Form 485BPOS VANGUARD SPECIALIZED
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 2-88116) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 101 | [X] |
| and | |
| REGISTRATION STATEMENT (NO. 811-03916) UNDER THE INVESTMENT COMPANY ACT | |
| OF 1940 | |
| Amendment No. 104 | [X] |
| VANGUARD SPECIALIZED FUNDS | |
| (Exact Name of Registrant as Specified in Declaration of Trust) | |
| P.O. Box 2600, Valley Forge, PA 19482 | |
| (Address of Principal Executive Office) | |
| Registrant’s Telephone Number (610) 669-1000 | |
| Anne E. Robinson, Esquire | |
| P.O. Box 876 | |
| Valley Forge, PA 19482 | |
| Approximate Date of Proposed Public Offering: | |
| It is proposed that this filing will become effective (check appropriate box) | |
| [X] immediately upon filing pursuant to paragraph (b) | |
| [ ] on (date), 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 Global Capital Cycles Fund |
| Prospectus |
| September 26, 2018 |
| Investor Shares |
| Vanguard Global Capital Cycles Fund Investor Shares (VGPMX)* |
| *Formerly known as Vanguard Precious Metals and Mining Fund |
| This prospectus contains financial data for the Fund through the fiscal year ended January 31, 2018. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
| passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| Fund Summary | 1 | Investing With Vanguard | 24 |
| More on the Fund | 6 | Purchasing Shares | 24 |
| The Fund and Vanguard | 15 | Redeeming Shares | 27 |
| Investment Advisor | 16 | Exchanging Shares | 31 |
| Dividends, Capital Gains, and Taxes | 17 | Frequent-Trading Limitations | 31 |
| Share Price | 20 | Other Rules You Should Know | 33 |
| Financial Highlights | 22 | Fund and Account Updates | 38 |
| Employer-Sponsored Plans | 39 | ||
| Contacting Vanguard | 40 | ||
| Additional Information | 41 | ||
| Glossary of Investment Terms | 43 | ||
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 | 0.34% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Fund Operating Expenses1 | 0.37% |
1 The expense information shown in the table has been restated to reflect current fees.
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 |
| $38 | $119 | $208 | $468 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 35% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests in U.S. and foreign equity securities. The Fund seeks to generate above average compounded returns by purchasing securities in companies and industries where capital spending is declining, and seeks to avoid companies, assets, and business models that can be easily replicated. Companies, assets, and business models that cannot be easily replicated may include those with differentiated offerings, a low-cost advantage, or that maintain an advantage over competitors in their same industry. The Fund typically invests across a range of sectors, a mix of developed and emerging markets stocks, and typically holds companies across the market capitalization spectrum. The Fund will concentrate its investments (i.e. hold 25% or more of its total assets) in securities of issuers in the precious metals and mining industry.
Principal Risks
An investment in the Fund could lose money over short or long periods of time. You should expect the Fund’s share price and total return to fluctuate within a wide range. The Fund is subject to the following risks, which could affect the Fund’s performance:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Fund’s 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.
• Investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from global stock markets. Small-, mid-, and large-capitalization stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the global 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. Small and midsize companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
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• 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.
• Country/regional risk, which is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value of securities issued by companies in foreign countries or regions. Country/regional risk is especially high in emerging markets.
• Currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
Currency risk is especially high in emerging markets.
• Industry concentration risk, which is the chance that there will be particular problems affecting an entire industry. Any fund that concentrates in a particular industry will generally be more volatile than a fund that invests more broadly. The precious metals and mining industry could be affected by sharp price volatility caused by global economic, financial, and political factors. Resource availability, government regulation, inflation expectations and economic cycles could also adversely affect that industry.
• Nondiversification risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks or even a single stock. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
Effective September 26, 2018, the Fund changed its name, performance benchmark, and investment strategy. Performance for the periods shown below is based on the investment strategy utilized by the Fund prior to September 26, 2018, under the name Vanguard Precious Metals and Mining Fund. Performance for the periods shown below reflects that of the Fund's prior investment advisor, M&G Investment Management Limited ("M&G"). M&G served as the Fund's investment advisor through July 27, 2018.
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 relevant market indexes, which have investment characteristics similar to those of the Fund. Returns for the MSCI ACWI Index are adjusted for withholding taxes. As of September 26, 2018, in connection with a change to the Fund’s name and investment strategy, the Fund added the S&P Global BMI Metals & Mining 25% Weighted Index (USD) (Custom) and the MSCI ACWI Index as the performance benchmarks against which the Fund measures
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its performance and no longer measures its performance against the S&P Global Custom Metals and Mining Index and the S&P 500 Index. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Global Capital Cycles Fund Investor Shares1
During the periods shown in the bar chart, the highest return for a calendar quarter was 34.84% (quarter ended June 30, 2016), and the lowest return for a quarter was –42.56% (quarter ended September 30, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2017 | |||
| 1 Year | 5 Years | 10 Years | |
| Vanguard Global Capital Cycles Fund Investor Shares | |||
| Return Before Taxes | 13.75% | –7.02% | –6.60% |
| Return After Taxes on Distributions | 13.77 | –7.16 | –7.35 |
| Return After Taxes on Distributions and Sale of Fund Shares | 7.81 | –5.16 | –4.26 |
| Comparative Indexes | |||
| S&P Global BMI Metals & Mining 25% Weighted Index (USD) | |||
| (Custom)1 | — | — | — |
| MSCI ACWI Index (reflects no deduction for fees or expenses) | 23.97 | 10.80 | 4.65 |
| Standard & Poor's 500 Index (reflects no deduction for fees, | |||
| expenses, or taxes) | 21.83 | 15.79 | 8.50 |
| S&P Global Custom Metals and Mining Index (reflects no | |||
| deduction for fees, expenses, or taxes) | 26.04 | –4.61 | –2.41 |
1 Effective September 26, 2018, the Fund changed its primary benchmark to the S&P Global BMI Metals and Mining 25% Weighted Index (USD)(Custom) and changed its name and investment strategy. Because the S&P Global BMI Metals and Mining 25% Weighted Index (USD)(Custom) has an inception date of June 3, 2018, performance information is not included above.
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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
Keith E. White, Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has managed the Fund since 2018.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com), by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1. Financial intermediaries, institutional, 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 Fund’s distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement or savings plan, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main 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 Global Capital Cycles Fund’s expense ratio would be |
| 0.37%, or $3.70 per $1,000 of average net assets. |
| Plain Talk About Costs of Investing |
| Costs are an important consideration in choosing a mutual fund. That is because |
| you, as a shareholder, pay a proportionate share of the costs of operating a fund |
| and any transaction costs incurred when the fund buys or sells securities. These |
| costs can erode a substantial portion of the gross income or the capital |
| appreciation a fund achieves. Even seemingly small differences in expenses can, |
| over time, have a dramatic effect on a fund‘s performance. |
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund‘s board of trustees, which oversees the Fund‘s management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.
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Market Exposure
The Fund invests in U.S. and foreign equity securities. The Fund seeks to generate above average compounded returns by purchasing securities in companies and industries where capital spending is declining, and seeks to avoid companies, assets, and business models that can be easily replicated. Companies, assets, and business models that cannot be easily replicated may include those with differentiated offerings, a low-cost advantage, or those that maintain an advantage over competitors in their same industry. The Fund typically invests across a range of sectors, a mix of developed and emerging markets stocks, and typically holds companies across the market capitalization spectrum. The Fund will concentrate its investments (i.e. hold 25% or more of its total assets) in securities of issuers in the precious metals and mining industry.
The Fund typically selects securities when they are at a discount to intrinsic value. Based on the investment advisor’s belief in capital efficiency, the Fund looks for companies and industries where capital spending is declining, and below depreciation levels, as the advisor believes a lack of reinvestment leads to scarcity and supply tightness. The Fund invests in a broad range of companies, industry sectors, and countries. The Fund may have an orientation towards value stocks (characterized by relatively low prices in relation to earnings and intrinsic value).
The advisor will sell a security when, in the view of the advisor, it is no longer an attractive investment or if the advisor deems the sale of the security to be in the best interest of the Fund.
| Plain Talk About Value Funds |
| Value investing is a style employed by stock-fund managers. Value funds typically |
| emphasize 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. |
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The Fund is subject to investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from global stock markets. Small-, mid-, and large-capitalization stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the global 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. Small and mid-size companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
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.
U.S. Stocks
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 | ||||
| (1926–2017) | ||||
| 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.
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Keep in mind that the S&P 500 Index tracks mainly large-cap stocks. Historically, industry-specific mid- and small-cap stocks such as those held by the Fund have been more volatile than—and at times have performed quite differently from—the large-cap stocks found in the S&P 500 Index. This volatility is the result of several factors, including special industry risks and less certain growth and dividend prospects for smaller companies.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Fund‘s 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.
Foreign Stocks
The Fund invests in foreign stocks as part of its principal investment strategy.
To illustrate the volatility of foreign stock prices, the following table shows the best, worst, and average annual total returns for foreign stock markets over various periods as measured by the MSCI EAFE Index, a widely used barometer of foreign 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.
| Foreign Stock Market Average Annual Returns | ||||
| (1970–2017) | ||||
| 1 Year | 5 Years | 10 Years | 20 Years | |
| Best | 69.4% | 36.1% | 22.0% | 15.5% |
| Worst | –43.4 | –4.7 | 0.7 | 3.1 |
| Average | 11.1 | 9.4 | 9.5 | 9.7 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1970 through 2017. These average annual returns reflect past performance of foreign stocks; you should not regard them as an indication of future performance of either foreign markets as a whole or the Fund in particular.
