and/or compute its net asset value. Custodian shall take all such reasonable actions as a Fund may from time to time request to enable a Fund to obtain, from year to year, favorable opinions from a Funds independent accountants with respect to Custodians activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
12. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. Custodian shall provide each Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as a Fund may reasonably request from time to time.
13. Neither Custodian nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement.
ARTICLE IX
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not take effect sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Series and not sooner than one hundred twenty (120) days after the date of such delivery or mailing if termination is being sought by the Custodian. A Fund may immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of the Agreement with respect to any one particular Fund or Series shall in no way affect the rights and duties under the Agreement with respect to any other Fund or Series. In the event such notice is given by either party, the Fund shall designate a successor custodian or custodians on or before the termination date. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $25,000,000 aggregate capital, surplus and undivided profits, as shown by its last published report, and which shall be satisfactory to the Funds. Upon the date set forth in such notice, this Agreement shall terminate with respect to the affected Fund(s), and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and cash then owned by the Fund(s) and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled, provided that the Fund shall be entitled to determine the reasonable priority order in which the cash or other assets of any Series are to be deducted by the Custodian to obtain reimbursement.
2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and cash then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
Schedule II-19
3. In the event of any termination of this Agreement for any reason whatsoever, Custodian shall, for a period of up to one hundred twenty (120) days after termination of the Agreement, (i) continue to provide all or part of the services under this Agreement if requested by the Fund, which services shall be subject to the terms and conditions of this Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to the Fund or any successor custodian all assistance reasonably requested to enable the Fund or the successor custodian to commence providing services similar to those under this Agreement; and (iii) subject to the same limitations in place during the term of this Agreement, provide the Fund with access to all records in the possession of Custodian relating to the Fund which belong to the Fund and which are required to be maintained pursuant to the 1940 Act.
4. In connection with any termination of this Agreement for any reason whatsoever, the parties shall promptly develop a transition plan setting forth a reasonable timetable for the transition and describing the parties respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.
5. If Custodian is prevented from carrying out its obligations under this Agreement as a result of any Force Majeure Event for a period of thirty (30) days, a Fund may terminate this Agreement by giving Custodian not less than thirty (30) days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
ARTICLE X
MISCELLANEOUS
1. Each Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates, Instructions or Oral Instructions of such present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 225 Liberty Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at Attn.; Chief Financial Officer, The Vanguard Group, Inc., 400 Devon Park Drive, A29, Wayne, Pennsylvania 19087, or at such other place as the Fund may from time to time designate in writing.
4. Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Schedule III hereto may be made as provided in Article III, Section 1(c). This Agreement shall extend to and shall be binding upon the parties
Schedule II-20
hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a federal court situated in New York City, New York in connection with any dispute arising hereunder. Each Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Each Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
7. This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of such Funds; further, the assets of a particular Series of such Fund shall under no circumstances be charged with liabilities attributable to any other Series of such Fund and that all persons extending credit to, or contracting with or having any claim against a particular Series of such Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.
8. Each party hereto agrees that it shall treat confidentially the terms and conditions of this Agreement and all Confidential Information of any other party. Subject to the terms of this Agreement, all Confidential Information of a party hereto shall not be used by any other party hereto except solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party. Custodian may disclose a Funds Confidential Information to Custodians affiliates, legal counsel, consultants, accountants, agents, or service providers (i) who have a business need to know such Confidential Information solely for purposes of carrying out services with respect to the Funds in connection with this Agreement, and (ii) who are subject to fiduciary, professional, or contractual obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein, and as otherwise required by law or legal process (each such recipient being a Custodian Agent). Custodian shall remain ultimately responsible for any impermissible or unlawful use, disclosure, or distribution of a Funds Confidential Information by Custodian Agents.
9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
Schedule II-21
SCHEDULE II AMENDMENT #1
The following is an amended and restated Schedule II (Amendment) to the Amended and Restated Custody Agreement, dated as of August 29, 2017 (the Agreement), by and between The Bank of New York Mellon (Custodian) and each open-end management investment company listed on this Schedule II (each, a Fund). This Amendment serves to update Schedule II. Custodian and the Funds agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.
Schedule II is amended as follows: Vanguard Admiral Funds
Vanguard Treasury Money Market Fund/23-2696041
Vanguard Chester Funds
Vanguard PRIMECAP Fund/23-2311358
Vanguard CMT Funds
Vanguard Market Liquidity Fund/20-0961056
Vanguard Fenway Funds
Vanguard PRIMECAP Core Fund/20-1689237
Vanguard Fixed Income Securities Funds
Vanguard Intermediate-Term Investment-Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short-Term Investment-Grade Fund/23-2439153 Vanguard Short-Term Federal Fund/23-2483049 Vanguard Short-Term Treasury Fund/23-2659567
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small-Cap Equity Fund/20-4234046
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Emerging Markets Bond Fund
Vanguard Money Market Reserves
Vanguard Prime Money Market Fund/23-6607979 Vanguard Federal Money Market Fund/23-2439136
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873
Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415
Vanguard Trustees Equity Fund
Vanguard Emerging Markets Select Stock Fund/45-1137578
Vanguard Variable Insurance Funds Capital Growth Portfolio/55-0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135
Short-Term Investment-Grade Portfolio/23-2980466
Vanguard Wellington Funds
Vanguard U.S. Multifactor Fund/82-3636503 Vanguard U.S. Liquidity Factor ETF/82-3549793 Vanguard U.S. Minimum Volatility ETF/82-3575034 Vanguard U.S. Momentum Factor ETF/82-3594286 Vanguard U.S. Multifactor ETF/82-3607687 Vanguard U.S. Quality Factor ETF/82-3660611 Vanguard U.S. Value Factor ETF/82-3666894
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733
Vanguard International Dividend Appreciation Index Fund/47-5192304 Vanguard International High Dividend Yield Index Fund/47-5195802
(Rest of page left intentionally blank)
| AGREED TO as of January11, 2018 BY: | ||
| The Bank of New York Mellon | Each of the Open-End Management | Investment |
| Companies Listed on Schedule II Hereto | ||
| By: | By: | |
| Name: | Name: Thomas J. Higgins | |
| Title: | Title: Chief Financial Officer | |
| SCHEDULE III | ||
| Argentina | Ireland | Slovenia |
| Australia | Israel | South Africa |
| Austria | Italy | South Korea |
| Bahrain | Japan | Spain |
| Bangladesh | Jordan | Sri Lanka |
| Belgium | Kazakhstan | Swaziland |
| Bermuda | Kenya | Sweden |
| Botswana | Kuwait | Switzerland |
| Brazil | Latvia | Taiwan |
| Bulgaria | Lebanon | Thailand |
| Canada | Lithuania | Tunisia |
| Cayman Islands | Luxembourg | Turkey |
| Channel Islands | Malaysia | Uganda |
| Chile | Malta | Ukraine |
| China Shanghai | Mauritius | United Arab Emirates |
| China Shenzhen | Mexico | United Kingdom |
| Colombia | Morocco | United States |
| Costa Rica | Namibia | Uruguay |
| Croatia | Netherlands | Venezuela |
| Cyprus | New Zealand | Vietnam |
| Czech Republic | Nigeria | Zambia |
| Denmark | Norway | Zimbabwe |
| Egypt | Oman | |
| Estonia | Pakistan | |
| Euromarket | Peru | |
| Finland | Philippines | |
| France | Poland | |
| Germany | Portugal | |
| Ghana | Qatar | |
| Greece | Romania | |
| Hong Kong | Russia | |
| Hungary | Saudi Arabia | |
| Iceland | Serbia | |
| India | Singapore | |
| Indonesia | Slovak Republic | |
Schedule III-1
AMENDED AND RESTATED MASTER CUSTODIAN AGREEMENT
This Agreement is made as of September 15, 2017 by and among each management investment company identified on Appendix A hereto (each such management investment company made subject to this Agreement in accordance with Section 19.5 below, shall hereinafter be referred to as the Fund), and 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;
Information Classification: Limited Access
2
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;
Information Classification: Limited Access
3
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
Information Classification: Limited Access
4
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
Information Classification: Limited Access
5
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
Information Classification: Limited Access
6
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:
Information Classification: Limited Access
7
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.
Information Classification: Limited Access
8
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
Information Classification: Limited Access
9
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
Information Classification: Limited Access
10
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
Information Classification: Limited Access
11
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
Information Classification: Limited Access
12
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.
Information Classification: Limited Access
13
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
Information Classification: Limited Access
14
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
Information Classification: Limited Access
15
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.
Information Classification: Limited Access
16
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
Information Classification: Limited Access
17
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
Information Classification: Limited Access
18
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
Information Classification: Limited Access
19
(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
Information Classification: Limited Access
20
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.
Information Classification: Limited Access
21
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
Information Classification: Limited Access
22
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)
Information Classification: Limited Access
23
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.
Information Classification: Limited Access
24
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.
Information Classification: Limited Access
25
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
Information Classification: Limited Access
26
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;
Information Classification: Limited Access
27
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
28
| 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
Information Classification: Limited Access
29
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.]
Information Classification: Limited Access
30
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-Allee16-24 | |
| 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 | \ancová1/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-Strasse80-82 | |
| 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
(scheduled update frequency)
The Guide to Custody in World Markets
(regular my.statestreet.com updates)
Global Custody Network Review
(updated annually on my.statestreet.com)
Securities Depository Review
(updated annually on my.statestreet.com)
Global Legal Survey
(updated annually on my.statestreet.com)
Subcustodian Agreements
(available on CD-ROM annually)
Global Market Bulletin
(daily or as necessary via email and on my.statestreet.com)
Foreign Custody Risk Advisories
(provided as necessary and on my.statestreet.com)
Foreign Custody Manager Material Change Notices
(quarterly or as necessary and on my.statestreet.com)
Brief Description
An overview of settlement and safekeeping procedures, custody practices, and foreign investor considerations for the markets in which State Street offers custodial services.
Information relating to Foreign Subcustodians in State Streets Global Custody Network. The Review stands as an integral part of the materials that State Street provides to its U.S. mutual fund clients to assist them in complying with SEC Rule 17f-5. The Review also gives insight into State 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.
Custody risk analyses of the Foreign Securities Depositories presently operating in Network markets. This publication is an integral part of the materials that State Street provides to its U.S. mutual fund clients to meet informational obligations created by SEC Rule 17f-7.
With respect to each market in which State Street offers custodial services, opinions relating to whether local law restricts: (i) access of a 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.
Copies of the contracts that State Street has entered into with each Foreign Subcustodian that maintains U.S. mutual fund assets in the markets in which State Street offers custodial services.
Information on changing settlement and custody conditions in markets where State Street offers custodial services. Includes changes in market and tax regulations, depository developments, dematerialization information, as well as other market changes that may impact State Streets clients.
For those markets where State Street offers custodial services that exhibit special risks or infrastructures impacting custody, State Street maintains market advisories to highlight those unique market factors which might impact our ability to offer recognized custody service levels.
Informational letters and accompanying materials, pursuant to our role as Foreign Custody Manager, confirming State Streets foreign custody arrangements, including a summary of material changes with Foreign Subcustodians that have occurred during the previous quarter. The notices also identify any material changes in the custodial risks associated with maintaining assets with Foreign Securities Depositories.
Please contact [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
FIFTH AMENDED AND RESTATED FUNDS SERVICE AGREEMENT
This Fifth Amended and Restated Funds Service Agreement, made as of the 8th day of June, 2009 (the Agreement), between and among the investment companies registered under the Investment Company Act of 1940 (1940 Act), whose names are set forth on the signature page of this Agreement, which together with any additional investment companies which may become a party to this Agreement pursuant to Section 5.4 and 5.5 are collectively called the Funds; and The Vanguard Group, Inc., a Pennsylvania corporation (Service Company).
Whereas, each of the Funds has heretofore determined (as evidenced by, among many documents, prior versions* of this Agreement (the Prior Agreements), and by prospectuses and proxy statements of the Funds related thereto): (i) to manage and perform the corporate management, administrative and share distribution functions required for its continued operation, (ii) to create a structure which enhances the independence of the Funds from the providers of external services, (iii) to share, on an equitable and fair basis, with all of the other Funds the expenses of establishing the means to accomplish these objectives at the lowest reasonable cost; and Whereas, each of the Funds: (i) has heretofore determined that these objectives can best be accomplished by establishing a company: (a) to be wholly-owned by the Funds; (b) to provide corporate management, administrative, and distribution services, and upon the reasonable request of any Fund to provide other service to such Fund at cost; (c) to employ the executive, managerial, administrative, secretarial and clerical personnel necessary or appropriate to perform such services; and (d) to acquire such assets and to obtain such facilities and equipment as are necessary or appropriate to carry out such services, and to make those assets available to the Funds; and (ii) since May 1, 1975 (or the commencement of its operations after this date) has utilized Service Company, pursuant to the provisions of the Prior Agreements; and Whereas, each of the Funds has further heretofore recognized that it may, from time to time, be in the best interests of the Funds (i) for Service Company to provide similar services to investment companies other than the Funds, (ii) for the Funds to organize, from time to time, new investment companies which are intended to become parties to this Agreement; and, (iii) for Service Company to engage in business activities (directly or through subsidiaries), supportive of the Funds operations as investment companies; and Whereas, each of the Funds desires to enter into a completely integrated Fifth Amended and Restated Funds Service Agreement with the other Funds to (i) set forth the current terms and provisions of the relationships which the Funds have determined to establish; and (ii) make non-substantive amendments to the Amended and Restated Funds Service Agreement, including correcting the names of the Funds set forth on the signature page of this Agreement.
Now, Therefore, each Fund agrees with each and all of the other Funds, and with Service Company, as follows:
* Funds Service Agreement dated May 1, 1975; an Amended and Restated Funds Service Agreement dated October 1, 1977; an Amended and Restated Funds Service Agreement dated May 10, 1993, an Amended and Restated Funds Service Agreement dated January 1, 1996, and an Amended and Restated Funds Service Agreement dated June 15, 2001 as therefore amended.