Note that the MSCI EAFE Index does not take into account returns for emerging markets, which can be substantially more volatile and substantially less liquid than the more developed markets included in the Index. In addition, because the MSCI EAFE Index tracks the European and Pacific developed markets collectively, the returns in the preceding table do not reflect the variability of returns for these markets individually. To illustrate this variability, the following table shows returns for different
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foreign markets—as well as for the U.S. market for comparison—from 2008 through 2017, as measured by their respective indexes.
| Average Annual Returns for Various Stock Markets 1 | ||||
| European | Pacific | Emerging | U.S. | |
| Market2 | Market2 | Markets2 | Market | |
| 2008 | –46.42% | –36.42% | –53.33% | –37.00% |
| 2009 | 35.83 | 24.18 | 78.51 | 26.46 |
| 2010 | 3.88 | 15.92 | 18.88 | 15.06 |
| 2011 | –11.06 | –13.74 | –18.42 | 2.11 |
| 2012 | 19.12 | 14.42 | 18.22 | 16.00 |
| 2013 | 25.23 | 18.27 | –2.60 | 32.39 |
| 2014 | –6.18 | –2.70 | –2.19 | 13.69 |
| 2015 | –2.84 | 2.96 | –14.92 | 1.38 |
| 2016 | –0.40 | 4.18 | 11.19 | 11.96 |
| 2017 | 25.51 | 24.64 | 37.28 | 21.83 |
1 European market returns are measured by the MSCI Europe Index, Pacific market returns are measured by the MSCI Pacific Index, emerging markets returns are measured by the MSCI Emerging Markets Index, and U.S. market returns are measured by the S&P 500 Index.
2 MSCI Index returns reflect the reinvestment of cash dividends after deduction of withholding tax by applying the maximum rate of the company’s country of incorporation applicable to institutional investors.
Keep in mind that these returns reflect past performance of the various indexes; you should not consider them as an indication of future performance of the indexes or of the Fund in particular.
The Fund is subject to country/regional risk and currency risk. Country/regional risk is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value of securities issued by companies in foreign countries or regions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. Country/ regional risk and currency risk are especially high in emerging markets.
To the extent that the Fund invests in stocks of companies listed for trading in emerging markets or companies with operations located in emerging markets, the Fund is subject to emerging markets risk. Emerging markets risk is the chance that the stocks of companies located in emerging markets will be substantially more volatile, and substantially less liquid, than the stocks of companies located in more developed foreign markets because, among other factors, emerging markets can have greater
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custodial and operational risks; less developed legal, tax, regulatory, and accounting systems; and greater political, social, and economic instability than developed markets.
| Plain Talk About International Investing |
| U.S. investors who invest in foreign securities will encounter risks not typically |
| associated with U.S. companies because foreign stock and bond markets operate |
| differently from the U.S. markets. For instance, foreign companies and |
| governments 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 industry concentration risk, which is the chance that there will be particular problems affecting an entire industry. Any fund that concentrates in a particular industry will generally be more volatile than a fund that invests more broadly. The Fund normally invests at least 25% of its assets in the precious metals and mining industry. The precious metals and mining industry could be affected by sharp price volatility caused by global economic, financial, and political factors. Resource availability, government regulation, inflation expectations, and economic cycles could also adversely affect that industry.
The Fund is subject to nondiversification risk, which is the chance that the Fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks or even a single stock. The Fund is considered nondiversified, which means that it may invest a greater percentage of its assets in the securities of particular issuers as compared with diversified mutual funds.
Security Selection
Wellington Management Company LLP (Wellington Management), the advisor, typically focuses on buying assets at a discount to intrinsic value, where intrinsic value is a function of replacement value, cash generation, and future capital deployment opportunities. Wellington Management’s bottom up analysis is grounded in an understanding of what assets and companies should be worth at the bottom of a
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cycle and understanding the downside scenarios, which causes the advisor to emphasize quality, as defined by a strong balance sheet, low costs, and superior business model.
Wellington Management seeks to avoid companies, assets and business models that can be easily replicated, as Wellington Management believes that scarcity and uniqueness are cornerstones to long-term capital preservation. Based on a belief in capital efficiency, the advisor looks for companies and industries where capital spending is declining and below depreciation levels, as it believes a lack of reinvestment leads to scarcity and supply tightness.
The portfolio typically combines exposure to long-lived assets that are challenging to replicate, with exposure to companies and assets that have the potential to earn a regulated or contracted return.
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
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 Fund’s securities from falling in value as a result of risks other than unfavorable currency exchange movements. Note that the Fund will not enter into such contracts for speculative purposes. Under normal circumstances, the Fund will not commit more than 20% of its assets to foreign currency exchange forward contracts.
Cash Management
The Fund‘s daily cash balance may be invested in one or more Vanguard CMT Funds, which are 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
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exposure by selling a cross section of the Fund’s 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 investor’s 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 Fund‘s best interest, so long as the strategy or policy employed is consistent with the Fund‘s investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund‘s 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 strategies—for instance, by allocating substantial assets to cash equivalent investments or other less volatile instruments—in 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 fund’s shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is
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shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisor’s ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to ETF Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
• Each Vanguard fund reserves the right to reject any purchase request—including exchanges from other Vanguard funds—without notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a fund’s operation or performance.
• Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account.
• Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguard’s transaction policies.
Each Vanguard fund (other than retail and government money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
14
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 fund’s |
| expense ratio, could affect the fund’s future returns. In general, the greater the |
| volume of buying and selling by the fund, the greater the impact that brokerage |
| commissions and other transaction costs will have on its return. Also, funds with |
| high turnover rates may be more likely to generate capital gains, including short- |
| term capital gains, that must be distributed to shareholders and will be taxable to |
| shareholders investing through a taxable account. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of over 200 funds holding assets of approximately $4.7 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds’ marketing costs.
| Plain Talk About 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. |
15
Investment Advisor
Wellington Management Company LLP (Wellington Management), 280 Congress Street, Boston, MA 02210, a Delaware limited liability partnership, is an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of June 30, 2018, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1.1 trillion in 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 S&P Global BMI Metals & Mining 25% Weighted Index (USD) (Custom) over a specific time period. When the performance adjustment is positive, the Fund’s expenses increase; when it is negative, expenses decrease.
For the fiscal year ended January 31, 2018, the advisory fee represented an effective annual rate of 0.14% of the Fund’s average net assets before a performance-based decrease of less than 0.01%. M&G Investment Management Limited served as the Fund’s investment advisor through July 27, 2018.
Under the terms of an SEC exemption, the Fund’s 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 the Fund’s advisory arrangements will be communicated to shareholders in writing. As the Fund’s sponsor and overall manager, Vanguard may provide 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 Fund’s investment advisory agreement, see the most recent semiannual report to shareholders covering the fiscal period ended July 31, 2018, which will be available 60 days after that date.
16
The manager primarily responsible for the day-to-day management of the Fund is:
Keith E. White, Senior Managing Director and Equity Portfolio Manager at Wellington Management. He has worked in investment management with Wellington Management since 2007 and has managed the Fund since 2018. Education: B.S., James Madison University; M.B.A., the Tuck School of Business at Dartmouth.
The Statement of Additional Information provides information about the portfolio manager’s 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 fund’s income from interest |
| and dividends as well as capital gains from the fund’s 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. |
17
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 December—if paid to you by the end of January—are 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 Fund‘s normal investment activities and cash flows.
• A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
• Vanguard (or your intermediary) will send you a statement each year showing the tax status of all of your distributions.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on “net investment income.” Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
The Fund may be subject to foreign taxes or foreign tax withholding on dividends, interest, and some capital gains that it receives on foreign securities. You may qualify for an offsetting credit or deduction under U.S. tax laws for any amount designated as your portion of the Fund’s 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.
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 |
| received—even if you reinvest it in more shares. To avoid buying a dividend, check |
| a fund’s distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 24% of any taxable distributions or redemptions from your account if you do not:
• Provide your correct taxpayer identification number.
• Certify that the taxpayer identification number is correct.
• Confirm that you are not subject to backup withholding.
Similarly, Vanguard (or your intermediary) must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguard’s non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
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Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. In the rare event the NYSE experiences unanticipated 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 Vanguard’s discretion), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Fund’s 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 fund’s 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 fund’s 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 securities—for example, if (1) trading in a security is halted and does not resume before the fund’s pricing time or a security
20
does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
21
Financial Highlights
The following financial highlights table is intended to help you understand the Fund’s financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report—along with the Fund’s financial statements—is included in the Fund’s most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
| Plain Talk About How to Read the Financial Highlights Table |
| The Fund began fiscal year 2018 with a net asset value (share price) of $10.74 per |
| share. During the year, the Fund earned $0.049 per share from investment |
| income (interest and dividends). There was a decline of $0.217 per share in the |
| value of investments held or sold by the Fund, resulting in a net decline of $0.168 |
| per share from investment operations. |
| Shareholders received $0.002 per share in the form of dividend distributions. |
| There was no return of capital. A portion of each year’s distributions may come |
| from the prior year’s income or capital gains. |
| The share price at the end of the year was $10.57, reflecting losses of $0.168 per |
| share and distributions of $0.002 per share. This was a decrease of $0.17 per |
| share (from $10.74 at the beginning of the year to $10.57 at the end of the year). |
| For a shareholder who reinvested the distributions in the purchase of more |
| shares, the total return was –1.56% for the year. |
| As of January 31, 2018, the Fund had approximately $2.6 billion in net assets. For |
| the fiscal year ending January 31, 2018, its expense ratio was 0.36% ($3.60 per |
| $1,000 of net assets), and its net investment income amounted to 0.47% of its |
| average net assets. The Fund sold and replaced securities valued at 35% of its |
| net assets. |
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| Global Capital Cycles Fund | |||||
| Year Ended January 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $10.74 | $6.22 | $9.59 | $10.38 | $15.46 |
| Investment Operations | |||||
| Net Investment Income | .0491 | .0661,2 | .1751,3 | .130 | .2431 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.217) | 4.615 | (3.397) | (.920) | (5.315) |
| Total from Investment Operations | (.168) | 4.681 | (3.222) | (.790) | (5.072) |
| Distributions | |||||
| Dividends from Net Investment Income | (.002) | (.161) | (.148) | — | (.007) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Return of Capital | — | — | — | — | (.001) |
| Total Distributions | (.002) | (.161) | (.148) | — | (.008) |
| Net Asset Value, End of Period | $10.57 | $10.74 | $6.22 | $9.59 | $10.38 |
| Total Return4 | –1.56% | 75.99% | –34.07% | –7.61% –32.82% | |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,568 | $2,612 | $1,465 | $2,087 | $2,302 |
| Ratio of Total Expenses to | |||||
| Average Net Assets5 | 0.36% | 0.43% | 0.35% | 0.29% | 0.25% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.47% | 0.65%2 | 2.22%3 | 1.33% | 2.10% |
| Portfolio Turnover Rate | 35% | 29% | 8% | 62% | 34% |
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 $0.012 and 0.12%, respectively, resulting from a special dividend from Lucara Diamond Corp. in September 2016.
3 Net investment income per share and the ratio of net investment income to average net assets include $0.037 and 0.47%, respectively, resulting from a spin-off from BHP Billiton plc in May 2015.
4 Total returns do not include account service fees that may have applied in the periods shown.
5 Includes performance-based investment advisory fee increases (decreases) of 0.00%, 0.06%, (0.02%), (0.08%), and (0.09%).
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through Vanguard Brokerage Services®), please see Investing With Vanguard Through Other Firms, and also refer to your account agreement with the intermediary for information about transacting in that account. If you hold Vanguard fund shares through an employer-sponsored retirement or savings plan, please see Employer-Sponsored Plans. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate “fund account.” For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accounts—and this is true even if you hold the same fund in multiple accounts. Note that each reference to “you” in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open 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.
24
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 (Vanguard—53).
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.
25
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 day’s trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should Know—Good Order.
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard.
26
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, traveler’s checks, starter checks, or money orders. In addition, Vanguard may refuse checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a fund’s operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
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
27
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.
Please note that Vanguard charges a $10 wire fee for outgoing wire redemptions. The fee is assessed in addition to, rather than being withheld from, redemption proceeds and is paid directly to the fund. For example, if you redeem $100 via a wire, you will receive the full $100, and your fund account will also be assessed the $10 fee by redeeming additional fund shares. If you redeem your entire fund account, your redemption proceeds will be reduced by the fee amount. The wire fee does not apply to accounts held by Flagship and Flagship Select clients; accounts held through intermediaries, including Vanguard Brokerage Services; or accounts held by institutional clients.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares.
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check, exchange, or wire: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
• Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund; 12:30 p.m., Eastern time, for Vanguard Federal Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone
28
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 day’s trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should Know—Good Order.
If your redemption request is received in good order, we typically expect that redemption proceeds will be paid by the Fund within one business day of the trade
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date; however, in certain circumstances, investors may experience a longer settlement period at the time of the transaction. For further information, see “Potentially disruptive redemptions” and “Emergency circumstances.”
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard.
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kind—that is, in the form of securities—if we reasonably believe that a cash redemption would negatively affect the fund’s operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguard’s policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Share certificates. Share certificates are no longer issued for Vanguard funds. Shares currently held in certificates cannot be redeemed, exchanged, or transferred (reregistered) until you return the certificates (unsigned) to Vanguard by registered mail. For the correct address, see Contacting Vanguard.
Address change. If you change your address online or by telephone, there may be up to a 15-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing 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
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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 Know—Good Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Call Vanguard before attempting to exchange a large dollar amount. By calling us before you attempt to exchange a large dollar amount, you may avoid delayed or rejected transactions.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the fund’s costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investor’s purchases or exchanges into a fund account for 30 calendar days after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
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For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
• Purchases of shares with reinvested dividend or capital gains distributions.
• Transactions through Vanguard’s Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online®.
• Discretionary transactions through Vanguard 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).
• Transfers and reregistrations of shares within the same fund.
• Purchases of shares by asset transfer or direct rollover.
• Conversions of shares from one share class to another in the same fund.
• Checkwriting redemptions.
• Section 529 college savings plans.
• Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguard’s funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
• Purchases of shares with participant payroll or employer contributions or loan repayments.
• Purchases of shares with reinvested dividend or capital gains distributions.
• Distributions, loans, and in-service withdrawals from a plan.
• Redemptions of shares as part of a plan termination or at the direction of the plan.
• Transactions executed through the Vanguard Managed Account Program.
• Redemptions of shares to pay fund or account fees.
• Share or asset transfers or rollovers.
• Reregistrations of shares.
• Conversions of shares from one share class to another in the same fund.
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• Exchange requests submitted by written request to Vanguard. (Exchange requests submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients’ accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a client’s accounts the 30-day policy previously described, prohibiting a client’s purchases of fund shares, and/or revoking the client’s exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediary’s clients. Intermediaries also may monitor their clients’ trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firm’s materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard.
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Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, certain tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com, you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under “Account Maintenance.” You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account®. To obtain fund and account information through Vanguard’s automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a caller’s authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
• Authorization to act on the account (as the account owner or by legal documentation or other means).
• Account registration and address.
• Fund name and account number, if applicable.
• Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in “good order.” Good order generally means that your instructions:
• Are provided by the person(s) authorized in accordance with Vanguard’s policies and procedures to access the account and request transactions.
• Include the fund name and account number.
• Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
• An original signature and date from the authorized person(s).
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• Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
• Any supporting documentation that may be required.
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 state’s abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the state’s abandoned property law.
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.
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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 Limitations—Accounts 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 household’s eligibility.
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• Participant accounts in employer-sponsored defined contribution plans.** Please consult your enrollment materials for the rules that apply to your account.
• Section 529 college savings plans.
* Please note that intermediaries, including Vanguard Brokerage Services, may charge a separate fee.
** The following Vanguard fund accounts have alternative fee structures: SIMPLE
IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
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Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, or exchange shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. 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.
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Global Capital Cycles Fund twice a year, in March and September. 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.
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• Financial statements with listings of Fund holdings.
Portfolio Holdings
Please consult the Fund‘s Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Fund’s 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 Fund’s 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 plan’s recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.
If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.
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| Contacting Vanguard | |
| Web | |
| Vanguard.com | For the most complete source of Vanguard news |
| For fund, account, and service information | |
| For most account transactions | |
| For literature requests | |
| 24 hours a day, 7 days a week | |
| Phone | |
| Vanguard Tele-Account® 800-662-6273 | For automated fund and account information |
| Toll-free, 24 hours a day, 7 days a week | |
| Investor Information 800-662-7447 | For fund and service information |
| (Text telephone for people with hearing | For literature requests |
| impairment at 800-749-7273) | |
| Client Services 800-662-2739 | For account information |
| (Text telephone for people with hearing | For most account transactions |
| impairment at 800-749-7273) | |
| Participant Services 800-523-1188 | For information and services for participants in employer- |
| (Text telephone for people with hearing | sponsored plans |
| impairment at 800-749-7273) | |
| Institutional Division | For information and services for large institutional investors |
| 888-809-8102 | |
| Financial Advisor and Intermediary | For information and services for financial intermediaries |
| Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
| and insurance companies | |
| Financial Advisory and Intermediary | For account information and trading support for financial |
| Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
| trust institutions, and insurance companies | |
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Vanguard Addresses
Please be sure to use the correct address. 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 | ||
| Global Capital Cycles Fund | 5/23/1984 | PrecMtls | 53 | 921908208 | |
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The “S&P 500 Index, S&P Global Custom Metals and Mining Index, and S&P Global BMI Metals & Mining 25% Weighted Index (USD) (Custom)” (the “Indexes”) are products of S&P Dow Jones Indices LLC (“SPDJI”), and have been licensed for use by Vanguard. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); S&P® and S&P 500® are trademarks of S&P; and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Vanguard. Vanguard Global Capital Cycles Fund is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices make no representation or warranty, express or implied, to the owners of Vanguard Global Capital Cycles Fund or any member of the public regarding the advisability of investing in securities generally or in Vanguard Global Capital Cycles Fund particularly or the ability of the Indexes to track general market performance. S&P Dow Jones Indices’ only relationship to Vanguard with respect to the Indexes is the licensing of the Indexes and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The Indexes are determined, composed and calculated by S&P Dow Jones Indices without regard to Vanguard or Vanguard Global Capital Cycles Fund. S&P Dow Jones Indices have no obligation to take the needs of Vanguard or the owners of Vanguard Global Capital Cycles Fund into consideration in determining, composing or calculating the Indexes. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Vanguard Global Capital Cycles Fund or the timing of the issuance or sale of Vanguard Global Capital Cycles Fund or in the determination or calculation of the equation by which Vanguard Global Capital Cycles Fund is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing or trading of Vanguard Global Capital Cycles Fund. There is no assurance that investment products based on the Indexes will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice.