646121
I. CAPITALIZATION AND ASSETS OF SERVICE COMPANY
1.1 Capital and Assets. To provide the Service Company with the cash and with the office space, facilities and equipment necessary for it to discharge its responsibilities hereunder, each Fund agrees: A. To make cash investments in the Service Company as provided in Sections 1.2, 1.3 and 1.4.
B. To assign and transfer to Service Company on and after May 1, 1975 any and all right, title and interest which the Funds may have in any office facilities and equipment necessary for it to discharge its responsibilities and in any other assets which Service Company may develop or acquire, subject only to the rights reserved in Section 1.6 (concerning certain major assets). Section 5.2 (concerning rights upon withdrawal) and Section 5.3 (concerning rights upon termination) of the Agreement.
1.2 Cash Investments in Service Company. To provide Service Company with such cash as may be necessary or appropriate from time to time to accomplish the purposes of the Funds and to discharge its responsibilities hereunder, each Fund agrees to purchase, for cash, shares of common stock of Service Company (Shares) or such other securities of Service Company (hereafter referred to as other securities) upon the favorable vote of the holders of a majority of the Shares adopting a resolution setting forth the terms and provisions of the purchase. Provided, however, that: A. Without the consent of all of the Funds, the date for the purchase of Shares or other securities shall not be less than 15 days following the date on which the resolution is approved by the shareholders.
B. The cash purchase price to be paid by any Fund for the Shares or other securities, expressed as a percentage of the total purchase price for the additional securities to be paid by all of the Funds shall not exceed the percentage which the then current net assets of the Fund bears to the aggregate current net assets of all of the Funds as of the most recent month-end preceding the purchase date.
1.3 Periodic Adjustments of Cash Investments. To maintain and re-establish periodically a fair and proportionate ratio of cash investments by each Fund in the Service Company as compared to its then current net assets, each Fund agrees to purchase from one or more of the other Funds, or to sell one or more of the Funds, sufficient Shares or other securities to reestablish the ratio.
A. Such purchases and sales shall be made (1) as of the last business day of any month upon the addition or withdrawal of any Fund as a party to this Agreement, provided that if the addition or withdrawal of a Fund creates no material disparity in the ratios (as determined by the Service Companys Board of Directors), and no Fund requests that an adjustment be made, the adjustment may be deferred until the close of the Service Companys fiscal year; (2) in connection with additional investments pursuant to Section 1.2; and (3) annually as of the close of the Service Companys fiscal year, on a date fixed by Service Companys Board of Directors within 90 days after the close of the fiscal year unless there is no material disparity in the ratios (as determined by the Service Companys Board of Directors) and no Fund requests that an adjustment be made.
B. The cash purchases and sale price of the Share or other securities shall be for each Fund (1) in the case of Shares, the fair market value of Shares determined in accord
646121
with generally accepted accounting principles and procedures established by the Board of Directors of Service Company; and (2) in the case of debt securities, the face value thereof.
C. Unless specifically required by applicable law, the issuance and transfer of Shares or other securities of Service Company, and the cash investments of the Funds in Service Company, may be evidenced by proper records of Service Company; and no certificates need be issued.
1.4 Limitation Upon Funds Obligations to Make Cash Investments or Purchases. Notwithstanding the provisions of Sections 1.1, 1.2 and 1.3 above, no Fund shall be obligated to purchase Shares or other securities of Service Company if, as a result of such purchase the Fund would thereby have invested in cash a total of more than 0.40% of its then current net assets in Shares or other securities of Service Company.
1.5 Restrictions on Transfer of Shares or Other Securities. Each Fund agrees that it will not, without the written consent of all other parties to this Agreement, transfer or dispose of or encumber any of its Shares or other securities of Service Company except as provided in this Agreement, and that, if issued, each certificate for Shares or other securities of Service Company will be stamped with a legend referring to this restriction.
1.6 Assets of Service Company. The Funds agree that Service Company may acquire, by purchase or lease, office space, furniture, equipment, supplies, files, records, computer hardware and software, and other assets necessary or appropriate for the discharge of the Service Companys responsibilities hereunder. Each of the Funds hereby assigns and transfers to Service Company, any and all right, title and interest that it may have or hereafter acquire in any such assets, subject to the rights of each Fund (A) to receive the then fair value of such assets upon the purchase or sale of Shares pursuant to this Agreement, (B) to the continued use of such assets in the administration of the business affairs of a Fund so long as the Fund remains a party to this Agreement.
1.7 Borrowing by Service Company. The Funds agree that Service Company may borrow money, and may issue a note or other security in connection with such borrowing, as long as such borrowing, is in connection with the discharge of Service Companys responsibilities hereunder and is undertaken in accord with procedures approved by the Service Companys Board of Directors.
II. SERVICES TO BE OBTAINED INDEPENDENTLY BY EACH FUND
2.1 Services and Expenses. Each Fund shall, at its own expense, obtain from Service Company or an outside vendor (as that Funds Board of Trustees shall determine):
A. Services of an independent public accountant. B. Services of outside legal counsel.
C. Transfer agency services, including shareholder services. D. Custodian, registrar and dividend disbursing services.
E. Brokerage fees, commissions and transfer taxes in connection with the
purchase and sale of securities for its investment portfolio.
F. Investment advisory services.
G. Taxes and other fees applicable to its operations.
646121
H. Costs incident to its annual or special meetings of shareholders, including but not limited to legal and accounting fees, and the preparations, printing and mailing of proxy materials.
I. Trustees fees.
J. Costs incurred in the continued maintenance of its corporate existence, including reports to shareholders and government agencies, and the expenses, if any, attributable to the registration of the Funds shares with Federal and state regulatory authorities.
K. And, in general and except as provided in Section 3.2(B), any other costs directly attributable to and identified with a particular Fund or Funds rather than all Funds which are parties to this Agreement.
2.2 Disbursement of Payment for These Services. Notwithstanding the provisions of Section 2.1 above, Service Company may, as agent for any Fund, disburse to third parties payments for any of the foregoing services or expenses. Each Fund shall reimburse Service Company promptly for such disbursements made on behalf of the Fund.
III. SERVICES PROVIDED BY AND EXPENSES OF SERVICE COMPANY
3.1 Services to be Provided to Funds. Service Company shall with respect to each Fund, subject to the direction and control of the Board of Trustees and officers of the Fund: A. Manage, administer and/or conduct the general business activities of the Fund.
B. Provide the personnel and obtain the office space, facilities and equipment necessary to perform such general business activities under the direction of the Funds executive officers (who may also be officers of Service Company) who will have the full responsibility for the general management of these functions.
C. Establish wholly-owned subsidiaries, and supervise the management and operations of such subsidiaries, as are necessary or appropriate to carry on or support the business activities of the Fund; and authorize such subsidiaries to perform such other functions for the Fund, including organizing new investment companies which are intended to become parties to this Agreement pursuant to Section 5.4 or Section 5.5, as Service Companys Board of Directors shall determine.
No provisions hereof shall prohibit the Service Company from performing such additional services to the Fund as the Funds Board of Trustees may appropriately request and which two-thirds of the shareholders of the Service Company shall approve.
3.2 Expenses of Operation of Service Company. Each of the Funds agrees to pay to the Service Company, within 10 days after the last business day of each month or at such other time as agreed to by the Fund and the Service Company, the Funds portion of the actual costs of operation of Service Company for each monthly period, or for such other period as is agreed upon, during which the Fund is a party to this Agreement.
A. Corporate Management and Administrative Expenses. A Funds portion of the cost of operation of Service Company shall mean its share of the direct and indirect expenses of Service Companys providing corporate management and administrative services, including distribution services of an administrative nature, as allocated among the Funds with Allocation of indirect costs based on one or more of the following methods of allocation:
646121
(1) Net Assets: The proportionate allocation of expenses based upon the value of each Funds net assets, computed as a percentage of the value of total net assets of all Funds receiving services from Service Company, determined at the end of the last preceding monthly period.
(2) Personnel Time: The proportionate allocation of expenses based upon a summary by each Fund of the time spent by each employee who works directly on the affairs of one or more of the Funds, computed as a percentage of the total time spent by such employee on the affairs of all of the Funds.
(3) Shareholder Accounts: The proportionate allocation of expenses based upon the number of each Funds shareholder accounts and transaction activity in those accounts, measured over a period of time, relative to the total number of shareholder accounts and transaction activity in those accounts for all Funds receiving number of portfolio transactions for all Funds receiving services from the Service Company during such period.
(4) Such other methods of allocation as may be approved by the Board of Directors of the Service Company based upon its determination that the allocation method is fair to each Fund in view of (i) the nature, amount and purpose of the expenditure, (ii) the benefits, if any, to be derived directly by each Fund relative to the benefits derived by other Funds, (iii) the need or desirability for the Funds as a group to provide competitive investment programs and services at competitive prices for the group to survive and grow, (iv) the benefits which each Fund derives by being a member of a strong Fund group, and (v) such other factors as the Board considers relevant to the specific expenditure and allocation.
B. Distribution Expenses. Each of the Funds expressly agrees to pay to Service Company, as requested, the Funds portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981): (1) 50% of these expenses will be allocated based upon each Funds average month-end assets during the preceding quarter relative to the average month-end assets during the preceding quarter of the Funds as a group.
(2) 50% of these expenses will be allocated initially among the Funds based upon each Funds sales for the 24 months ended with the last day of the preceding quarter relative to the sales of the Funds as a group for the same period. (Shares issued pursuant to a reorganization shall be excluded from the sales of a Fund and the Funds as a group.) (3) Provided, however, that no Funds aggregate quarterly contribution for distribution expenses, expressed as a percentage of its assets, shall exceed 125% of the average expenses for the Funds as a Group, expressed as a percentage of the
646121
total assets of the Funds. Expenses not charged to a particular Fund(s) because of this 125% limitation shall be reallocated to other Funds on iterative basis; and that no Funds annual expenses for distribution shall exceed 0.2% of its average month-end net assets.
IV. CONCERNING THE SERVICE COMPANY
4.1 Name. Each Fund acknowledge and agrees:
A. That the name The Vanguard Group, Inc., and any variants thereof used to identify (1) the Funds as a group, (2) any Fund as a member of a group being served by Service Company, or (3) any other person as being served or related to Service Company (whether now in existence or hereafter created), shall be the sole and exclusive property of Service Company, its affiliates, and its successors.
B. That Service Company shall have the sole and exclusive right to permit the use of said name or variants thereof so long as this Agreement or any amendments thereto are effective.
C. That upon its withdrawal from this Agreement and upon the written request of Service Company, the Fund shall cease to use, or in any way to refer to itself as related to, The Vanguard Group, Inc. or any variant thereof.
The foregoing agreements on the part of each Fund are hereby made binding upon it, its trustees, officers, shareholders and creditors and all other persons claiming under or through it.
4.2 Services to Others. The Service Company may render services to any person other than the Funds so long as:
A. The services to be rendered to the Funds hereunder are not impaired thereby.
B. The terms and provisions upon which the services are to be rendered have
been approved by the holders of a majority of the Shares.
C. The services rendered for compensation and, to the extent achievable, for the purpose of gaining a profit thereon.
D. Any income earned and fees received by Service Company shall be used to reduce the total costs and expenses of Service Company.
4.3 Books, Records, and Audits of Service Company. The Service Company, and any subsidiary established pursuant to Section 3.1(C), shall maintain complete, accurate, and current books, records, and financial statements concerning its activities. To the extent appropriate, it will preserve said records in the manner and for the periods prescribed by law. Financial records and statements shall be kept in accord with generally accepted accounting principles and shall be audited at least annually by independent public accountants (who may also be accountants for any of the Funds). Within 120 days after the close of Service Companys fiscal year, it shall deliver to each Fund a copy of its audited financial statements for that year and the accountants report thereon. Service Company, on behalf of itself and any subsidiary, acknowledges that all of the records they shall prepare and maintain pursuant to this Agreement shall be the property of the Funds and that upon a request of any Fund they shall make the Funds records available to it, along with such other information and data as are reasonably requested by the Fund, for inspection, audit or copying, or turn said records over to the Fund.
646121
4.4 Indemnification.
A. Each Fund (herein the Indemnitor) agrees to indemnify, hold harmless, and reimburse (herein indemnify) every other Fund, Service Company and/or any
subsidiary of Service Company (herein the Indemnitee):
(1) which Indemnitee (a) was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (herein a suit), or (b) incurs an actual economic loss or expense (herein a loss).
(2) if: (a) such suit or loss arises from an action or failure to act, event, occurrence, transaction, or other analogous happening (herein an event) under circumstances in which the Indemnitee is involved in a suit or incurs a loss.
(i) as a result substantially of, or attributable primarily to, its being a party to this Agreement, or to its indirect participation in transactions contemplated by this Agreement; and (ii) where the suit or loss arises primarily and substantially from an event related primarily and substantially to the business and/or operations of the Indemnitor; and (b) an independent third party, who may but need not be legal counsel for the Funds, advises the Funds in writing (i) that the condition set forth in (1) and (2)(a) have occurred and (ii) that the Indemnitee is without significant fault or responsibility for the suit or loss as measured by the comparative conduct of the Indemnitor and Indemnitee and by the purposes sought to be accomplished by this Agreement.
B. The financial obligations of the Indemnitor under this Section shall be limited to: (1) In the case of a suit, to expenses (including attorneys fees), actually incurred by the Indemnitee. The termination of any suit by judgment, order, settlement, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee is not entitled to be indemnified hereunder.
(2) In the case of an event, to losses and/or expenses (including attorneys fees) actually incurred by the Indemnitee.
The Indemnitee shall not be liable financially hereunder for lost profits in the case of either a suit or loss.
C. Expenses incurred in defending a suit or resolving an event may be paid by the prospective Indemnitor in advance of the final disposition of such suit or event if authorized by the Board of Trustees of the prospective Indemnitor in the specific case upon receipt of an undertaking by or on behalf of the prospective indemnitee to repay such amount unless it shall ultimately be determined that the Indemnitee is entitled to be indemnified by the Indemnitor as provided in this Section.