S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE VANGUARD GLOBAL CAPITAL CYCLES FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND VANGUARD, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
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Glossary of Investment Terms
Capital Gains Distributions. Payments to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and banker’s acceptances.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distributions. Payments to mutual fund shareholders of income from interest or dividends generated by a fund’s investments.
Expense Ratio. A fund’s total annual operating expenses expressed as a percentage of the fund’s average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund are first invested in accordance with the fund’s investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Joint Committed Credit Facility. The Fund participates, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Fund‘s board of trustees and renegotiation with the lender syndicate on an annual basis.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund’s stocks, weighted by the proportion of the fund’s assets invested in each stock. Stocks representing half of the fund’s assets have market capitalizations above the median, and the rest are below it.
MSCI ACWI Index. An index that tracks stock markets in countries included in the MSCI EAFE Index plus the United States, Canada, and a number of emerging markets
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
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New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE.
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 fund’s shares and is not taxable to you until your cost basis has been reduced to zero.
S&P Global BMI Metals & Mining 25% Weighted Index. A custom index comprised of 25% precious metals and mining industry securities and 75% broad global equity market exposure.
S&P Global Custom Metals and Mining Index. An index that measures the performance of companies around the world that are engaged in activities related to precious and non-precious metals and minerals.
Securities. Stocks, bonds, money market instruments, and other investments.
Standard & Poor’s 500 Index. An index that is a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.
Total Return. A percentage change,over a specified time period, in a mutual fund’s net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value ofa mutual fund or other security. The greater a fund’s volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends)earned by an investment, expressed as a percentage of the investment’s price.
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| P.O. Box 2600 | |
| Valley Forge, PA 19482-2600 | |
| Connect with Vanguard® > vanguard.com | |
| For More Information | If you are a participant in an employer-sponsored plan: |
| If you would like more information about Vanguard | The Vanguard Group |
| Global Capital Cycles Fund, the following documents | Participant Services |
| 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 Fund’s investments is | with hearing impairment: 800-749-7273 |
| available in the Fund’s 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 Fund’s | |
| 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 SEC’s 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 SEC’s 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 | Fund’s Investment Company Act file number: 811-03916 |
| © 2018 The Vanguard Group, Inc. All rights reserved. | |
| Vanguard Marketing Corporation, Distributor. | |
| P 053 092018 | |
PART B
VANGUARD® SPECIALIZED FUNDS
STATEMENT OF ADDITIONAL INFORMATION
September 26, 2018
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Fund’s current prospectus (dated September 26, 2018, for the Vanguard Global Capital Cycles Fund, and May 25, 2018, for all other funds in this Statement of Additional Information). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Fund’s financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).
Phone: Investor Information Department at 800-662-7447 Online: vanguard.com
| TABLE OF CONTENTS | |
| Description of the Trust | B-1 |
| Fundamental Policies | B-4 |
| Investment Strategies, Risks, and Nonfundamental Policies | B-5 |
| Share Price | B-24 |
| Purchase and Redemption of Shares | B-24 |
| Management of the Funds | B-25 |
| Investment Advisory and Other Services | B-42 |
| Portfolio Transactions | B-50 |
| Proxy Voting Guidelines | B-52 |
| Information About the ETF Share Class | B-57 |
| Financial Statements | B-65 |
DESCRIPTION OF THE TRUST
Vanguard Specialized Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
| Share Classes1 | ||||
| Fund2 | Investor | Admiral | Institutional | ETF |
| Vanguard Dividend Appreciation Index Fund | VDAIX | VDADX | — | VIG |
| Vanguard Dividend Growth Fund | VDIGX | — | — | — |
| Vanguard Energy Fund | VGENX | VGELX | — | — |
| Vanguard Health Care Fund | VGHCX | VGHAX | — | — |
| Vanguard Global Capital Cycles Fund3 | VGPMX | — | — | — |
| Vanguard Real Estate Index Fund4 | VGSIX | VGSLX | VGSNX | VNQ |
| 1 Individually, a class; collectively, the classes. | ||||
| 2 Individually, a Fund; collectively, the Funds. | ||||
| 3 Formerly known as Vanguard Precious Metals and Mining Fund. | ||||
| 4 Formerly known as Vanguard REIT Index Fund. | ||||
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 Pennsylvania business trust in 1983, was reorganized as a Maryland corporation in 1986, and was reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the
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Trust was known as Vanguard Specialized Portfolios, Inc. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust, other than Vanguard Global Capital Cycles Fund and Real Estate Index Fund, are classified as diversified within the meaning of the 1940 Act. The Global Capital Cycles Fund and Real Estate Index Fund are classified as nondiversified within the meaning of the 1940 Act.
Service Providers
Custodians. JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179 (for the Global Capital Cycles and Real Estate Index Funds); Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286 (for the Dividend Growth Fund) and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 (for the Dividend Appreciation Index, Energy, and Health Care Funds) 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 Fund’s shares, other than those described in the Fund’s current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.
Shareholder Liability. 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 Fund’s debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.
Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Fund’s board of trustees.
Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of a Fund’s net assets, to change any fundamental policy of a Fund (please see Fundamental Policies), and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional vote for each fractional dollar of net asset value owned on the record date. However, only the shares of the Fund or class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to
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shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote by the shareholders.
Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Fund’s net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a pro rata share of the Fund’s net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.
Preemptive Rights. There are no preemptive rights associated with the Funds‘ shares.
Conversion Rights. Shareholders of each Fund (except the Dividend Growth and Global Capital Cycles Funds) may convert their shares into another class of shares of the same Fund upon satisfaction of any then-applicable eligibility requirements, as described in the Fund’s current prospectus. ETF Shares cannot be converted into conventional shares of a fund by a shareholder. For additional information about the conversion rights applicable to ETF Shares, please see Information About the ETF Share Class. There are no conversion rights associated with the Dividend Growth and Global Capital Cycles Funds.
Redemption Provisions. Each Fund’s redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.
Sinking Fund Provisions. The Funds have no sinking fund provisions.
Calls or Assessment. Each Fund’s shares, when issued, are fully paid and non-assessable.
Tax Status of the Funds
Each Fund expects to qualify each year for treatment as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, the Fund must comply with certain requirements relating to the source of its income and the diversification of its assets. If a Fund fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, and/or disposing of certain assets. If the Fund is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.
Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding Real Estate Investment Trusts (REITs)) and certain foreign corporations generally may be eligible to be reported by the Fund, and treated by individual shareholders, as “qualified dividend income” taxed at long-term capital gain rates instead of at higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible for such treatment. Because dividends from REITs are generally not eligible for qualified dividend treatment, the Real Estate Index Fund’s dividend distributions attributable to its REIT investments are generally not expected to be eligible for that treatment. Capital gains distributed by the Funds, including those received from or in respect of its REIT investments, are also not eligible for treatment as qualified dividend income.
Under recent tax legislation, individuals (and certain other noncorporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Currently, there is not a regulatory mechanism for regulated investment companies to pass through the 20% deduction to shareholders. As a result, in comparison, investors investing directly in REITs or publicly traded partnerships would generally be eligible for the 20% deduction for such taxable income from these investments while investors investing in REITs or publicly traded partnerships indirectly through a Fund would not be eligible for the 20% deduction for their share of such taxable income.
Dividends received and distributed by each Fund on shares of stock of domestic corporations (excluding REITs) may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Because dividends from REITs are not eligible for the dividends–received deductions, the Real Estate Index Fund’s dividend distributions attributable to its REIT investments are generally not
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expected to be eligible for the deduction. Capital gains distributed by the Funds are also not eligible for the dividends-received deduction.
Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.
FUNDAMENTAL POLICIES
Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Fund’s shares. For these purposes, a “majority” of shares means shares representing the lesser of (1) 67% or more of the Fund’s net assets voted, so long as shares representing more than 50% of the Fund’s net assets are present or represented by proxy or (2) more than 50% of the Fund’s net assets.
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 (other than Vanguard Global Capital Cycles Fund and Vanguard Real Estate Index 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 Fund’s total assets would be invested in that issuer’s securities. This limitation does not apply to obligations of the U.S. government or its agencies or instrumentalities.
Vanguard Global Capital Cycles Fund and Vanguard Real Estate Index Fund will limit the aggregate value of all holdings (except U.S. government securities, cash, and cash items, as defined under subchapter M of the IRC), each of which exceeds 5% of the Fund’s total assets or 10% of the issuer’s outstanding voting securities, to an aggregate of 50% of the Fund’s total assets as of the end of each quarter of the taxable year. Additionally, each Fund will limit the aggregate value of holdings of a single issuer (except U.S. government securities, as defined in the IRC) to a maximum of 25% of the Fund’s total assets as of the end of each quarter of the taxable year.
Industry Concentration. Each Fund (other than Vanguard Dividend Appreciation Index Fund, Vanguard Dividend Growth Fund, and Vanguard Global Capital Cycles Fund) will concentrate its investments in the securities of issuers whose principal business activities are in the industry denoted by the Fund name.
Vanguard Dividend Appreciation 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.
Vanguard Dividend Growth Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
Vanguard Global Capital Cycles Fund will concentrate its investments in the securities of issuers whose principal business activities are in the precious metals and mining industry.