D. The indemnification provided by this section shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any agreement or otherwise.
646121
V. TERM OF AGREEMENT
5.1 Effective Period. This Agreement shall become effective on the date first written above, and shall continue in full force and effect as to all parties hereto until terminated or amended by mutual agreement of all parties hereto. The withdrawal pursuant to Section 5.2(A) or 5.2(B) of one or more of the Funds from this agreement shall not affect the continuance of this Agreement except as to the parties withdrawing.
5.2 Withdrawal from Agreement.
A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.
B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.
5.3 Termination by Mutual Consent. In the event that all Funds withdraw from this Agreement without entering into a comparable successor agreement, each Fund shall surrender its Shares to Service Company and after payment by Service Company of all its liabilities, including the settlement of unexpired lease obligations, shall: A. Receive from Service Company in cash an amount equal to its proportionate share of the actual value of all assets of the Service Company which can be reduced readily to cash.
B. Negotiate in good faith with the other Funds provision for the equitable use and/or disposition of assets of the Service Company which are not readily reducible to cash.
5.4 Additional Parties to Agreement. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, any investment company registered under the Investment Company Act of 1940 may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by
646121
adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment companys agreement to assume the duties and obligations of a Fund hereunder. Upon the delivery of a signed copy of this Agreement, the new Fund shall be subject to all provisions of this Agreement and become a holder of Shares by adjustment in cash investments among the Funds pursuant to Section 1.3. No person shall become a holder of shares without becoming a party to this Agreement.
5.5 Fund of Funds Parties to Agreement. A Fund of Funds shall mean a registered investment company or series of a Fund which is managed and administered by Service Company and which invests substantially all of its assets in shares of two or more Funds (or series thereof).
A. Upon the favorable vote of two-thirds of the shareholders and of the holders of two-thirds of the Shares of the Service Company, a Fund of Funds organized as a separate registered investment company may become a party to this Agreement and share as a Fund in all of the rights, duties and liabilities hereunder by adopting, executing and delivering to the Service Company and the Funds a signed copy of this Agreement which shall evidence that investment companys agreement to assume the duties and obligations of a Fund hereunder, except as provided in the following paragraph B.
B. A Fund of Funds: (1) shall not be obligated or permitted to make a capital contribution or to acquire Shares pursuant to Section I except to the extent that the Fund of Funds assets are not invested in shares of the Funds; (2) shall not be allocated or obligated to pay any portion of the expenses of Service Company pursuant to Section 3.2 except as determined by the Board of Directors of Service Company pursuant to Section 3.2(A)(4); and (3) may have the expenses the Fund of Funds would otherwise bear pursuant to Section 2.1 reduced or eliminated by the savings which accrue to the benefit of the Funds.
C. Upon the delivery of a signed copy of this Agreement, the Fund of Funds shall be subject to all the provisions of this Agreement except as provided herein.
VI. GENERAL
6.1 Definition of Certain Terms. As used in this Agreement, the terms set forth below shall mean: A. Fair Value of Shares shall mean the proportionate interest, as represented by the ratio of the number of Shares owned by a Fund to the number of Shares issued and outstanding, in all assets of the Service Company less all liabilities of the Service Company on the date fair value is to be determined. Assets shall be valued at fair market value. In case of any dispute as to the proportionate interest of any Fund or as to the fair value of the Shares, the issue shall be determined by the favorable vote of the holders of a majority of the Shares, whose determination shall be conclusive upon the Fund.
B. Person shall mean a natural person, a corporation, a partnership, an association, a joint-stock company, a trust, a fund or any organized group of persons whether incorporated or not.
6.2 Assignment. This Agreement shall bind and inure to the benefit of the parties thereto, their respective successors and assigns.
646121
6.3 Captions. The captions in this Agreement are included for convenience of reference only and in no way define any of the provisions hereof or otherwise affect their construction or effect.
6.4 Amendment. Unless prohibited by applicable laws, regulations or orders of regulatory authorities and except as set forth below, this Agreement may be amended at any time and in one or more respects upon the favorable vote of the holders of a majority of the Shares (except that the vote required in Sections 3.1 and 5.4 may be amended only by the favorable votes of the number of holders or Shares specified therein) and without the further approval or vote of shareholders of any of the Funds; provided, however, that Section 1.4 (limiting cash investments by the Funds in Service Company) may not be amended unless and exemptive order permitting such amendment is obtained from the U.S. Securities and Exchange Commission.
6.5 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
In Witness Whereof, each of the parties hereto has caused the Agreement to be signed and its corporate seal to be hereto affixed by its proper officers thereunto duly authorized, all as of the date and year first above written.
646121
| The Vanguard Group, Inc. | |
| Attest: /s/ Anne Robinson | BY: /s/ F. William McNabb III |
| Anne Robinson | F. William McNabb III |
| Secretary | Chief Executive Officer |
| The Vanguard Group of Investment Companies: | |
| Vanguard Admiral Funds | Vanguard Bond Index Funds |
| Vanguard California Tax-Free Funds | Vanguard Charlotte Funds |
| Vanguard Chester Funds | Vanguard Convertible Securities Fund |
| Vanguard Explorer Fund | Vanguard Fenway Funds |
| Vanguard Fixed Income Securities Funds | Vanguard Florida Tax-Free Funds |
| Vanguard Horizon Funds | Vanguard Index Funds |
| Vanguard International Equity Index Funds | Vanguard Institutional Index Funds |
| Vanguard Malvern Funds | Vanguard Massachusetts Tax-Exempt Funds |
| Vanguard Money Market Reserves | Vanguard Montgomery Funds |
| Vanguard Morgan Growth Fund | Vanguard Municipal Bond Funds |
| Vanguard New Jersey Tax-Free Funds | Vanguard New York Tax-Free Funds |
| Vanguard Ohio Tax-Free Funds | Vanguard Pennsylvania Tax-Free Funds |
| Vanguard Quantitative Funds | Vanguard Scottsdale Funds1 |
| Vanguard Specialized Funds | Vanguard STAR Funds |
| Vanguard Tax-Managed Funds | Vanguard Trustees Equity Fund |
| Vanguard Valley Forge Funds | Vanguard Variable Insurance Funds |
| Vanguard Wellesley Income Fund | Vanguard Wellington Fund |
| Vanguard Whitehall Funds | Vanguard Windsor Funds |
| Vanguard World Fund | |
| Attest: /s/ Anne Robinson | BY: /s/ F. William McNabb III |
| Anne Robinson | F. William McNabb III |
| Secretary | President and |
| Chief Executive Officer | |
| Signature page revised as of November 16, 2017. | |
1 Formerly Vanguard Treasury Fund
646121
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 Malvern Funds of our reports dated November 13, 2017, relating to the financial statements and financial highlights, which appear in Vanguard Capital Value Fund and Vanguard U.S. Value Funds Annual Reports on Form N-CSR for the year ended September 30, 2017, and of our reports dated November 16, 2017, relating to the financial statements and financial highlights, which appear in Vanguard Short-Term Inflation-Protected Securities Index Fund, Vanguard Institutional Short-Term Bond Fund, Vanguard Institutional Intermediate-Term Bond Fund, Vanguard Core Bond Fund and
Vanguard Emerging Markets Bond Funds Annual Reports on Form N-CSR for the year ended September 30, 2017. We also consent to the references to us under the headings Financial Highlights, Financial Statements and Service ProvidersIndependent Registered Public Accounting Firm in such
Registration Statement.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
January 24, 2018
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I. INTRODUCTION
This Multiple Class Plan (the Plan) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the Funds, individually a Fund). The Plan explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (VGI). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (Fund Board), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares
Admiral Shares
Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares
III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. Investor Shares
Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended
1
from time to time. It is expected that the minimum investment amount for Investor Shares will be substantially lower than the amount required for any other class of shares. Investor Shares are typically distributed by all VGI business lines.
B. Admiral Shares
Admiral Shares generally will be available to individual, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested the Fund; or (ii) any other factors deemed appropriate by a 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 VGI 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 pay for their ETF shares by depositing
2
a prescribed basket of securities rather than paying cash. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.
G. Transition Shares
Transition Shares generally will be available solely to Vanguard Funds that operate as funds-of-funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
All share classes will receive a range of services provided by VGI on a per account basis. These account-based services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:
A. Investor Shares
Investor Shares generally will receive the most basic level of service from VGI. Investor Shares generally will be serviced through a pool of VGI client service representatives.
B. Admiral Shares
Admiral Shares will receive a different level of service from VGI as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.
C. Institutional Shares
Institutional Shares will receive from VGI a level of service that differs from the service provided to the holders of shares of other classes. Such services may include special client service representatives who will be assigned to service
3
Institutional Shares. Most holders of Institutional Shares periodically will receive special investment updates from VGIs investment staff. Holders of Institutional Shares also may receive unique additional services from VGI, and generally will be permitted to transact with VGI through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
D. Institutional Plus Shares
Institutional Plus Shares generally will receive a very high level of service from VGI as compared to any other share classes. Special client service representatives will be assigned to service Institutional Plus Shares, and most holders of such shares periodically, but more than the holders of all other shares, will receive special updates from VGIs investment staff. Holders of Institutional Plus Shares may receive unique additional services from VGI, and generally will be permitted to transact with VGI through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
E. Institutional Select Shares
Institutional Select Shares generally will receive a customized level of service. Holders of Institutional Select Shares may receive unique additional services from VGI, and generally will be permitted to transact with VGI through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
F. ETF Shares
A Fund is expected to maintain only one shareholder of record for ETF
SharesçDTC or its nominee. Special client service representatives will be assigned to the DTC account, and all transactions on this account will be handled electronically. Due to the nature and purpose of the DTC account, ETF Shares will not receive any special updates from VGIs investment staff.
G. Transition Shares
The only investors eligible to own Transition Shares are Vanguard Funds that operate as funds-of-funds, and it is expected that such funds, because of the nature of Transition Shares, will own the shares only for the brief periods necessary to complete the relevant portfolio transitions. The level of service provided will be commensurate with the needs of a fund-of-funds transitioning from one underlying fund to another.
V. CONVERSION FEATURES
A. Self-Directed Conversions
4
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: (i) meets the then applicable eligibility requirements for the share class into which they are converting; and (ii) receives services consistent with such new share class. Any such conversion will occur at the respective net asset values of the share classes next calculated after 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 process conversion transactions.
B. Automatic Conversions
1. Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same fund (if available), provided that following the conversion the shareholder: (i) meets the eligibility requirements for Admiral Shares; and (ii) receives services consistent with Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may occur at different times due to the differing mechanisms through which an account is funded or meets the required investment minimum. Automatic conversions do not apply to certain types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).
2. Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional
5
Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.
C. Involuntary Conversions and Cash Outs
1. Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may cash out the 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 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.1
B. Class Specific Expenses
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying funds share class.
6
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; (ii) the percentage of total account transactions performed by VGI for each class; and (iii) the percentage of new accounts opened for each class.
(b) Expenses of special servicing arrangements.
Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Funds share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.
(c) Literature production and mailing expenses.
Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Funds share classes based upon the number of such items produced and mailed for each class.
2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
C. Fund-Wide Expenses
1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the Vanguard Modified Formula, with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation
7
has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the Investment Company Act of 1940.
2. Asset Management Expenses. Expenses associated with management of a 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.
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.
Original Board Approval: July 21, 2000
Last Approved by Board: July 21, 2017
8
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Admiral Funds | ||
| | Treasury Money Market Fund | Investor |
| | S&P 500 Value Index Fund | Institutional, ETF |
| | S&P 500 Growth Index Fund | Institutional, ETF |
| | S&P MidCap 400 Index Fund | Institutional, ETF |
| | S&P MidCap 400 Value Index Fund | Institutional, ETF |
| | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
| | S&P SmallCap 600 Index Fund | Institutional, ETF |
| | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
| | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
| Vanguard Bond Index Funds | ||
| | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| | Long-Term Bond Index Fund | Investor, Institutional, Institutional Plus, |
| ETF | ||
| | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| | Total Bond Market II Index Fund | Investor, Institutional |
| | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
| Vanguard California Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Charlotte Funds | ||
| | Total International Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Select, ETF | ||
1
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Chester Funds | ||
| | PRIMECAP Fund | Investor, Admiral |
| | Target Retirement Income Fund | Investor |
| | Target Retirement 2010 Fund | Investor |
| | Target Retirement 2015 Fund | Investor |
| | Target Retirement 2020 Fund | Investor |
| | Target Retirement 2025 Fund | Investor |
| | Target Retirement 2030 Fund | Investor |
| | Target Retirement 2035 Fund | Investor |
| | Target Retirement 2040 Fund | Investor |
| | Target Retirement 2045 Fund | Investor |
| | Target Retirement 2050 Fund | Investor |
| | Target Retirement 2055 Fund | Investor |
| | Target Retirement 2060 Fund | Investor |
| | Target Retirement 2065 Fund | Investor |
| | Institutional Target Retirement Income Fund | Institutional |
| | Institutional Target Retirement 2010 Fund | Institutional |
| | Institutional Target Retirement 2015 Fund | Institutional |
| | Institutional Target Retirement 2020 Fund | Institutional |
| | Institutional Target Retirement 2025 Fund | Institutional |
| | Institutional Target Retirement 2030 Fund | Institutional |
| | Institutional Target Retirement 2035 Fund | Institutional |
| | Institutional Target Retirement 2040 Fund | Institutional |
| | Institutional Target Retirement 2045 Fund | Institutional |
| | Institutional Target Retirement 2050 Fund | Institutional |
| | Institutional Target Retirement 2055 Fund | Institutional |
| | Institutional Target Retirement 2060 Fund | Institutional |
| | Institutional Target Retirement 2065 Fund | Institutional |
| Vanguard Convertible Securities Fund | Investor | |
| Vanguard Explorer Fund | Investor, Admiral | |
| Vanguard Fenway Funds | ||
| | Equity Income Fund | Investor, Admiral |
| | Growth Equity Fund | Investor |
| | PRIMECAP Core Fund | Investor |
| Vanguard Fixed Income Securities Funds | ||
| | Ultra-Short-Term Bond Fund | Investor, Admiral |
| | REIT 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 International Equity Index Funds | ||
| | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| | Total World Stock Index Fund | Investor, Institutional, ETF |
| | FTSE All World ex-US Small-Cap Index Fund | Investor, Institutional, ETF |
| | Global ex-U.S. Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
3
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Malvern Funds | ||
| | Capital Value Fund | Investor |
| | Short-Term Inflation-Protected Securities | |
| Index Fund | Investor, Admiral, Institutional, ETF | |
| | U.S. Value Fund | Investor |
| | Institutional Short-Term Bond Fund | Institutional Plus |
| | Institutional Intermediate-Term Bond Fund | Institutional Plus |
| | Core Bond Fund | Investor, Admiral |
| | Emerging Markets Bond Fund | Investor, Admiral |
| Vanguard Massachusetts Tax-Exempt Funds | ||
| | Massachusetts Tax-Exempt Fund | Investor |
| Vanguard Money Market Funds | ||
| | Prime Money Market Fund | Investor, Admiral |
| | Federal Money Market Fund | Investor |
| Vanguard Morgan Growth Fund | Investor, Admiral | |
| Vanguard Montgomery Funds | ||
| | Market Neutral Fund | Investor, Institutional |
| Vanguard Municipal Bond Funds | ||
| | Municipal Money Market Fund | Investor |
| | Short-Term Tax-Exempt Fund | Investor, Admiral |
| | Limited-Term Tax-Exempt Fund | Investor, Admiral |
| | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| | High-Yield Tax-Exempt Fund | Investor, Admiral |
| | Tax-Exempt Bond Index Fund | Investor, Admiral, ETF |
| Vanguard New Jersey Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard New York Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Ohio Tax-Free Funds | ||
| | Long-Term Tax-Exempt Fund | Investor |
| Vanguard Pennsylvania Tax-Free Funds | ||
| | Municipal Money Market Fund | Investor |
| | Long-Term Tax-Exempt Fund | Investor, Admiral |
4
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Quantitative Funds | ||
| | Growth and Income Fund | Investor, Admiral |
| Vanguard Scottsdale Funds | ||
| | Short-Term Treasury Index Fund | Institutional, Admiral, ETF |
| | Intermediate-Term Treasury Index Fund | Institutional, Admiral, ETF |
| | Long-Term Treasury Index Fund | Institutional, Admiral, ETF |
| | Short-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| | Intermediate-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| | Long-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| | Mortgage-Backed Securities Index Fund | Institutional, Admiral, ETF |
| | Explorer Value Fund | Investor |
| | Russell 1000 Index Fund | Institutional, ETF |
| | Russell 1000 Value Index Fund | Institutional, ETF |
| | Russell 1000 Growth Index Fund | Institutional, ETF |
| | Russell 2000 Index Fund | Institutional, ETF |
| | Russell 2000 Value Index Fund | Institutional, ETF |
| | Russell 2000 Growth Index Fund | Institutional, ETF |
| | Russell 3000 Index Fund | Institutional, ETF |
| | Total Corporate Bond ETF | ETF |
| Vanguard Specialized Funds | ||
| | Energy Fund | Investor, Admiral |
| | Precious Metals Fund | Investor |
| | Health Care Fund | Investor, Admiral |
| | Dividend Growth Fund | Investor |
| | REIT Index Fund | Investor, Admiral, Institutional, ETF |
| | Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| Vanguard STAR Funds | ||
| | LifeStrategy Conservative Growth Fund | Investor |
| | LifeStrategy Growth Fund | Investor |
| | LifeStrategy Income Fund | Investor |
| | LifeStrategy Moderate Growth Fund | Investor |
| | STAR Fund | Investor |
| | Total International Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, | ||
| ETF | ||
| Vanguard Tax-Managed Funds | ||
| | Tax-Managed Balanced Fund | Admiral |
| | Tax-Managed Capital Appreciation Fund | Admiral, Institutional |
| | Developed Markets Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Developed Markets ETF | ETF | |
| | Tax-Managed Small-Cap Fund | Admiral, Institutional |
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 |
| | REIT 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 | Investor, Admiral | |
| Vanguard Whitehall Funds | ||
| | Selected Value Fund | Investor |
| | Mid-Cap Growth Fund | Investor |
| | International Explorer Fund | Investor |
| | High Dividend Yield Index Fund | Investor, ETF |
| | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
6
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Windsor Funds | ||
| | Windsor Fund | Investor, Admiral |
| | Windsor II | Investor, Admiral |
| Vanguard World Fund | ||
| | Extended Duration Treasury Index Fund | Institutional, Institutional Plus, ETF |
| | FTSE Social Index Fund | Investor, Institutional |
| | Global Wellesley Income Fund | Investor, Admiral |
| | Global Wellington Fund | Investor, Admiral |
| | International Growth Fund | Investor, Admiral |
| | Mega Cap Index Fund | Institutional, ETF |
| | Mega Cap Growth Index Fund | Institutional, ETF |
| | Mega Cap Value Index Fund | Institutional, ETF |
| | U.S. Growth Fund | Investor, Admiral |
| | Consumer Discretionary Index Fund | Admiral, ETF |
| | Consumer Staples Index Fund | Admiral, ETF |
| | Energy Index Fund | Admiral, ETF |
| | Financials Index Fund | Admiral, ETF |
| | Health Care Index Fund | Admiral, ETF |
| | Industrials Index Fund | Admiral, ETF |
| | Information Technology Index Fund | Admiral, ETF |
| | Materials Index Fund | Admiral, ETF |
| | Telecommunication Services Index Fund | Admiral, ETF |
| | Utilities Index Fund | Admiral, ETF |
| Original Board Approval: July 21, 2000 | ||
| Last Updated: November 1, 2017 | ||
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). Retail managed clients and financial intermediary and other institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $10,000 for retail clients in index funds and $50,000 for retail clients in actively managed funds. Retail managed clients and external financial intermediary and other institutional clients may hold Admiral Shares of both index and actively managed funds without restriction. Vanguard Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
Certain Retirement Plans Admiral Shares generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Share
2 The eligibility of a Vanguard Fund that operates as a fund of funds to invest in a particular share class of an underlying Vanguard Fund is determined by VGI and the Board in accordance with the allocation methodology referenced in Section VI.
3 Vanguards Retail 403(b) business is being outsourced to The Newport Group. In the new structure (launching in July 2017), Admiral Shares will be available for participants.
class eligibility also is subject to the following special rules:
Individual clients. Individual clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund.
Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that:
(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) a sub-accounting arrangement between VGI and the financial intermediary allows VGI to monitor compliance with the eligibility requirements.
Institutional clients. Institutional clients, including but not limited to defined benefit and contribution plan clients, endowments, and foundations may hold Institutional Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual fund). Such institutional clients must disclose to VGI on behalf of their accounts the following: (1) that each account has a common decision-maker; and (2) the total balance in each account held by the client in the Fund.
Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Vanguard Funds (a TRT) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.
Accumulation Periodç Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
Individual clients. Individual clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts.
Institutional clients. Institutional clients, including but not limited to defined benefit and contribution plan clients, endowments, and foundations may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual fund). Such institutional clients must disclose to VGI on behalf of their accounts the following: (1) that each account has a common decision-maker; and (2) the total balance in each account held by the client in the Fund.
Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that:
(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) a sub-accounting arrangement between VGI and the financial intermediary allows VGI to monitor compliance with the eligibility requirements.
Accumulation Period - Accounts funded through regular contributions e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Asset Allocation Models - Vanguard Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
Institutional clients. Institutional clients, including but not limited to defined benefit and contribution plan clients, endowments, foundations, and Section 529 college savings plans may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual fund). Such institutional clients must disclose to VGI on behalf of their accounts the following: (1) that each account has a common decision-maker; and (2) the total balance in each account held by the client in the Fund.
Financial intermediary clients. Financial intermediaries generally may hold Institutional Select Shares for the benefit of their underlying clients provided that:
(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) a sub-accounting arrangement between VGI and the financial intermediary allows VGI to monitor compliance with the eligibility requirements.
Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.
ETF Shares Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Funds Registration Statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized DTC Participant, as defined in Paragraph III.D of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant prospectus. The value of a Fund's Creation Unit will vary with the net asset value of the Funds ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket of securities with the Fund, rather than paying cash.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Vanguard Funds that operate as funds-of-funds and only by an underlying Vanguard Fund (i) that is receiving assets in kind from one or more Vanguard Funds and (ii) that will transition those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: July 21, 2017
Code of Ethics
Do the right thing
| Table of Contents | ||
| Message from our CEO | ||
| The Code of Ethics at a Glance | 2 | |
| Section 1. Background | 4 | |
| Section 2. Standards of Conduct | 4 | |
| 2.1 Conflicts of Interest | ||
| (a) What is a conflict of interest? | ||
| (b) When can conflicts of interest arise? | ||
| (c) What types of conflicts of interest should be avoided? | ||
| (d) Which conflicts of interest do I need to disclose? | ||
| (e) When and how do I disclose conflicts of interest? | ||
| Section 3. Outside Business Activities | 6 | |
| 3.1 Outside Business Activity Requirements for all Crew Members | ||
| (a) What outside activities are generally prohibited? | ||
| (b) What activities require preclearance? | ||
| (c) What activities do not require preclearance? | ||
| (d) When and how do I preclear an outside business activity? | ||
| Section 4. Gift and Entertainment Policy | 10 | |
| Section 5. Anti-Bribery Policy | 10 | |
| Section 6. Duty of Confidentiality | 10 | |
| Section 7. Personal Trading Activities | 10 | |
| 7.1 Trading Prohibitions and Requirements for all Crew Members | ||
| (a) What are the trading prohibitions applicable to all Crew Members? | ||
| (b) Are all Crew Members required to hold Securities in a Brokerage Account at Vanguard? | ||
| (c) Are there additional trading requirements or restrictions for Crew Members? | ||
| 7.2 Trading Prohibitions and Requirements for Fund Access Persons | ||
| (a) What are the trade preclearance requirements? | ||
| (b) | How does a Fund Access Person obtain preclearance? | |
| (c) | How long is a preclearance approval valid? | |
| (d) Which types of securities transactions do not require preclearance for Fund Access Persons? | ||
| (e) Are there any prohibited transactions by Fund Access Persons? | ||
| (f) | What are the blackout periods for Fund Access Persons? | |
| (g) What happens if a Fund Access Person makes a prohibited purchase or sale during a blackout period | ||
| (e.g., trades after a Vanguard Fund without approval)? | ||
| Table of Contents (continued) | ||
| (h) What happens if a Fund Access Person makes a permitted purchase or sale during a blackout period (e.g.,trades | ||
| before a Vanguard Fund)? | ||
| (i) | Are there any waivers to the above blackout periods? | |
| (j) | What happens if a Fund Access Person makes a short-term trade in a Vanguard Fund? | |
| 7.3 Crew Member Obligations when Purchasing, Redeeming, or Holding Vanguard Funds | ||
| Section 8. Reporting Requirements | 18 | |
| 8.1 Reporting Requirements for U.S. Crew Members | ||
| (a) What are the standard reporting requirements for U.S. Crew Members? | ||
| (b) What additional reporting requirements exist for U.S. Fund Access Persons and VAI Access Persons? | ||
| 8.2 Reporting Requirements for Non-U.S. Crew Members | ||
| (a) What are the standard reporting requirements for Non-U.S. Crew Members? | ||
| (b) What are the additional reporting requirements for Non-U.S. Crew Members that are Fund Access Persons? | ||
| 8.3 Obligations for all Crew Members to Report Violations | ||
| Section 9. Certification Requirements | 22 | |
| 9.1 | Certification Requirements for all Crew Members | |
| (a) What are the certification requirements as a new Crew Member? | ||
| (b) What are the annual certification requirements? | ||
| Section 10. Sanctions | 22 | |
| Section 11. Vanguard Expatriates | 22 | |
| Appendix A. Definitions | 24 | |
| Appendix B. Additional Personal Trading Activities | 29 | |
| B.1 Australia | ||
| (a) What are the Vanguard Fund reporting requirements for Crew Members in Australia? | ||
| B.2 Japan | ||
| (a) What are the additional trading restrictions for Crew Members in Japan? | ||
| B.3 U.S. VAI Access Persons | ||
| (a) What are the additional trading restrictions for U.S. Crew Members that are VAI Access Persons? | ||
| B.4 Non-U.S. Crew Members that have Discretionary Management Arrangements | ||
| (a) Do I need to report discretionary Investment management arrangements if I am a non-U.S. Crew Member that | ||
| is a Fund Access Person? | ||
| Appendix C: Independent Directors and Trustees (U.S. Crew Only) | 30 | |
Do the right thing
At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.
Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.
All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.
Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance 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.