Investment Objective. The investment objectives of Vanguard Energy Fund, Vanguard Global Capital Cycles Fund, Vanguard Health Care Fund, and Vanguard Real Estate Index Fund may not be materially changed without a shareholder vote.
Loans. Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Real Estate. Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent 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.
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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 issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.
Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies.
None of these policies 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 Vanguard’s 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 Fund’s prospectus set forth percentage limitations on a Fund’s investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund’s investment strategies and policies.
The following investment strategies, risks, and policies supplement each Fund’s investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.
Borrowing. A fund’s ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the fund’s total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the fund’s total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a fund’s portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales “against-the-box”); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the fund’s potential
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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 corporation’s 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 security’s “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 issuer’s capital structure. A security’s “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 security’s price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive to changes in share price as its underlying equity security. Convertible securities are often rated below investment-grade or are not rated, and they are generally subject to a high degree of credit risk.
Although all markets are prone to change over time, the generally high rate at which convertible securities are retired (through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced with newly issued convertible securities may cause the convertible securities market to change more rapidly than other markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those associated with traditional convertible securities. A convertible security may be subject to redemption at the option of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security, convert it into the underlying common stock, or sell the security to a third party.
Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential
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information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a fund’s third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a fund’s shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.
Debt Securities. 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 issuer’s 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 Securities—Non-Investment-Grade Securities. Non-investment-grade securities, also referred to as “high-yield securities” or “junk bonds,” are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (e.g., lower than Baa3/P-2 by Moody’s Investors Service, Inc. (Moody’s) or below BBB–/A-2 by Standard & Poor’s Financial Services LLC (Standard & Poor’s)) or, if unrated, are determined to be of comparable quality by the fund’s advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.
Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a fund’s advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.
Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk-bond status because of financial difficulties experienced by their issuers.
The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a fund’s advisor to sell a high-yield security or the price at which a fund’s advisor could sell a high-yield security, and it could also adversely affect
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the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.
Except as otherwise provided in a fund’s prospectus, if a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
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 holder’s rights and obligations and the practices of market participants.
A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuer’s request.
For purposes of a fund’s 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 on—or “derived from”—the values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new 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
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are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.
Derivatives may be used for a variety of purposes, including—but not limited to—hedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no assurance that any derivatives strategy used by a fund’s advisor will succeed. The other parties to 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 fund’s Cleared Derivatives declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s Cleared Derivatives increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is calculated on a daily basis.
For OTC Derivatives, 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 fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
Derivatives may be subject to pricing or “basis” risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC 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.
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Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). Typically, a fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.
An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETF’s shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETF’s shares may not develop or be maintained; and (3) trading of an ETF’s shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETF’s shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchange’s officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
Most ETFs are investment companies. Therefore, a fund’s purchases of ETF shares generally are subject to the limitations on, and the risks of, a fund’s investments in other investment companies, which are described under the heading “Other Investment Companies.”
Vanguard ETF®* Shares are exchange-traded shares that represent an interest in an investment portfolio held by Vanguard funds. A fund’s 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 exemptive order 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. Please note that Vanguard Real Estate Index Fund is not able to rely on the SEC exemptive order granted to Vanguard because it may invest a portion of its assets in a wholly owned subsidiary, as defined by the 1940 Act, which is itself a registered investment company. Accordingly, investment companies investing in Vanguard Real Estate Index Fund must adhere to the limits of Section 12(d)(1) of the 1940 Act.
* 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 company’s principal operations are conducted from the United States or when the company’s 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 fund’s 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.
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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 fund’s 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 fund’s 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 custodian’s 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 Securities—Foreign 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 Securities—China 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 People’s 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 fund’s 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 fund’s index sampling risk (for index funds) or investment cost. Additionally, investing in A-shares generally increases emerging markets risk due in part to government and issuer market controls and the developing settlement and legal systems.
Investing in China A-shares through Stock Connect. The China Stock Connect program (Stock Connect) is a mutual market access program designed to, among other things, enable foreign investment in the PRC via brokers in Hong Kong. A QFII/RQFII license is not required to trade via Stock Connect. There are significant risks inherent in investing in A-shares through Stock Connect. Specifically, trading can be affected by a number of issues. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if one or both markets are closed on a U.S. trading day, a fund may not be able to dispose of its shares in a timely manner, which could adversely affect the fund’s performance. Trading through Stock Connect may require pre-delivery or pre-validation of cash or securities to or by a broker. If the cash or securities are not in the broker’s possession before the market opens on the day of selling, the sell order will be rejected. This requirement may limit a fund’s 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 fund’s 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 fund’s shares will be registered in its custodian’s name on the Hong Kong Central Clearing and Settlement System. This may limit an advisor’s ability to effectively manage a fund’s holdings, including the potential enforcement of equity owner rights.
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Foreign Securities—Emerging 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 fund’s 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 fund’s income from investments in securities or debt instruments of emerging market country issuers.
Foreign Securities—Foreign Currency Transactions. The value in U.S. dollars of a fund’s non-dollar-denominated foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the fund may incur costs in connection with conversions between various currencies. To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions in connection with its investments in foreign securities. A fund will enter into foreign currency transactions only to attempt to “hedge” the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”
By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as “transaction hedging.” In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as “portfolio hedging.” Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.
A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and “cross-hedge” transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably
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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 advisor’s 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 Securities—Foreign 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 fund’s investments in other investment companies, which are described under the heading “Other Investment Companies.”
Foreign Securities—Russian Market Risk. There are significant risks inherent in investing in Russian securities. The underdeveloped state of Russia’s banking system subjects the settlement, clearing, and registration of securities transactions to significant risks. In March of 2013, the National Settlement Depository (NSD) began acting as a central depository for the majority of Russian equity securities; the NSD is now recognized as the Central Securities Depository in Russia.
For Russian issuers with fewer than 50 shareholders, ownership records are maintained only by registrars who are under contract with the issuers and are currently not settled with the NSD. Although a Russian subcustodian will maintain copies of the registrar’s records (Share Extracts) on its premises, such Share Extracts are not recorded with the NSD and may not be legally sufficient to establish ownership of securities. The registrars may not be independent from the issuer, are not necessarily subject to effective state supervision, and may not be licensed with any governmental entity. A fund will endeavor to ensure by itself or through a custodian or other agent that the fund’s interest continues to be appropriately recorded for Russian issuers with fewer than 50 shareholders by inspecting the share register and by obtaining extracts of share registers through regular confirmations. However, these extracts have no legal enforceability, and the possibility exists that a subsequent illegal amendment or other fraudulent act may deprive the fund of its ownership rights or may improperly dilute its interest. In addition, although applicable Russian regulations impose liability on registrars for losses resulting from their errors, a fund may find it difficult to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.
Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be “long” the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be “short” the contract. The price at which a futures contract
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is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are “offset” before the settlement date through the establishment of an opposite and equal futures position.
The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit “initial margin” with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the fund’s position declines, the fund will be required to make additional “variation margin” payments to the FCM to settle the change in value. If the value of the fund’s position increases, the FCM will be required to make additional “variation margin” payments to the fund to settle the change in value. This process is known as “marking-to-market” and is 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.
Each Fund’s obligations under futures contracts will not exceed 20% of its total assets.
Futures Contracts and Options on Futures Contracts—Risks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a
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subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.
A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
U.S. Treasury futures are generally not subject to such daily limits.
A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures
contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM’s other customers, potentially resulting in losses to the fund.
Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguard’s interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to exceed 15% of its net assets at the time of the loan, and (3) a fund’s interfund loans to any one fund shall not exceed 5% of the lending fund’s net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the fund’s investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
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 company’s outstanding voting stock to have control over management decisions. A Vanguard fund does not invest for the purpose of controlling a company’s management.
Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a “premium,” the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at
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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 a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a fund’s current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or
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received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.
An OTC option on an OTC swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.
OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a fund’s limitation on investments in illiquid securities.
OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.
Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”
Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund’s interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a fund’s advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.
The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading “Derivatives,” under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.
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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 fund’s 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 fund’s net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a fund’s expense ratio as “Acquired Fund Fees and Expenses.” The expense ratio of a fund that holds a BDC will thus overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a fund’s financial statements, which provide a clearer picture of a fund’s actual operating expenses. 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 corporation’s 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 issuer’s 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.
Real Estate Investment Trusts (REITs). An equity REIT owns real estate properties directly and generates income from rental and lease payments. Equity REITs also have the potential to generate capital gains as properties are sold at a profit. A mortgage REIT makes construction, development, and long-term mortgage loans to commercial real estate developers and earns interest income on these loans. A hybrid REIT holds both properties and mortgages. To avoid taxation at the corporate level, REITs must distribute most of their earnings to shareholders.
Investments in REITs are subject to many of the same risks as direct investments in real estate. In general, real estate values can be affected by a variety of factors, including, but not limited to, supply and demand for properties, general or local economic conditions, and the strength of specific industries that rent properties. Ultimately, a REIT’s performance depends on the types and locations of the properties it owns and on how well the REIT manages its properties. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants’ failure to pay rent, regulatory limitations on rents, fluctuations in rental income, variations in market rental rates, or incompetent management. Property values could decrease because of overbuilding in the area, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses because of casualty or condemnation, increases in property taxes, or changes in zoning laws.