F. William McNabb III
Chairman and Chief Executive Officer
| The Code of Ethics at a Glance | |
| Below are some of the general requirements of the Code of Ethics | |
| which impact Crew Members the most. These are for guidance only | |
| and are not a substitute for the Code of Ethics itself. Each should be | |
| read in conjunction with its provisions. | |
| 1. Clients Interests Come First | 5. Anti-Bribery |
| You must avoid serving your own | You are prohibited from engaging or |
| personal interests ahead of the interests | participating in any form of bribery. |
| of Vanguard Clients. | |
| 6. Insider Trading | |
| 2. Conflicts of Interest | You are prohibited from buying or selling any |
| Your actions, decisions, and interests should | Security while in the possession of material, |
| not compete or conflict with Vanguards | non-public information about the issuer of |
| or Vanguard Clients interests. You must | the Security. |
| report potential conflicts of interest to the | |
| Compliance Department. | 7. Personal Trading Activities |
| You are required to abide by the Code of Ethics | |
| 3. Business Activities Outside of Vanguard | requirements related to holding, reporting, and |
| You may engage in outside business activities | trading Securities for personal benefit. Personal |
| that do not conflict with Vanguards interests; | trading restrictions and reporting requirements |
| however, you must obtain approval from the | vary depending on the rules of the country you |
| Compliance Department for certain outside | are working in and whether you are an Access |
| business activities. | Person or a Non-Access Person. |
| 4. Gifts and Entertainment | 8. Certification Requirements |
| When doing business with clients, vendors, | On an annual basis, you are required to |
| potential clients, and others, you must abide | acknowledge that you understand the Code of |
| by limitations on giving and receiving gifts | Ethics and will comply with its provisions. |
| and business entertainment. In addition, you | |
| must report all gifts and entertainment to the | |
| Compliance Department. | |
2
Clients Interests Come First
You must avoid serving your own personal interests ahead of the interests of Vanguard Clients.
| Section 1. Background | with your duty to serve the interests of Vanguard |
| and Vanguard Clients. | |
| The Code of Ethics (Code) has been approved | |
| and adopted by the board of directors of The | 2.1(b) When can conflicts of interest arise? |
| Vanguard Group, Inc. (Vanguard), the boards | |
| of trustees of each of the Vanguard Funds, and | Even the perception of a conflict could negatively |
| the boards of directors of each of Vanguards | affect Vanguard and harm our reputation. Its |
| affiliates, as applicable. Unless stated otherwise, | important to understand the following conflict |
| the Code applies to all Crew Members. The Code | situations: |
| also contains provisions applicable to Independent | |
| Directors and Trustees (see Appendix C). | Actual conflict of interest. A situation where |
| your personal interests directly conflict with your | |
| current duties and responsibilities. | |
| Section 2. Standards of Conduct | Perceived conflict of interest. A situation where |
| it appears that personal interests inappropriately | |
| Our standards of conduct are straightforward and | influence the performance of your duties and |
| essential. Any transaction or activity that violates | responsibilitieswhether founded or not. |
| either of the standards of conduct described below | Potential conflict of interest. A situation that |
| is prohibited, regardless of whether it meets | could arise in the future where your personal |
| technical rules found elsewhere in the Code. | interests would affect official duties and |
| responsibilities. | |
| Vanguard consistently seeks to earn and maintain | |
| the trust and loyalty of our clients by adhering | |
| to the highest standards of ethical behavior and | Depending on your role at Vanguard, potential for |
| fiduciary responsibility. Accordingly, we must | conflict may also arise where an Immediate Family |
| conduct ourselves in accordance with applicable | Member is employed by a company with which |
| law and regulations, and the following standards of | Vanguard has a relationship. For example, if your |
| conduct: | spouse is employed as a trader at a brokerage |
| firm that executes Vanguard Fund trades, and you | |
| Vanguard Clients interests come first. You | are a phone associate, a conflict may not exist; |
| must at all times place the interests of Vanguard | however, if you hold a position in the Investment |
| Clients first. In particular, you must avoid serving | Management Group or Fund Financial Services, a |
| your own personal interests ahead of the | potential conflict exists. |
| interests of Vanguard Clients. | |
| 2.1(c) What types of conflicts of interest should | |
| Conflicts of interest must be avoided. Your | be avoided? |
| actions, decisions, and interests should not | |
| compete or conflict with Vanguards interests or | Generally, you should avoid the following: |
| the interests of Vanguard Clients. | |
| Any business interest that competes, directly | |
| 2.1 Conflicts of Interest | or indirectly, with the interests of Vanguard. |
| Any situation where you would benefit, | |
| 2.1(a) What is a conflict of interest? | directly or indirectly, from Vanguards dealings |
| with others. | |
| A conflict of interest is defined as any situation | |
| where financial or other personal factors can | |
| compromise independence, objectivity, or | |
| professional judgment. A conflict of interest | |
| exists when personal or other business interests | |
| compete, or give the appearance of competing, |
4
Your actions, decisions, and
interests should not compete
or conflict with Vanguards or
Vanguard Clients interests.
You must report potential
conflicts of interest to the
Compliance Department.
| 2.1(d) Which conflicts of interest do I need to | In addition to the requirements and restrictions in | |
| disclose? | this section, the following supplemental policies | |
| may apply to you: | ||
| You should avoid situations where a conflict of | | Senior Executive Covered Activity Policy (officers |
| interest could arise. You are required to disclose | and crew members in roles designated as M6/ | |
| the following information: | P6/S6 or higher). | |
| Any situation that may present the potential for | | Managing Director Outside Business Activity |
| a conflict of interest with Vanguards business or | Policy. | |
| the interests of Vanguard Clients. | If there is a conflict between a more restrictive | |
| Any employment arrangements of your | requirement in the Code and the requirements in | |
| Immediate Family Members that may present | these policies, the requirements outlined in the | |
| the potential for conflict with Vanguard and its | Senior Executive Covered Activity Policy or the | |
| activities. | Managing Director Outside Business Activity Policy | |
| should be followed. | ||
| 2.1(e) When and how do I disclose conflicts of | ||
| interest? | Web Resource U.S. Crew Members who | |
| hold a FINRA license are also required to comply | ||
| You should report potential conflicts to the | with the Outside Business Activity section of | |
| Compliance Department as soon as they arise. | the Form U4 Reporting Obligations page on | |
| Please also contact the Compliance Department | CrewNet. | |
| if you encounter a conflict that is not explicitly | ||
| addressed by our policies or is potentially | 3.1 Outside Business Activity Requirements for | |
| significant to a business area or across divisions. | all Crew Members | |
| 3.1(a) What outside activities are generally | ||
| Web Resource To disclose potential conflicts | prohibited? | |
| of interest, complete the Outside Business | ||
| Activities and Conflicts of Interest Form under | The following activities are generally prohibited: | |
| My CrewNet/My Compliance on CrewNet. | Holding a second job with any company or | |
| organization whose activities could create a | ||
| Vanguard affiliates or your specific department | conflict of interest with your employment at | |
| may have additional policies regarding conflicts of | Vanguard. This includes, but is not limited to, | |
| interest that you must also follow. | selling Securities, term insurance, or fixed or | |
| variable annuities; providing Investment advice | ||
| or financial planning; or engaging in any business | ||
| Section 3. Outside Business | activity similar to Vanguards or your job at | |
| Activities | Vanguard. | |
| Working, including serving as a director, officer, | ||
| You are permitted to engage in outside business | or in an advisory capacity, for any business or | |
| activities (permanent, part-time, or one-time | enterprise that competes with Vanguard. | |
| assignment) during your personal time. However, | Working for any organization that could benefit | |
| those activities should not adversely affect | from your knowledge of confidential Vanguard | |
| Vanguard or present a conflict of interest. Your job | information, such as new Vanguard products, | |
| at Vanguard should come first over other business | services, or technology. | |
| opportunities, nonprofit activities, or a second | Serving on the board of a publicly traded company | |
| job. Be mindful of potential conflicts, obtain any | (or on the board of a company reasonably | |
| necessary approvals, and be aware that you may | expected to become a public company through | |
| be required to discontinue an activity if a conflict | an IPO). | |
| exists. | Using Vanguard time, equipment, services, Crew | |
| Members, or property for the benefit of the | ||
| outside business activity. | ||
6
You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from the Compliance Department for certain outside business activities.
| Allowing your activities, or the time you spend | Acting as a real estate agent or conducting any |
| on them, to interfere with the performance of | mortgage-related activities. |
| your job. | Any teaching positions where the subject matter |
| Accepting a business opportunity from someone | relates to Vanguard business that is not in the |
| who does, or seeks to do, business with | course of your duties for Vanguard. |
| Vanguard if the person made the offer because | 3.1(c) What activities do not require |
| of your position at Vanguard. | preclearance? |
| Selling interests, soliciting investors, or referring | |
| participants to a Private Securities Transaction. | You are not required to obtain written approval for |
| the following activities: | |
| 3.1(b) What activities require preclearance? | |
| Compensated positions in a retail business | |
| You are required to obtain written prior approval for | for example, positions in retail or department |
| the following outside activities: | stores or in the food service industry. |
| Ownership of a second home, rental property, | |
| Compensated positions held outside of | or Investment property. |
| Vanguard. | |
| Selling items on online auction sites, so long as | |
| All entrepreneurial activities, including home and | it is not operated as a business. |
| family businesses and independent consulting. | |
| Unpaid positions with holding companies, | |
| Volunteer positions that involve recommending | trusts, or non-operating entities that hold your or |
| or approving Securities for an organization. This | your familys real estate or other Investments, |
| includes, but is not limited to, serving on the | provided the Securities would not otherwise |
| finance or investment committee of a nonprofit | require approval if held directly. |
| organization, or serving as treasurer for a | |
| homeowners association or on a school board. | |
| 3.1(d) When and how do I preclear an outside | |
| Any activity where your role is similar or closely | business activity? |
| related to your responsibilities at Vanguard. | |
| Any government position, whether paid or | You are required to obtain approval for outside |
| unpaid, elected or appointed (e.g., an elected | business activities: |
| official or member, director, officer, or employee | |
| of a government agency, authority, advisory | If you are already participating in an activity upon |
| board or other board, such as a public school or | joining Vanguard. |
| library board). | Before accepting any new activity. |
| Any official position with any federal, state, or | If there are any changes to a previously |
| local government authority, or service as a board | reported activity. |
| member or in any representative capacity for | |
| any civic, public interest, or regional business | In some situations, you will receive a follow-up |
| interest organization (e.g., you are the executive | form from the Compliance Department requiring |
| director of a local chamber of commerce or on | that you obtain approval from a Vanguard Officer or |
| the board of a wildlife protection organization). | Managing Director. |
| Any compensated or non-compensated position | |
| on a private company board. This includes | Note: Vanguard Officers may not accept or |
| positions on boards of nonprofit organizations; | participate in any form of outside activities unless |
| charitable foundations; universities; hospitals; | they have received written approval from a |
| and civic, religious, or fraternal organizations. | Vanguard Managing Director or the Chief Executive |
| Officer in addition to receiving written approval | |
| Any position on a panel or committee of an | from the Compliance Department. |
| index provider. |
8
Gifts and Entertainment
When doing business with clients, vendors, potential clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. In addition, you must report all gifts and entertainment to the Compliance Department.
| Information on the Vanguard Funds (e.g., recent | |
| Web Resource To seek preclearance for | or impending Securities transactions, activities |
| an outside activity, or to report a change or | of the funds advisors, offerings of new funds, |
| discontinuation of an outside activity, complete | changes to fund minimums or other provisions |
| the Outside Business Activities and Conflicts | in the prospectus, or closings of funds). |
| of Interest Form under My CrewNet/My | |
| Compliance on CrewNet. | Information on current or prospective Vanguard |
| Clients (e.g., their personal information, | |
| Investments, or account transactions). | |
| Information about other Crew Members or | |
| Independent Directors and Trustees | |
| Section 4. Gift and Entertainment | (e.g., their pay, benefits, position level, and |
| Policy | performance ratings). |
| Information on Vanguard business activities | |
| You are subject to Vanguards Gift and Entertainment | (e.g., new services, products, technology, or |
| Policy, which is considered an integral part of the | business initiatives). |
| Code. There are restrictions on the extent to which | |
| gifts or entertainment may be received from or | |
| provided to any third party. | You must not reveal confidential information to |
| any party that does not have a clear and compelling | |
| Web Resource Refer to the Gift and | need to know such information. |
| Entertainment Policy on the Code of Ethics | |
| Resource page on CrewNet for information | Section 7. Personal Trading |
| and guidelines. | Activities |
| You must avoid taking personal advantage of your | |
| Section 5. Anti-Bribery Policy | knowledge of Securities activity in Vanguard Funds |
| or in client accounts. The Code includes specific | |
| restrictions on personal investing but cannot | |
| You are subject to Vanguards Anti-Bribery Policy, | anticipate every fact pattern or situation. You should |
| which prohibits the offer, promise, payment, or | adhere at all times to the spirit, and not just the |
| provision of money or anything of value to any party | letter, of the Code. |
| for the purpose of improperly obtaining, directing, | |
| or retaining business or securing an improper | 7.1Trading Prohibitions and Requirements for |
| advantage for Vanguard. | all Crew Members |
| Web Resource Refer to the Anti-Bribery | 7.1(a) What are the trading prohibitions |
| Policy on the Code of Ethics Resource page on | applicable to all Crew Members? |
| CrewNet for information and guidelines. | |
| Engaging in conduct that is deceitful, | |
| fraudulent, or manipulative, or that involves | |
| false or misleading statements, in connection | |
| Section 6. Duty of Confidentiality | with the purchase or sale of a Security by a |
| Vanguard Fund. | |
| You must keep confidential any non-public | Intentionally, recklessly, or negligently circulating |
| information that you may have obtained while | false information or rumors that may affect |
| working at Vanguard at all times. This information | the Securities markets or may be perceived as |
| includes, but is not limited to: | market manipulation. |
10
You are prohibited from
engaging or participating
in any form of bribery.
| Trading on knowledge of Vanguard Fund | Non-U.S. Crew Members and their Immediate |
| activities. Taking personal advantage of | Family Members may trade and hold Reportable |
| knowledge of recent or impending Securities | Securities with a non-Vanguard brokerage firm. |
| activities of the Vanguard Funds or their | Crew Members shall arrange, where possible, |
| Investment advisors. You are prohibited from | for their local Compliance Department to receive |
| purchasing or sellingdirectly or indirectly | duplicate statements and confirmations directly |
| any Security or Related Security when you | from the brokerage firm. |
| know that the Security is being purchased or | |
| sold, or considered for purchase or sale, by a | |
| Vanguard Fund (with the exception of an index | |
| fund). This prohibition applies to all Securities in | Quick Guide: Refer |
| to the Trading and | |
| which the person has acquired or will acquire | Reporting Requirements |
| Beneficial Ownership. | for Non-Access Persons |
| Vanguard InsiderTrading Policies. You are | document, which can be |
| subject to the Insider Trading Policy of the | accessed from the Code |
| Vanguard affiliate for which you work. The Insider | of Ethics on CrewNet. |
| Trading Policies are considered an integral part | |
| of the Code. Each Insider Trading Policy prohibits | |
| you from buying or selling any Security while in | |
| possession of material, non-public information | |
| about the issuer of the Security. The policies | 7.1(c) Are there additional trading requirements |
| prohibit you from communicating any non-public | or restrictions for Crew Members? |
| information about any Security or issuer of | |
| Securities to third parties. | There are additional trading requirements and |
| restrictions for Crew Members in Australia | |
| and Japan, and for VAI Access Persons in the | |
| Web Resource Refer to your local Insider | United States (see Appendix B). In addition, |
| Trading Policy on the Code of Ethics Resource | there are specific provisions for non-U.S. Crew |
| page on CrewNet for further information. | Members who are Fund Access Persons and |
| who have discretionary Investment management | |
| arrangements with a third party. | |
| 7.1(b) Are all Crew Members required to hold | |
| Securities in a Brokerage Account at Vanguard? | In addition, your local Compliance Department has |
| authority, with appropriate notice to you, to apply | |
| U.S. Crew Members and their Immediate Family | any or all of the trading restrictions specified in |
| Members are required to hold all Reportable | Section 7.2 to Non-Access Persons. For example, |
| Securities within a Vanguard Brokerage Account. | Access Person provisions may be applied to a Non- |
| New Crew Members will have 60 days to | Access Person who gains access, through system |
| complete the transfer of all Reportable Securities | access or otherwise, to Vanguard Fund impending |
| from an investment firm to Vanguard. | purchases or sales of Securities. |
| Quick Guide: Refer to | |
| the Securities to be Held | |
| at Vanguard document, | |
| which can be accessed | |
| from the Code of Ethics | |
| on CrewNet. | |
12
You are prohibited from buying or selling any Security while in the possession of material, non-public information about the issuer of the Security.
| 7.2 Trading Prohibitions and Requirements for | |
| Fund Access Persons | Web Resource To seek preclearance, complete |
| the Preclearance Form under My CrewNet/My | |
| The requirements of this Section 7.2 apply to all | Compliance on CrewNet. |
| transactions or holdings in which Fund Access | |
| Persons have or will acquire Beneficial Ownership | 7.2(c) How long is a preclearance approval valid? |
| of Securities. | |
| U.S. Crew Members: If you receive approval for | |
| 7.2(a) What are the trade preclearance | a market order, it will be effective until the close |
| requirements? | of trading on the same business day, unless |
| otherwise revoked (e.g., if you receive approval | |
| You must obtain, for yourself and on behalf of your | on Monday, it is effective until market close on |
| Immediate Family Members, preclearance for any | Monday). If you receive approval for a limit order, it |
| transaction in a Covered Security. | must either be executed or expire at the close of |
| trading on the same business day. If you wish to | |
| execute the limit order after the close of trading on | |
| the day you received approval, you must resubmit a | |
| Quick Guide: Refer | preclearance request. Preclearance for limit orders |
| to the Trading and | is good for same day transactions only. |
| Reporting Requirements | |
| for Fund Access Persons | |
| document, which can be | Non-U.S. Crew Members: If you receive approval, |
| accessed from the Code | transactions must be executed no later than the |
| of Ethics on CrewNet. | 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. | |
| 7.2(b) How does a Fund Access Person | If you preclear a limit order, that limit order must |
| obtain preclearance? | either be executed or expire at the end of the next |
| business day. If you want to execute the order after | |
| Preclearance requests must be submitted by | the next business day period expires, you must |
| completing the Preclearance Form on My CrewNet/ | resubmit your preclearance request. |
| My Compliance or by contacting the Compliance | |
| Department. You must wait until you receive | 7.2(d) Which types of Securities transactions |
| approval from the system before entering your | do not require preclearance for Fund Access |
| trade either online or with your broker. Transactions | Persons? |
| in Covered Securities may not be executed before | |
| you receive approval. | You are not required to obtain preclearance for |
| the following: | |
| Attempting to gain approval after the transaction | |
| has occurred is not permitted. Completing a | Purchases or sales where the person requesting |
| personal trade before receiving approval or after | preclearance has no direct or indirect influence |
| the approval window expires constitutes a violation | or control (e.g., a Fund Access Person has a |
| of the Code of Ethics. See Section 10 for more | trust in his name but is not the trustee who |
| information regarding the sanctions that may be | places the transaction, provided the Fund Access |
| imposed as a result of a violation. | Person has granted full Investment Discretion |
| to the trustee and there has been no prior | |
| Same day limit orders are permitted; however, | communication between them regarding |
| good til cancelled orders (such as orders that stay | the transaction). |
| open indefinitely until a security reaches a specified | |
| market price) are not permitted. |
14
| Corporate actions in Covered Securities such | series of Security purchases when applying this |
| as stock dividends, stock splits, mergers, | holding rule. If you realize profits on short-term |
| consolidations, spin-offs, or other similar | trades, you will be required to relinquish the |
| corporate reorganizations or distributions. | profits. In addition, the trade will be recorded |
| Purchases or sales made as a part of an | as a violation of the Code. For example, you |
| Automatic Investment Program. | are not permitted to sell a security at $12 that |
| you purchased within the prior 60 days for $10. | |
| Purchases made upon the exercise of rights by | Similarly, you are not permitted to purchase a |
| an issuer in proportion to all holders of a class | security at $10 that you sold within the prior 60 |
| of its Securities, to the extent such rights were | days for $12. |
| acquired for such issuer. | |
| Spread Bets. You are prohibited from | |
| Acquisitions of Covered Securities through gifts | participating in Spread Betting on Securities, |
| or bequests. | indexes, interest rates, currencies, or |
| commodities. | |
| 7.2(e) Are there any prohibited transactions by | |
| Fund Access Persons? | 7.2(f) What are the blackout periods for Fund |
| Access Persons? | |
| Private Placements. You are prohibited from | |
| acquiring Securities in a Private Placement | There are restrictions that apply to a transaction in |
| without prior approval from the Compliance | a Covered Security if a Vanguard Fund has bought |
| Department. If you receive approval to purchase | or sold the same (or Related) Covered Security |
| Securities in a Private Placement, you must | within seven (7) calendar days. |
| disclose that Security if it subsequently goes to | |
| public offer or is pending listing on an exchange. | There are two types of blackout periods: |
| Web Resource To seek preclearance of a | Prohibited: the purchase or sale of a Covered |
| Private Placement, complete the Outside | Security after a Vanguard Fund trades in the |
| Business Activities and Conflicts of Interest | same (or Related) Covered Security. |
| Form under My CrewNet/My Compliance on | |
| CrewNet. | Note: Will result in a violation of the Code and |
| could require you to sell the Covered Security | |
| and relinquish profits. | |
| Futures and Options. You are prohibited from | |
| entering into, acquiring, or selling any Futures | Permitted: the purchase or sale of a Covered |
| contract (including single stock futures) or | Security seven calendar days before a Vanguard |
| any Option on any Security (including Options | Fund purchases or sells the same (or Related) |
| on ETFs). | Covered Security. |
| IPOs. You are prohibited from acquiring | |
| Securities in an initial public offering. | Note: Even permitted purchases and sales could |
| Short-Selling. You are prohibited from selling | have consequences (e.g., extended holding period |
| short any Security that you do not own or from | or relinquishing profits). |
| otherwise engaging in Short-Selling activities. | |
| Short-TermTrading. You are prohibited from | The Compliance Department may exempt from |
| purchasing and then selling any Covered | these prohibitions certain trades during blackout |
| Security at a profit, as well as selling and then | periods that coincide with trading by certain |
| repurchasing a Covered Security at a lower | Vanguard Funds (e.g., index funds). |
| price within 60 calendar days. A last-in-first-out | |
| accounting methodology will be applied to a | |
15
| (exclusive of commissions) between the purchase | |
| and sale prices you received multiplied by the | |
| number of shares you sold. In addition, the trade | |
| Quick Guide: Refer | will be recorded as a violation of the Code. |
| to the Trading and | |
| Reporting Requirements | Local law may also dictate the extent to which gains |
| for Fund Access Persons | must be relinquished. |
| document, which can be | |
| accessed from the Code | |
| of Ethics on CrewNet. | 7.2(i) Are there any waivers to the above blackout |
| periods? | |
| The Compliance Department may waive the | |
| blackout restriction as it applies to the sale of a | |
| 7.2(g) What happens if a Fund Access Person | Covered Security if the Chief Compliance Officer |
| makes a prohibited purchase or sale during a | (CCO) determines that its application creates a |
| blackout period (e.g., trades after a Vanguard | significant hardship to you (e.g., repeated rejection |
| Fund without approval)? | of preclearance requests) and, in the opinion of the |
| CCO, there is no conflict between your trade and | |
| If you make a prohibited purchase, you must sell the | the Vanguard Fund trade. |
| Covered Security and relinquish any gain from the | |
| transaction (exclusive of commissions). In addition, | Web Resource To request a hardship |
| the trade will be recorded as a violation of the Code. | exemption, complete the Hardship Waiver |
| Request Form on the Code of Ethics Resource | |
| If you make a prohibited sale, you must relinquish | page on CrewNet. |
| the difference (exclusive of commissions) between | |
| the sale price you received and the Vanguard Funds | |
| sale price (as long as your sale price is higher), | 7.2(j) What happens if a Fund Access Person |
| multiplied by the number of shares you sold. In | makes a short-term trade in a Vanguard Fund? |
| addition, the trade will be recorded as a violation of | The Compliance Department will monitor trading |
| the Code. | in Vanguard Funds and will review situations |
| where Vanguard Fund shares are redeemed | |
| Local law may also dictate the extent to which gains | within 30 calendar days of purchase (a short- |
| must be relinquished. | term trade). You may be required to relinquish |
| any profit made on a short-term trade and will be | |
| 7.2(h) What happens if a Fund Access Person | subject to disciplinary action if the Compliance |
| makes a permitted purchase or sale during a | Department determines that the short-term trade |
| blackout period (e.g., trades before a Vanguard | was detrimental to the interests of a Vanguard |
| Fund)? | Fund or a Vanguard Client or that there is a history |
| of frequent trading by the Crew Member or his or | |
| If you make a permitted purchase, you are not | her Immediate Family Members. For purposes of |
| permitted to sell the Covered Security at a profit for | this paragraph: |
| six months after the Vanguard Funds purchase. | A redemption includes a redemption by |
| If you make a permitted sale, you must relinquish | any means, including an exchange out of a |
| the difference (exclusive of commissions) between | Vanguard Fund. |
| the sale price you received and the Vanguard Funds | This policy does not cover purchases and |
| sale price (as long as your sale price is higher), | redemptions/sales (i) into or out of Vanguard |
| multiplied by the number of shares you sold. | money market funds, Vanguard short-term |
| bond funds, or Vanguard ETFs; or (ii) through an | |
| If you make a prohibited sale within the six-month | Automatic Investment Program. |
| period at a profit, you must relinquish the difference | |
16
Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
| 7.3 Crew Member Obligations when Purchasing, | Initial Holdings Report All new Crew Members |
| Redeeming, or Holding Vanguard Funds | are required to complete and submit to the |
| Compliance Department an Initial Holdings Report | |
| The following is a summary of obligations | disclosing all Covered Accounts and all Reportable |
| applicable to Crew Members who purchase, | Securities when they join Vanguard. This includes |
| redeem, or hold Vanguard Funds: | Brokerage Accounts held at Vanguard as well as |
| those held at another financial institution. This | |
| When purchasing, exchanging, or redeeming | information must be current as of 45 calendar days |
| shares of Vanguard Funds, you and your | prior to joining Vanguard. |
| Immediate Family Members must adhere to the | |
| policies and standards set forth in the funds | Web Resource New hires will receive an Initial |
| prospectuses, including policies on market- | Holdings Report via email. Status of completion |
| timing and frequent trading. | can be found in CrewNet under My CrewNet/My |
| If you are considered a Fund Access Person | Compliance. |
| or a VAI Access Person, you will be required | |
| to disclose any internal and external accounts | In addition, you must notify the Compliance |
| holding Vanguard Funds; however, you will not | Department if you or an Immediate Family Member |
| be required to seek prior trade approval for | has subsequently opened or intends to open a |
| purchases or redemptions in Vanguard Funds | Covered Account with a financial institution (e.g., |
| from the Compliance Department. | broker, dealer, advisor, or any other professional |
| If you are considered a Fund Access Person, the | money manager), has acquired holdings in |
| Compliance Department will monitor short-term | Reportable Securities, or if a preexisting Covered |
| trading (purchase and sale within 30 days) in | Account (including a Vanguard Brokerage Account) |
| Vanguard Funds. See Section 7.2(j). | becomes associated with you (such as through |
| U.S. Crew Members may hold Vanguard Funds | marriage or inheritance). |
| outside of Vanguard; however, Vanguard ETFs | |
| must be held in a Vanguard brokerage account. | Disclose new Covered Accounts and holdings by |
| All Non-U.S. Crew Members are required to | sending an email to Vanguard Compliance. |
| report holdings and transactions in Vanguard | |
| ETFs. Additionally, Non-U.S. Crew Members | |
| that are Fund Access Persons are required to | Quick Guide: Refer to the |