The value of a REIT may also be affected by changes in interest rates. Rising interest rates generally increase the cost of financing for real estate projects, which could cause the value of an equity REIT to decline. During periods of declining interest rates, mortgagors may elect to prepay mortgages held by mortgage REITs, which could lower or diminish the yield on the REIT. REITs are also subject to heavy cash-flow dependency, default by borrowers, and changes in tax and
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regulatory requirements. In addition, a REIT may fail to meet the requirements for qualification and taxation as a REIT under the IRC and/or fail to maintain exemption from the 1940 Act.
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 banker’s 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 fund’s repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.
The use of repurchase agreements involves certain risks. One risk is the seller’s 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 fund’s advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisor’s liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the security’s issuer.
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
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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 fund’s use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the fund’s right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.
Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are 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 fund’s 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 company’s 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 fund’s ability to vote on such a matter.
Pursuant to Vanguard’s securities lending policy, Vanguard’s fixed income and money market funds are not permitted to, and do not, lend their investment securities.
Tax Matters—Federal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. Each Fund has not requested and will not request an advance ruling from the Internal Revenue Service (IRS) as to the U.S. federal income tax matters discussed in this Statement of Additional Information. In some cases, a fund’s tax position may be uncertain under current tax law and an adverse determination or future guidance by the IRS with respect to such a position could adversely affect the fund and its shareholders, including the fund’s ability to continue to qualify as a regulated investment company or to continue to pursue its current investment strategy. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.
Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions. A fund’s transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well
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as any of the fund’s hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the fund’s securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Tax Matters—Federal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.
A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the fund’s other investments, and shareholders will be advised on the nature of the distributions.
Tax Matters—Federal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal income tax treatment of a fund’s 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 fund’s gains and losses. For more information, see “Tax Matters—Federal Tax Treatment of Derivatives, Hedging, and Related Transactions.”
Tax Matters—Foreign 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 fund’s 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 fund’s 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 Matters—Passive Foreign Investment Companies. Each Fund may invest in passive foreign investment companies (PFICs). A foreign company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce passive income. Capital gains on the sale of an interest in a PFIC will be deemed ordinary income regardless of how long the Fund held it. Also, the Fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned in respect to PFIC interests, whether or not such amounts are
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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 Fund’s fiscal year, and to recognize any unrealized gains (or losses, to the extent of previously recognized gains) as ordinary income each year. Distributions from a Fund that are attributable to income or gains earned in respect to PFIC interests are characterized as ordinary income.
Tax Matters—Real Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the fund’s income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an “excess inclusion”) will be subject to U.S. federal income tax in all events—including potentially at the fund level—under a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See “Tax Matters—Tax-Exempt Investors.”
Tax Matters—Tax Considerations for Non-U.S. Investors. U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds. 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 shareholder’s 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 Matters—Special Tax Rules for Non-U.S. Investors in Real Estate Index Fund. Because of the nature of the Fund’s investments, the Fund is and expects to continue to be a “qualified investment entity” under Section 897(h) of the IRC. As a result, certain capital gain distributions from the Fund to non-U.S. investors that are attributable to the Fund’s direct or indirect investments in REITs could be subject to ordinary income treatment (regardless of any reporting by the Fund that such distribution is a short-term or long-term capital gain dividend that would otherwise be exempt from U.S. withholding), and thus subject to a 30% withholding tax rate (or a lower applicable treaty rate). For non-U.S. investors owning more than 5% of a class of the Fund, these distributions may be treated as gains “effectively
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connected” with the conduct of a “U.S. trade or business” and subject to applicable withholding taxes and to U.S. federal income taxation at graduated rates, as well as require the filing of U.S. federal income tax returns. Under certain circumstances, a greater-than-5% non-U.S. investor could also be subject to U.S. withholding tax on the redemption of its Fund shares or on certain return-of-capital distributions from the Fund, in which case such investor could also be required to file a U.S. federal income tax return and pay any additional taxes due in connection with the redemption or distribution.
These and other U.S. tax rules governing the taxation of non-U.S. investors in U.S. real property interests is complex. Non-U.S. investors are urged to consult their tax advisor for more information about these rules.
Tax Matters—Tax-Exempt Investors. Income of a fund that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this “blocking” effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a fund recognizes “excess inclusion income” derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. See “Tax Matters—Real Estate Mortgage Investment Conduits.”
In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.
Time Deposits. Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and, to a lesser extent, income risk, market risk, and liquidity risk). Additionally, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of U.S. dollars, from flowing across its borders. Other risks include adverse political and economic developments, the extent and quality of government regulation of financial markets and institutions, the imposition of foreign withholding taxes, and expropriation or nationalization of foreign issuers. However, time deposits of such issuers will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests and will have at least the same financial strength as the domestic issuers approved for the fund.
Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, the fund could miss a favorable price or yield opportunity or suffer a loss. A fund may renegotiate a when-issued or forward-commitment transaction and may sell the underlying securities before delivery, which may result in capital gains or losses for the fund. When-issued, delayed-delivery, and forward-commitment transactions will not be considered to constitute the issuance, by a fund, of a “senior security,” as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by the fund, if the fund covers the transaction in accordance with the requirements described under the heading “Borrowing.”
Regulatory restrictions in India. Shares of Vanguard Energy Fund and Vanguard Global Capital Cycles 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
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promulgated for the protection of shareholders. As a result of regulatory requirements in India, shares of the Funds shall not be knowingly offered to (directly or indirectly) or sold or delivered to (within India); transferred to or purchased by; or held by, for, on the account of, or for the benefit of (1) a “person resident in India” (as defined under applicable Indian law), (2) an “overseas corporate body” or a “person of Indian origin” (as defined under applicable Indian law), or (3) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Investors, prior to purchasing shares of the Funds, must satisfy themselves regarding compliance with these requirements.
SHARE PRICE
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 Dividend Appreciation Index, Energy, Health Care, and Real Estate Index Funds is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. NAV per share for the Dividend Growth and Global Capital Cycles Funds 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 Fund’s assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open). The wholly owned subsidiary, within the meaning of the 1940 Act, in which Vanguard Real Estate Index Fund may invest also does not calculate its NAV when the Exchange is closed, but the value of its assets may also be affected to the extent that it holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
The Exchange typically observes the following holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day (Washington’s Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.
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 Fund’s prospectus.
Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased “in kind” (i.e., in exchange for securities, rather than for cash) at the discretion of the Fund’s portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Fund’s prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.
Redemption of Shares (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 Fund’s prospectus.
Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit.
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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 redemption fees. Shares redeemed may be worth more or less than what was paid for them, depending on the market value of the securities held by the 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 owner’s permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
Investing With Vanguard Through Other Firms
Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf (collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Fund’s instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.
MANAGEMENT OF THE FUNDS
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 Vanguard’s total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The Real Estate Index Fund has entered into a Special Service Agreement with Vanguard. Under the agreement, to the extent the Fund’s assets are invested in another Vanguard fund, including a wholly owned subsidiary, such assets will be excluded when allocating to the Fund its share of the costs of Vanguard’s operations. The amount of direct expenses incurred by the Fund will decrease, and the amount of indirect expenses incurred through investment in the wholly owned subsidiary will increase, to the extent the Fund invests a greater percentage of its assets in the wholly owned subsidiary.
The funds’ officers are also employees of Vanguard.
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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 fund’s relative net assets and its contribution to Vanguard’s capital.
In addition, the amount the Real Estate Index Fund is required to contribute to Vanguard’s capital will be reduced to the extent that the Real Estate Index Fund invests in the wholly owned subsidiary.
As of January 31, 2018, each Fund had contributed capital to Vanguard as follows:
| Capital | Percentage of | Percent of | |
| Contribution to | Fund’s Average | Vanguard’s | |
| Vanguard Fund | Vanguard | Net Assets | Capitalization |
| Dividend Appreciation Index Fund | $1,862,000 | 0.01% | 0.74% |
| Dividend Growth Fund | 1,821,000 | 0.01 | 0.73 |
| Energy Fund | 521,000 | 0.01 | 0.21 |
| Global Capital Cycles Fund | 142,000 | 0.01 | 0.06 |
| Health Care Fund | 2,577,000 | 0.01 | 1.03 |
| Real Estate Index Fund | 3,508,000 | 0.01 | 1.40 |
Management. Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds’ shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities 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 fund’s continued participation in the joint arrangement.
To ensure that each fund’s participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMC’s marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each fund’s sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no fund’s aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each fund’s contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
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VMC’s principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:
n Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
n Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
n Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
n Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.
n Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
n Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
n Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.
VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMC’s cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMC’s arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguard’s logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMC’s marketing and distribution activities are primarily intended to result in the sale of the funds’ shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service provider’s (or its representatives’) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability
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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 Fund‘s allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned “Marketing and Distribution Expenses” include a Fund‘s allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
As is the case with all mutual funds, transaction costs incurred by the Funds for buying and selling securities are not reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years ended January 31, 2016, 2017, and 2018, and are presented as a percentage of each Fund‘s average month-end net assets.