| report holdings and transactions in Vanguard | Trading and Reporting |
| mutual funds. | Requirements for |
| Non-Access Persons | |
| document, which can be | |
| Section 8. Reporting Requirements | accessed from the Code |
| of Ethics on CrewNet. | |
| The reporting requirements of this Section 8 | |
| apply to all transactions or holdings in which Crew | |
| Members have or will acquire Beneficial Ownership | |
| of Securities. | Duplicate statements and transaction |
| confirmations. You must disclose transactions | |
| 8.1 Reporting Requirements for U.S. Crew | in Reportable Securities made by you and your |
| Members | Immediate Family Members. For Brokerage |
| accounts held at Vanguard that you have disclosed, | |
| 8.1(a) What are the standard reporting | the Compliance Department will receive |
| requirements for U.S. Crew Members? | transaction confirmations automatically. For each |
| approved Covered Account and any holdings of | |
18
| Reportable Securities held outside of Vanguard, | Funds, 529 plans, and Annuity or Insurance |
| it is your responsibility to ensure that duplicate | products invested in Vanguard Funds held outside |
| statements and transaction confirmations are | of Vanguard. You are not required to disclose |
| delivered to the Compliance Department. If | transactions if the Compliance Department |
| the outside investment firm is not able to send | receives duplicate confirmations or statements |
| statements and transaction confirmations directly | within 30 calendar days after the end of each |
| to Vanguard, you will be required to submit copies | calendar quarter. If there are no transactions in |
| immediately after you receive them, unless you | Reportable Securities or new Covered Accounts to |
| receive an exemption from this requirement | disclose, the report should state None. |
| from the Compliance Department. Transaction | |
| confirmations and statements are not required | Annual Holdings Report Each year, through the |
| if the account does not have the ability to hold | Annual Crew Certification, you must confirm that |
| Securities (e.g., a traditional checking account). | you have reported all Covered Accounts, holdings in |
| Reportable Securities, and Vanguard mutual funds | |
| 8.1(b) What additional reporting requirements | held outside of Vanguard. |
| exist for U.S. Fund Access Persons and VAI | |
| Access Persons? | 8.2 Reporting Requirements for Non-U.S. Crew |
| Members | |
| Initial Holdings Report In addition to the | |
| standard reporting requirements for all new U.S. | 8.2(a) What are the standard reporting |
| Crew Members, you must also disclose the | requirements for Non-U.S. Crew Members? |
| following: | |
| Initial Holdings Report All new Crew Members | |
| Covered Accounts where you exercise | are required to disclose all Covered Accounts and |
| Investment Discretion. | holdings of Reportable Securities to their local |
| Accounts, 529 college savings plans, and annuity | Compliance Department when they join Vanguard. |
| or insurance products holding Vanguard Funds. | This includes disclosure of all Covered Accounts |
| where transactions are made under an Automatic | |
| Investment Program. The account and Security | |
| Quick Guide: Refer to | information will be requested and completed |
| the Trading and Reporting | through the New Crew Certification process. This |
| Requirements for Fund | information must be current as of 45 calendar days |
| Access Persons and the | prior to joining Vanguard. |
| Trading and Reporting | |
| Requirements for | Web Resource Disclose Covered Accounts and |
| VAI Access Persons | holdings in Reportable Securities within the Accounts |
| documents, which can be | and Holdings section under My CrewNet/My |
| accessed from the Code | Compliance on CrewNet. |
| of Ethics on CrewNet. | |
| In addition, you must disclose if you or an | |
| Immediate Family Member has subsequently | |
| The information must be sent to the Compliance | opened a Covered Account with a financial |
| Department no later than ten (10) calendar days | institution (e.g., broker, dealer, advisor, or any |
| after you become a Fund Access or VAI Access | other professional money manager), has acquired |
| Person. | holdings in Reportable Securities, or if a preexisting |
| Covered Account becomes associated with you | |
| QuarterlyTransaction Report You must report to | (such as through marriage or inheritance). |
| the Compliance Department, within 30 days after | |
| the end of each calendar quarter, any transactions | |
| in Reportable Securities, holdings in Vanguard | |
19
| Initial Holdings Report In addition to the | |
| standard reporting requirements for all new Non- | |
| Quick Guide: Refer | U.S. Crew Members, you must also disclose the |
| to the Trading and | following: |
| Reporting Requirements | Covered Accounts where you exercise |
| for Non-Access Persons | Investment Discretion. |
| document, which can be | Accounts, pension plans, and annuity or |
| accessed from the Code | insurance products holding Vanguard Funds. |
| of Ethics on CrewNet. | |
| Accounts holding Vanguard Funds where | |
| transactions are made under an Automatic | |
| Reporting transactions You are required to | Investment Program. |
| report to your local Compliance Department any | The information must be sent to the Compliance |
| transactions in Reportable Securities. You do | Department no later than ten (10) calendar days |
| not have to report each transaction in a Covered | after you become a Fund Access Person. |
| Account if the transactions are made under an | |
| Automatic Investment Program. | Web Resource Disclose Covered Accounts, |
| holdings in Vanguard Funds, and Reportable Securities | |
| Web Resource Disclose Reportable Securities | within the Accounts and Holdings section under My |
| transactions within the Accounts and Holdings | CrewNet/My Compliance on CrewNet. |
| section under My CrewNet/My Compliance on | |
| CrewNet. | |
| Duplicate statements and transaction | Quick Guide: Refer |
| confirmations For each Covered Account | to the Trading and |
| and holdings in Reportable Securities, it is your | Reporting Requirements |
| responsibility to ensure that duplicate statements | for Fund Access Persons |
| and transaction confirmations are being delivered | document, which can be |
| to your local Compliance Department. If the | accessed from the Code |
| Investment firm is not able to send statements | of Ethics on CrewNet. |
| and confirmations directly to Vanguard, you will be | |
| required to submit copies immediately after you | |
| receive them, unless you receive an exemption | |
| from this requirement from the Compliance | QuarterlyTransaction Reports You must |
| Department. You do not have to send transaction | report to the Compliance Department, within 30 |
| confirmations if the transactions are made under | days after the end of each calendar quarter, any |
| an Automatic Investment Program. | transactions in Reportable Securities, holdings |
| in Vanguard Funds, 529 plans, and Annuity or | |
| Note: Have the Investment firm mail copies or | Insurance products invested in Vanguard Funds |
| interoffice mail transaction confirmations and | held outside of Vanguard. You are not required to |
| statements to your local Compliance Department | disclose transactions if the Compliance Department |
| immediately upon your receipt. | receives duplicate confirmations or statements |
| within 30 calendar days after the end of each | |
| 8.2(b) What are the additional reporting | calendar quarter. If there are no transactions in |
| requirements for Non-U.S. Crew Members that | Reportable Securities or new Covered Accounts to |
| are Fund Access Persons? | disclose, the report should state None. |
20
Certification
Requirements
On an annual basis,
you are required to
acknowledge that
you understand the
Code of Ethics and
will comply with its
provisions.
| Annual Holdings Report Each year, through the | Section 10. Sanctions |
| Annual Crew Certification, you must confirm that | |
| you have reported all Covered Accounts, Report- | Potential violations of the Code will be investigated |
| able Securities, and Vanguard mutual funds. | by your local Compliance Department. All violations |
| of the Code will be reported to the Vanguard | |
| For Fund Access Persons of Vanguard Investments | CCO. The Compliance Department (as authorized |
| Hong Kong, Limited (VIHK) the holdings disclosure | by the CCO) will impose whatever sanctions are |
| requirement is semi-annual, including the provision | considered to be necessary and appropriate under |
| of statements. | the circumstances and in the best interests of |
| Vanguard Clients. These sanctions, subject to local | |
| 8.3 Obligations for all Crew Members to Report | laws, may include, without limitation, bans on |
| Violations | personal trading, disgorgement of trading profits, |
| and personnel action, including termination of | |
| Any Crew Member who is aware of a violation of | employment, where appropriate. |
| the Code should report the violation to his local | |
| Compliance Department immediately. | The CCO, in his or her discretion, may waive |
| compliance with any particular provision of this | |
| Section 9. Certification | Code if he or she deems it necessary to avoid |
| Requirements | an unjust result and there is no apparent conflict |
| of interest. | |
| 9.1 Certification Requirements for all Crew | |
| Members | Section 11. Vanguard Expatriates |
| 9.1(a) What are the certification requirements as | If you have been seconded from your country of |
| a new Crew Member? | employment (Home Country) to an overseas |
| affiliate (Host Country), you must follow the | |
| New Crew Certification All new Crew Members | following reporting requirements: |
| must certify to the Compliance Department, that (i) | |
| they have read and understand the Code, (ii) they | All Outside Business Activities preclearance |
| will comply with all requirements of the Code, and | requests must be submitted to the Home Country |
| (iii) they will report all required transactions. | for approval. |
| All gifts and entertainment must be submitted to | |
| 9.1(b) What are the annual certification | the Host Country for approval. |
| requirements? | |
| Where applicable, any application for preapproval | |
| Annual Crew Certification All Crew Members | of personal account dealing and associated |
| must certify annually that (i) they have read and | account holdings and trade reporting must be |
| understand the Code, (ii) they have and will | submitted to the Home Country. |
| continue to comply with all requirements of | |
| the Code, and (iii) they will report all required | |
| transactions. In addition, Fund Access and VAI | |
| Access Persons must confirm that they have | |
| reported all Covered Accounts and Reportable | |
| Securities required pursuant to the requirements | |
| of the Code. | |
22
Appendices
Appendix A.
Definitions
Appendix B.
Additional Personal Trading Activities
Appendix C.
Independent Directors and Trustees (U.S. Crew Only)
| Appendix A. Definitions | Your interest as a general partner or manager/ |
| member in Securities held by a general or limited | |
| The following definitions apply throughout | partnership or limited liability company. |
| the Code. | Your interest as a member of an Investment club |
| or an organization that is formed for the purpose | |
| American Depository Receipts (ADRs) | of investing in a pool of monies or Securities. |
| A receipt that represents a specific number of | Your ownership of Securities as a trustee of a |
| shares of a foreign-based corporation held by a | trust in which either you or an Immediate Family |
| U.S. bank and entitles the holder to all dividends | Member has a vested interest in the principal |
| and capital gains. Through ADRs, investors can buy | or income of the trust or your ownership of a |
| shares of foreign-based companies in the United | vested interest in a trust. |
| States instead of in foreign markets. | |
| Securities owned by a corporation which is | |
| Automatic Investment Program | directly or indirectly controlled by, or under |
| A program in which regular periodic purchases (or | common control with, such person. |
| withdrawals) are made automatically in (or from) | |
| Investment accounts, according to a predetermined | Bond |
| schedule and allocation. An Automatic Investment | A debt security (IOU) issued by a corporation, |
| Program includes a dividend reinvestment plan. | government, or government agency in exchange for |
| the money the bondholder lends it. | |
| Bankers Acceptance | |
| A money market instrument guaranteed by a | Bribery |
| bank; it is generally used by nonfinancial firms for | The act of making an illegal payment from one |
| international trade. | party to another, usually in return for a legal or |
| financial favor. | |
| Beneficial Ownership | |
| The opportunity to directly or indirectlythrough | Brokerage Account |
| any contract, arrangement, understanding, | Any account where a Crew Member can transact |
| relationship, or otherwiseshare at any time in | in Securities, including Automatic Investment |
| any economic interest or profit derived from an | Programs, employee stock purchase programs, and |
| ownership of or a transaction in a Security. You | employee stock option programs. |
| are deemed to have Beneficial Ownership in the | |
| following: | Certificate of Deposit (CD) |
| An insured, interest-bearing deposit at a bank that | |
| Any Security owned individually by you. | requires the depositor to keep the money invested |
| Any Security owned by an Immediate Family | for a specified period. |
| Member. | |
| Closed-End Fund | |
| Any Security owned in joint tenancy, as | A fund that offers a fixed number of shares. The |
| tenants in common, or in other joint ownership | fixed number of shares outstanding are offered |
| arrangements. | during an initial subscription period, similar to an |
| Any Security in which an Immediate Family | initial public offering. After the subscription period |
| Member has Beneficial Ownership if the | is closed, the shares are traded on an exchange |
| Security is held in an account over which you | between investors, like a regular stock. |
| have decision-making authority (e.g., you act as | |
| a trustee, executor, or guardian, or you provide | Commercial Paper |
| Investment advice). | A promissory note issued by a large company in |
| need of short-term financing. |
24
| Contract for Difference (CFD) | Exchange-Traded Fund (ETF) |
| A contract between two parties, typically described | An investment with characteristics of both mutual |
| as buyer and seller, stipulating that the seller will | funds and individual stocks. Many ETFs track an |
| pay the difference between the current value of | index, a commodity, or a basket of assets. Unlike |
| an asset and its value at contract time. (If the | mutual funds, ETFs can be traded throughout the |
| difference is negative, then the buyer pays instead | day. ETFs often have lower expense ratios but must |
| of the seller.) | be purchased and sold through a broker, which |
| means you may incur commissions. | |
| Covered Account | |
| A Brokerage Account or any other type of account | Exchange-Traded Note (ETN) |
| that holds, or is capable of holding, Reportable | A senior, unsecured, unsubordinated debt Security |
| Securities. | issued by a financial institution, backed only by the |
| credit of the issuer. ETNs have a maturity date but | |
| Covered Security | typically pay no periodic coupon interest and offer |
| Any Security (as defined below), other than (i) | no principal protection. At maturity, an ETN investor |
| Direct Obligations of a Government; (ii) Bankers | receives a cash payment linked to the performance |
| Acceptances, bank Certificates of Deposit, | of the corresponding index, less fees. |
| Commercial Paper, and High-Quality Short- | |
| Term Debt Instruments, including Repurchase | Fund Access Person |
| Agreements; (iii) shares issued by Open-End | Any officer, director, or trustee of Vanguard or a |
| Investment companies (although for European | Vanguard Fund, excluding Independent Directors |
| subsidiaries, this is limited to UCITS schemes, a | and Trustees, and any Crew Member who, in the |
| non-UCITS retail scheme, or another fund that is | course of his or her regular duties, participates in |
| subject to supervision under the law of an EEA | the selection of a Vanguard Funds Securities or |
| state which is an index fund or which requires an | who works in a Vanguard department or unit that |
| equivalent level of risk spreading in their assets); | has access to information regarding a Vanguard |
| (iv) life policies; and (v) exchange-traded funds and | Funds impending purchases or sales of Securities. |
| exchange-traded notes. | For Crew Members who are not officers, the |
| Compliance Department designates Fund Access | |
| Crew Member | Persons by department number. |
| All employees, officers, directors, and trustees of | |
| Vanguard or a Vanguard fund. | |
| Debenture | Quick Guide: Refer to |
| An unsecured debt obligation backed only by the | the Fund Access Person |
| general credit of the borrower. | Departments document, |
| which can be accessed | |
| Direct Obligations of a Government | from the Code of Ethics |
| A debt that is backed by the full taxing power of | on CrewNet. |
| any government. These Securities are generally | |
| considered to be of the very highest quality. | |
| Futures/Futures Contract | |
| Evidence of Indebtedness | A contract to buy or sell specific amounts of a |
| Written agreements for enforceable obligations to | commodity or financial instrument (such as grain, |
| pay money. | a foreign currency, or an index) for an agreed-upon |
| price at a certain time in the future. Sometimes | |
| the arrangements in a contract prescribe that | |
| settlements are made through cash payments, | |
| rather than the delivery of physical goods or | |
| Securities; this is called Contract for Difference. | |
25
| High-Quality Short-Term Debt Instrument | Non-Access Person |
| An instrument that has a maturity at issuance | Any Crew Member who is not a Fund Access |
| of less than 366 days and that is rated in one of | Person or Vanguard Advisers, Inc. (VAI) Access |
| the two highest ratings categories by a nationally | Person. |
| recognized statistical rating organization, or an | |
| instrument that is unrated but determined by | Note |
| Vanguard to be of comparable quality. | A financial security that generally has a longer |
| term than a bill, but a shorter term than a | |
| Immediate Family Members | bond. However, the duration of a note can vary |
| Your spouse, domestic partner (an | significantly and may not always fall neatly into |
| unrelated adult with whom you share your | this categorization. Notes are similar to bonds in |
| home and contribute to each others support), | that they are sold at, above, or below face (par) |
| and minor children. | value; make regular interest payments; and have a |
| specified term until maturity. | |
| Independent Directors and Trustees | |
| Any director or trustee who is not an interested | Open-End Fund |
| person of a Vanguard fund within the meaning of | A mutual fund that has an unlimited number of |
| Section 2(a)(19) of the Investment Company Act | shares available for purchase. |
| of 1940. | |
| Option | |
| Initial Public Offering (IPO) | The right, but not the obligation, to buy (for a call |
| A corporations first offering of common stock to | Option) or sell (for a put Option) a specific amount |
| the public. | of a given stock, commodity, currency, index, or |
| debt, at a specified price (the strike price) during a | |
| Investment | specified period or on one particular date. |
| A monetary asset purchased with the idea that | |
| the asset will provide income in the future or | Private Placement |
| appreciate and be sold at a higher price. | The sale of securities to a relatively small number |
| of select investors (as opposed to a public issue, | |
| Investment Contract | in which Securities are made available for sale on |
| Any contract, transaction, or scheme whereby a | the open market) in order to raise capital. Investors |
| person invests money in a common enterprise and | involved in private placements are usually large |
| is led to expect profits solely from the efforts of the | banks, mutual funds, insurance companies, and |
| promoter or third party. | pension funds. |
| Investment Discretion | Private Securities Transaction |
| The authority an individual may exercise, with | An Investment in an enterprise or unregistered |
| respect to investment control or trading discretion, | security that is not typically held in a traditional |
| on another persons account (e.g., executor, | Brokerage Account. They are personal Securities |
| trustee, or power of attorney). | outside of Vanguard, which includes interests |
| in limited partnerships, Private Placements, or | |
| Money Market Fund | restricted stock. |
| A mutual fund that seeks income, liquidity, and a | |
| stable share price by investing in very short-term | |
| investments. Money market funds are suitable | |
| for the cash reserves portion of a portfolio or for | |
| holding funds youll need soon. | |
26
| Real Estate Investment Trust (REIT) | Security |
| A publicly traded company that invests in real | Any Stock, Bond, money market instrument, Note, |
| estate and distributes almost all of its taxable | evidence of indebtedness, debenture, Warrant, |
| income to shareholders. REITs often specialize in | Option, Investment Contract, ETF, ETN, or any |
| a particular kind of property. They can, for example, | other Investment or interest commonly known as |
| invest in real estate such as office buildings, | a Security. |
| shopping centers, or hotels; purchase real estate | |
| (an equity REIT); and provide loans to building | Short-Selling |
| developers (a mortgage REIT). REITs offer the | The sale of a Security that the investor does not |
| opportunity for smaller investors to invest in | own to take advantage of an anticipated decline in |
| real estate. | the price of the security. To sell short, the investor |
| must borrow the security from a broker to make | |
| Related Security | delivery to the buyer. |
| Any Security or instrument that provides economic | |
| exposure to the same company or entity | Spread-Betting |
| provided, however, that equity instruments will not | A way of trading that enables you to profit from the |
| be considered related to fixed income instruments | movement of a wide range of markets from shares |
| (other than convertible Bonds) and vice-versa. For | to currencies, commodities and interest rates. It |
| example, all of the following instruments would | allows you to trade on whether the price quoted for |
| be related to the common Stock of Company | these financial instruments will go up or down. |
| X: Options, Futures, Rights, and Warrants on | |
| Company X common Stock; preferred Stock | Stock |
| issued by Company X; and Bonds convertible into | A Security that represents part ownership, or |
| Company X common Stock. Similarly, different | equity, in a corporation. Each share of stock is |
| Bonds issued by Company X would be related to | a proportional stake in the corporations assets |
| one another. | and profits, some of which could be paid out as |
| dividends. | |
| Reportable Securities | |
| Any Covered Security (as defined above), ETFs, | Unit Investment Trust (UIT) |
| and ETNs. | An SEC-registered Investment company that |
| purchases a fixed, unmanaged portfolio of income- | |
| Repurchase Agreement | producing Securities and then sells shares in the |
| An arrangement by which the seller of an | trust to investors, usually in units of at least $1,000. |
| asset agrees, at the time of the sale, to buy | |
| back the asset at a specific price and, typically, | Vanguard |
| on a given date. | The Vanguard Group, Inc. (VGI) and any of its |
| affiliates including, but not limited to, Vanguard | |
| Rights | Global Advisors Inc., Vanguard National Trust |
| A Security giving stockholders entitlement to | Company, Vanguard Advisors Inc., Vanguard |
| purchase new shares issued by the corporation at a | Investments Australia Ltd, Vanguard Investments |
| predetermined price (normally at a discount to the | Hong Kong Ltd, Vanguard Investments Japan, Ltd, |
| current market price) in proportion to the number | Vanguard Investments Singapore, Ltd, Vanguard |
| of shares already owned. Rights are issued only for | Asset Services, Ltd, Vanguard Asset Management, |
| a short period of time, after which they expire. | Ltd (and any branch office thereof), Vanguard |
| Investments, UK Ltd, Vanguard Investments | |
| Switzerland GmbH, Vanguard Group (Ireland) | |
| Limited, and Vanguard Investments Canada Inc. |
27
| Vanguard Advisers, Inc. (VAI) Access Person | Warrant |
| Any VAI officer, as well as any Crew Member who | An entitlement to purchase a certain amount of |
| is involved in making Securities recommendations | common stock at a set price (usually higher than |
| to VAI clients, or has significant levels of interaction | the current price) during an extended period of |
| or dealings with VAI clients for the purposes of | time. Usually issued with a fixed-income security |
| providing VAI services to clients. For VAI Crew | to enhance its marketability, a warrant can be |
| Members who are not officers, the Compliance | transferred, traded, or exercised by the holder. |
| Department designates access persons by | |
| department numbers. | |
| Quick Guide: Refer to | |
| the VAI Access Person | |
| Departments document, | |
| which can be accessed | |
| from the Code of Ethics | |
| on CrewNet. | |
| Vanguard Clients | |
| The clients of VGI, or any of its affiliates, and | |
| investors in the Vanguard Funds, including the | |
| Vanguard Funds themselves. | |
| Vanguard Expat | |
| A Crew Member employed by a Vanguard entity in | |
| a country other than the one in which he or she is | |
| working. For example, Vanguard sends you from | |
| your job in the Pennsylvania office to work for an | |
| extended period in its London office; once you are | |
| in London, you would be considered an expatriate | |
| or expat. | |
| Vanguard Funds | |
| The mutual funds, ETFs, and any other accounts | |
| sponsored or managed by Vanguard. This includes, | |
| but is not limited to, separately managed accounts | |
| and collective trusts. | |
| Vanguard Officers | |
| Those Vanguard Crew Members at a Principal-level | |
| position or higher. | |
28
| Appendix B. Additional Personal | local Compliance Department. In the event |
| Trading Activities | you receive approval to purchase Securities in |
| a Private Placement, you must disclose that | |
| B.1 Australia | Investment if you play any part in a Vanguard |
| Clients later consideration of an Investment in | |
| B.1(a) What are the Vanguard Fund reporting | the issuer. |
| requirements for Crew Members in Australia? | Prohibition on IPOs. You are prohibited from |
| acquiring Securities in an IPO. | |
| Crew Members and their Immediate Family | Prohibition on Short-Selling. You are prohibited |
| Members in Australia will be required to disclose | from selling any Security that you do not own or |
| their Vanguard Fund accounts in My CrewNet/ | otherwise engaging in Short-Selling activities. |
| My Compliance but are not required to report | Prohibition on short-term trading. You are |
| transactions in Vanguard Funds to the local | prohibited from purchasing and then selling any |
| Compliance Department. For monitoring purposes, | Covered Security at a profit, as well as selling |
| the local Compliance Department will access their | and then repurchasing the Covered Security at |
| records via the transfer agency system maintained | a lower price within 60 calendar days. A last- |
| at VIA, as required. | in-first-out accounting methodology will be |
| applied to a series of Securities purchases when | |
| Note: Trades in Vanguard ETFs are required to be | applying this holding rule. If you realize profits |
| reported, as these records are not held by VIA. | on such short-term trades, you must relinquish |
| the profits to The Vanguard Group Foundation | |
| B.2 Japan | (exclusive of commissions). |
| B.2(a) What are the additional trading | Prohibition on short-term trading on options. |
| restrictions for Crew Members in Japan? | You may hold options on a Covered Security |
| until you exercise the options or the options | |
| Crew Members are prohibited from activities | expire. However, you may not otherwise close |
| including, but not limited to, placing an order | any open positions within 60 calendar days. If |
| with other association members (i.e., Investment | you realize profits on such short-term trades, |
| firms), for the sale, purchase, or other transaction | you must relinquish such profits to The Vanguard |
| in Securities, without obtaining prior written | Group Foundation (exclusive of commissions). |
| consent from their local Compliance Department; | For example, you would not be permitted to sell |
| and engaging in margin transactions, Securities- | a Covered Security at $12 that you purchased |
| related derivatives transactions, and specified OTC | within the prior 60 days for $10. Similarly, you |
| derivatives transactions on their own account. | would not be permitted to purchase a Covered |
| Security at $10 that you had sold within the prior | |
| B.3 U.S. VAI Access Persons | 60 days for $12. |
| B.3(a) What are the additional trading | B.4 Non-U.S. Crew Members that have |
| restrictions for U.S. Crew Members that are VAI | Discretionary Management Arrangements |
| Access Persons? | |
| B.4(a) Do I need to report discretionary | |
| You are subject to the following restrictions with | Investment management arrangements if I am |
| respect to any transaction in which you will acquire | a non-U.S. Crew Member that is a Fund Access |
| any direct or indirect Beneficial Ownership: | Person? |
| Prohibition on Private Placements. You are | If you, your spouse, or domestic partner have |
| prohibited from acquiring Securities in a Private | an arrangement in place with a third party to |
| Placement without prior approval from your | manage Securities on a discretionary basis, |
29
| you must provide a copy of the discretionary | Appendix C: Independent Directors | |
| management agreement to your local Compliance | and Trustees (U.S. Crew Only) | |
| Department in advance of any transactions subject | ||
| to the agreement. In addition, a Discretionary | Independent Directors and Trustees of the | |
| Management Approval Form must be submitted | Vanguard Funds are required to report Securities | |
| online via the Code of Ethics System, which is | transactions to the Compliance Department only | |
| accessible through CrewNet. | when a transaction is completed within 15 days of | |
| a security being purchased or sold by a Vanguard | ||
| Web Resource Complete the Discretionary | Fund and the Director/Trustee had knowledge (or | |
| Management Approval Form during account setup in | should have had knowledge) of the transaction. | |
| My CrewNet/My Compliance. | ||
| Additionally, the following Sections of the Code are | ||
| If your local Compliance Department deems | applicable to Independent Directors and Trustees: | |
| that the arrangement does not allow any prior | ||
| communication or instruction in connection with | Sections | |
| the transaction between you or your Immediate | ||
| Family Member and the portfolio manager of the | ||
| account, the arrangement will be approved. You | Standards of Conduct (excludes the | |
| and your Immediate Family Members will not | Section 2 | reporting requirements for conflicts |
| need to obtain preclearance of trades or report | of interest) | |
| transactions or holdings that are subject to such | Section 5 | Anti-Bribery Policy |
| an arrangement. However, you will be required | Section 6 | Duty of Confidentiality |
| to provide holdings and transaction reports to | Personal Securities Activities 7.1(a) | |
| your local Compliance Department. If your local | Section 7 | and 7.3 (first bullet) |
| Compliance Department does not approve the | ||
| arrangement, then the general requirements of the | ||
| Code will apply. | ||
30
Do the right thing
© 2017 The Vanguard Group, Inc.
All rights reserved.
BBBBLVCN 112017
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Vanguard S&p 500 Etf (VOO) call put ratio 1.4 calls to 1 put
- Village Farms launches Pink Kush cured resin vape in Canada
- Village Farms advances Delta 2 greenhouse cannabis expansion
Create E-mail Alert Related Categories
SEC FilingsRelated Entities
VanguardSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!



Tweet
Share