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Fund Assets) | |||
| Vanguard Fund | 2016 | 2017 | 2018 |
| Dividend Appreciation Index Fund | |||
| Management and Administrative Expenses | 0.08% | 0.07% | 0.07% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | Less than 0.01 |
| Dividend Growth Fund | |||
| Management and Administrative Expenses | 0.14% | 0.12% | 0.12% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
| Energy Fund | |||
| Management and Administrative Expenses | 0.12% | 0.15% | 0.15% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| Global Capital Cycles Fund | |||
| Management and Administrative Expenses | 0.19% | 0.20% | 0.20% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Health Care Fund | |||
| Management and Administrative Expenses | 0.15% | 0.14% | 0.14% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
| Real Estate Index Fund | |||
| Management and Administrative Expenses | 0.11% | 0.11% | 0.11% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.01 |
The Energy 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;
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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 the trustee’s professional experience, education, and background contribute to the diversity of perspectives on the board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for Vanguard management and, ultimately, the Vanguard funds’ shareholders. The specific roles and experience of each board member that factor into this determination are presented on the following pages. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.
| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds’ Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustees1 | ||||
| F. William McNabb III | Chairman of the | July 2009 | Chairman of the board (January 2010–present) of | 211 |
| (1957) | Board | Vanguard and of each of the investment companies | ||
| served by Vanguard, trustee (2009–present) of each of | ||||
| the investment companies served by Vanguard, and | ||||
| director (2008–present) of Vanguard. Chief executive | ||||
| officer and president (2008–2017) of Vanguard and of | ||||
| each of the investment companies served by | ||||
| Vanguard, managing director (1995–2008) of Vanguard, | ||||
| and director (1997–2018) of Vanguard Marketing | ||||
| Corporation. Director (2018–present) of UnitedHealth | ||||
| Group. | ||||
| Mortimer J. Buckley | Chief Executive | January 2018 | Chief executive officer (January 2018–present) of | 211 |
| (1969) | Officer and | Vanguard; chief executive officer, president, and | ||
| President | trustee (January 2018–present) of each of the | |||
| investment companies served by Vanguard; president | ||||
| and director (2017–present) of Vanguard; and president | ||||
| (February 2018–present) of Vanguard Marketing | ||||
| Corporation. Chief investment officer (2013–2017), | ||||
| managing director (2002–2017), head of the Retail | ||||
| Investor Group (2006–2012), and chief information | ||||
| officer (2001–2006) of Vanguard. Chairman of the | ||||
| board (2011–2017) of the Children’s Hospital of | ||||
| Philadelphia. | ||||
| 1 Mr. McNabb and Mr. Buckley are considered “interested persons,” as defined in the 1940 Act, because they are officers of the Trust. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds’ Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Independent Trustees | ||||
| Emerson U. Fullwood | Trustee | January 2008 | Executive chief staff and marketing officer for North | 211 |
| (1948) | America and corporate vice president (retired 2008) of | |||
| Xerox Corporation (document management products | ||||
| and services). Former president of the Worldwide | ||||
| Channels Group, Latin America, and Worldwide | ||||
| Customer Service and executive chief staff officer of | ||||
| Developing Markets of Xerox. Executive in residence | ||||
| and 2009–2010 Distinguished Minett Professor at the | ||||
| Rochester Institute of Technology. Lead director of SPX | ||||
| FLOW, Inc. (multi-industry manufacturing). Director of | ||||
| the University of Rochester Medical Center, the | ||||
| Monroe Community College Foundation, the United | ||||
| Way of Rochester, North Carolina A&T University, and | ||||
| Roberts Wesleyan College. Trustee of the University of | ||||
| Rochester. | ||||
| Amy Gutmann | Trustee | June 2006 | President (2004–present) of the University of | 211 |
| (1949) | Pennsylvania. Christopher H. Browne Distinguished | |||
| Professor of Political Science, School of Arts and | ||||
| Sciences, and professor of communication, | ||||
| Annenberg School for Communication, with secondary | ||||
| faculty appointments in the Department of Philosophy, | ||||
| School of Arts and Sciences, and at the Graduate | ||||
| School of Education, University of Pennsylvania. | ||||
| Trustee of the National Constitution Center. | ||||
| JoAnn Heffernan Heisen | Trustee | July 1998 | Corporate vice president of Johnson & Johnson | 211 |
| (1950) | (pharmaceuticals/medical devices/consumer products) | |||
| and member of its executive committee (1997–2008). | ||||
| Chief global diversity officer (retired 2008), vice | ||||
| president and chief information officer (1997–2006), | ||||
| controller (1995–1997), treasurer (1991–1995), and | ||||
| assistant treasurer (1989–1991) of Johnson & | ||||
| Johnson. Director of Skytop Lodge Corporation | ||||
| (hotels) and the Robert Wood Johnson Foundation. | ||||
| Member of the advisory board of the Institute for | ||||
| Women’s Leadership at Rutgers University. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | President and chief operating officer (retired 2009) and | 211 |
| (1949) | vice chairman of the board (2008–2009) of Cummins | |||
| Inc. (industrial machinery). Chairman of the board of | ||||
| Hillenbrand, Inc. (specialized consumer services), | ||||
| Oxfam America, and the Lumina Foundation for | ||||
| Education. Director of the V Foundation for Cancer | ||||
| Research. Member of the advisory council for the | ||||
| College of Arts and Letters and chair of the advisory | ||||
| board to the Kellogg Institute for International Studies, | ||||
| both at the University of Notre Dame. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds’ Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Mark Loughridge | Lead Independent | March 2012 | Senior vice president and chief financial officer (retired | 211 |
| (1953) | Trustee | 2013) of IBM (information technology services). | ||
| Fiduciary member of IBM’s Retirement Plan | ||||
| Committee (2004–2013), senior vice president and | ||||
| general manager (2002–2004) of IBM Global | ||||
| Financing, vice president and controller (1998–2002) of | ||||
| IBM, and a variety of other prior management roles at | ||||
| IBM. Member of the Council on Chicago Booth. | ||||
| Scott C. Malpass | Trustee | March 2012 | Chief investment officer (1989–present) and vice | 211 |
| (1962) | president (1996–present) of the University of Notre | |||
| Dame. Assistant professor of finance at the Mendoza | ||||
| College of Business, University of Notre Dame, and | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Chairman of the board of TIFF Advisory | ||||
| Services, Inc. Member of the board of Catholic | ||||
| Investment Services, Inc. (investment advisors), the | ||||
| board of advisors for Spruceview Capital Partners, and | ||||
| the board of superintendence of the Institute for the | ||||
| Works of Religion. | ||||
| Deanna Mulligan | Trustee | January 2018 | President (2010–present) and chief executive officer | 211 |
| (1963) | (2011–present) of The Guardian Life Insurance | |||
| Company of America.2 Chief operating officer (2010– | ||||
| 2011) and executive vice president (2008–2010) of | ||||
| Individual Life and Disability of The Guardian Life | ||||
| Insurance Company of America. Member of the board | ||||
| of The Guardian Life Insurance Company of America, | ||||
| the American Council of Life Insurers, the Partnership | ||||
| for New York City (business leadership), and the | ||||
| Committee Encouraging Corporate Philanthropy. | ||||
| Trustee of the Economic Club of New York and the | ||||
| Bruce Museum (arts and science). Member of the | ||||
| Advisory Council for the Stanford Graduate School of | ||||
| Business. | ||||
| André F. Perold | Trustee | December 2004 | George Gund Professor of Finance and Banking, | 211 |
| (1952) | Emeritus at the Harvard Business School (retired | |||
| 2011). Chief investment officer and co-managing | ||||
| partner of HighVista Strategies LLC (private | ||||
| investment firm). Overseer of the Museum of Fine | ||||
| Arts Boston. | ||||
| Sarah Bloom Raskin | Trustee | January 2018 | Deputy secretary (2014–2017) of the United States | 211 |
| (1961) | Department of the Treasury. Governor (2010–2014) of | |||
| the Federal Reserve Board. Commissioner (2007– | ||||
| 2010) of financial regulation for the State of Maryland. | ||||
| Member of the board of directors (2012–2014) of | ||||
| Neighborhood Reinvestment Corporation. Director of | ||||
| i(x) Investments, LLC. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds’ Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Peter F. Volanakis | Trustee | July 2009 | President and chief operating officer (retired 2010) of | 211 |
| (1955) | Corning Incorporated (communications equipment) | |||
| and director of Corning Incorporated (2000–2010) and | ||||
| Dow Corning (2001–2010). Director (2012) of SPX | ||||
| Corporation (multi-industry manufacturing). Overseer | ||||
| of the Amos Tuck School of Business Administration, | ||||
| Dartmouth College (2001–2013). Chairman of the | ||||
| board of trustees of Colby-Sawyer College. Member of | ||||
| the Board of Hypertherm Inc. (industrial cutting | ||||
| systems, software, and consumables). |
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 Life’s 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 Life’s pre-tax earnings. Deanna Mulligan is not an officer or director of PAS.
| Executive Officers | ||||
| Glenn Booraem | Investment | February 2001 | Principal of Vanguard. Investment stewardship officer | 211 |
| (1967) | Stewardship | (2017–present), treasurer (2015–2017), controller | ||
| Officer | (2010–2015), and assistant controller (2001–2010) of | |||
| each of the investment companies served by | ||||
| Vanguard. | ||||
| Christine M. Buchanan | Treasurer | November 2017 | Principal of Vanguard and global head of Fund | 211 |
| (1970) | Administration at Vanguard. Treasurer (2017–present) | |||
| of each of the investment companies served by | ||||
| Vanguard. Partner (2005–2017) at KPMG LLP (audit, | ||||
| tax, and advisory services). | ||||
| Brian Dvorak | Chief Compliance | June 2017 | Principal of Vanguard. Chief compliance officer (2017– | 211 |
| (1973) | Officer | present) of Vanguard and of each of the investment | ||
| companies served by Vanguard. Assistant vice | ||||
| president (2017–present) of Vanguard Marketing | ||||
| Corporation. Vice president and director of Enterprise | ||||
| Risk Management (2011–2013) at Oppenheimer Funds, | ||||
| Inc. | ||||
| Thomas J. Higgins | Chief Financial | July 1998 | Principal of Vanguard. Chief financial officer (2008– | 211 |
| (1957) | Officer | present) and treasurer (1998–2008) of each of the | ||
| investment companies served by Vanguard. | ||||
| Peter Mahoney | Controller | May 2015 | Principal of Vanguard. Controller (2015–present) of | 211 |
| (1974) | each of the investment companies served by | |||
| Vanguard. Head of International Fund Services (2008– | ||||
| 2014) at Vanguard. | ||||
| Anne E. Robinson | Secretary | September 2016 | General counsel (2016–present) of Vanguard. | 211 |
| (1970) | Secretary (2016–present) of Vanguard and of each of | |||
| the investment companies served by Vanguard. | ||||
| Managing director (2016–present) of Vanguard. | ||||
| Director and senior vice president (2016–2018) of | ||||
| Vanguard Marketing Corporation. Managing director | ||||
| and general counsel of Global Cards and Consumer | ||||
| Services (2014–2016) at Citigroup. Counsel (2003– | ||||
| 2014) at American Express. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds’ Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
| Michael Rollings | Finance Director | February 2017 | Finance director (2017–present) and treasurer (2017) of | 211 |
| (1963) | each of the investment companies served by | |||
| Vanguard. Managing director (2016–present) of | ||||
| Vanguard. Chief financial officer (2016–present) of | ||||
| Vanguard. Director (2016–present) of Vanguard | ||||
| Marketing Corporation. Executive vice president and | ||||
| chief financial officer (2006–2016) of MassMutual | ||||
| Financial Group. |
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 Trust‘s 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 January 31, 2018.
n Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Funds‘ fiscal year ended January 31, 2018.
n Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the board’s consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meeting during the Funds‘ fiscal year ended January 31, 2018.
n Nominating Committee: This committee nominates candidates for election to the board of trustees of each fund. The committee also has the authority to recommend the removal of any trustee. All independent trustees serve as members of the committee. The committee held three meetings during the Funds‘ fiscal year ended January 31, 2018.
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees’ compensation. Vanguard funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.
Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
n The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
n The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
n Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustee’s separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees’ former retirement plan. Each eligible trustee’s separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final
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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 SPECIALIZED 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 | $21,771 | — | — | $244,000 |
| Rajiv L. Gupta5 | 23,422 | — | — | 262,500 |
| Amy Gutmann | 21,771 | — | — | 244,000 |
| JoAnn Heffernan Heisen | 23,556 | $323 | $8,073 | 264,000 |
| F. Joseph Loughrey | 23,556 | — | — | 264,000 |
| Mark Loughridge | 26,412 | — | — | 296,000 |
| Scott C. Malpass | 21,149 | — | — | 237,030 |
| Deanna Mulligan4 | 1,659 | — | — | — |
| André F. Perold | 21,771 | — | — | 244,000 |
| Sarah Bloom Raskin4 | 1,659 | — | — | — |
| Peter F. Volanakis | 23,556 | — | — | 264,000 |
1 The amounts shown in this column are based on the Trust‘s fiscal year ended January 31, 2018. Each Fund within the Trust is responsible for a proportionate share of these amounts.
2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan.
3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 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.
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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 trustee’s ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2017.
| Aggregate Dollar | |||
| Dollar Range of | Range of Vanguard | ||
| Fund Shares | Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Dividend Appreciation 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 | 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 | |
| Dividend Growth 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 | Over $100,000 | |
| Energy 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 | |
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| Aggregate Dollar | |||
| Dollar Range of | Range of Vanguard | ||
| Fund Shares | Fund Shares | ||
| Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
| Global Capital Cycles 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 | |
| Health Care Fund | Mortimer J. Buckley | Over $100,000 | Over $100,000 |
| Emerson U. Fullwood | Over $100,000 | Over $100,000 | |
| Amy Gutmann | — | Over $100,000 | |
| JoAnn Heffernan Heisen | Over $100,000 | 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 | 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 | |
| Real Estate 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 | |
As of August 31, 2018, 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 August 31, 2018, the following owned of record 5% or more of the outstanding shares of each class (other than ETF Shares):
Vanguard Dividend Appreciation Index Fund—Investor Shares: National Financial Services, Jersey City, NJ (20.24%), Charles Schwab & Co., Inc., San Francisco, CA (18.03%); Vanguard Dividend Appreciation Index Fund—Admiral Shares: National Financial Services, Jersey City, NJ (11.01%); Vanguard Dividend Growth Fund—Investor Shares: National
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Financial Services, Jersey City, NJ (11.74%), Charles Schwab & Co., Inc., San Francisco, CA (11.54%); Vanguard Energy Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (11.28%), National Financial Services, Jersey City, NJ (8.14%); Vanguard Energy Fund—Admiral Shares: National Financial Services, Jersey City, NJ (7.65%); Vanguard Health Care Fund—Investor Shares: Charles Schwab & Co., Inc., San Francisco, CA (15.19%), National Financial Services, Jersey City, NJ (9.68%); Vanguard Real Estate Index Fund—Investor Shares: National Financial Services, Jersey City, NJ (17.20%), Charles Schwab & Co., Inc., San Francisco, CA (17.19%); Vanguard Real Estate Index Fund—Admiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (6.23%); Vanguard Real Estate Index Fund—Institutional Shares: Fidelity Investments Institutional Operations Co., Covington, KY (8.98%), National Financial Services, Jersey City, NJ (6.41%), State Street Bank & Trust Company TR Transamerica Retirement Solutions Corporation, Harrison, NY (5.20%)The Regents of the University of CA, Oakland, CA (5.12%).
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 August 31, 2018, 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 Dividend Appreciation Index Fund—ETF Shares: Charles Schwab & Co., Inc. (16.49%), National Financial Services LLC (12.46%), Merrill Lynch, Pierce, Fenner & Smith (11.23%), Vanguard Marketing Corporation (7.70%), TD Ameritrade Clearing, Inc. (7.11%), Morgan Stanley DW Inc. (5.81%); Vanguard Real Estate Index Fund—ETF Shares: Charles Schwab & Co., Inc. (12.78%), National Financial Services LLC (10.32%), TD Ameritrade Clearing, Inc. (8.11%), JP Morgan Chase Bank, National Association (7.29%), First Clearing LLC (6.47%), Wells Fargo Bank, National Association (5.18%).
A shareholder who owns more than 25% of a fund’s voting shares may be considered a controlling person. As of August 31, 2018, Vanguard Real Estate Index Fund owned 100% of the voting shares of Vanguard Real Estate II Index Fund. The Real Estate Index Fund must echo vote these shares in proportionately the same manner as shares voted by the Real Estate II Index Fund’s other shareholders, when present.
Portfolio Holdings Disclosure Policies and Procedures
Introduction
Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the fund’s investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.
The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures 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.
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Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s ten largest stock portfolio holdings and the percentage of the fund’s total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the fund’s ten largest stock portfolio holdings and the aggregate percentage of the fund’s total assets (and, for balanced funds, the aggregate percentage of the fund’s equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.
Online Disclosure of Complete Portfolio Holdings
Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 30 calendar days after the end of the calendar quarter. 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 fund’s Portfolio & Management page. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the fund’s complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Fund’s complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the “Portfolio” section of the Fund’s Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the fund’s complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the “Portfolio” section of the fund’s Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the fund’s complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard fund’s investment advisor.
Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (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
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information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard discloses Vanguard fund complete portfolio holdings to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons’ continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard fund’s current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.
The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Currently, Vanguard discloses Vanguard fund complete portfolio holdings to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each fund’s Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Fund’s Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealer’s legal obligation not to use or disclose material nonpublic information concerning the fund’s portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or
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agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the fund’s portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the fund’s portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguard’s Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
Disclosure of Portfolio Holdings, Including Other Investment Positions, in Accordance with SEC Exemptive Orders
Vanguard’s 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 fund’s 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
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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, Vanguard’s 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. Vanguard’s 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. Vanguard’s 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 Vanguard’s 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 Vanguard’s Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguard’s Portfolio Review Department or Legal and Compliance Division.
Disclosure of Portfolio Holdings as Required by Applicable Law
Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com, in writing, by fax, by 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
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under the 1940 Act). Furthermore, Vanguard’s management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. “Consideration” includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY AND OTHER SERVICES
The Trust currently uses two investment advisors:
n Wellington Management Company LLP (Wellington Management) provides investment advisory services to Vanguard Global Capital Cycles Fund, Vanguard Dividend Growth Fund, and Vanguard Health Care Fund and for a portion of Vanguard Energy Fund.
n Vanguard provides investment advisory services to Vanguard Dividend Appreciation Index Fund and Vanguard Real Estate Index Fund and for a portion of Vanguard Energy Fund.
M&G Investment Management Limited provided investment advisory services to Vanguard Global Capital Cycles Fund from the Fund’s inception (May 23, 1984) through July 27, 2018.
For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arm’s length basis with the advisory firm. Each advisory agreement is reviewed annually by each fund’s board of trustees, taking into account numerous factors, which include, without limitation, the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to each unaffiliated investment advisory firm is described in the following sections. In addition, each firm has established policies and procedures designed to address the potential for conflicts of interest. Each firm’s compensation structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the fiscal year ended January 31, 2018.
A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the fund’s assets that the fund’s 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 fund’s assets. Hereafter, each portion will be referred to as the advisor’s Portfolio. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguard’s Portfolio Review Department and the officers and trustees of the fund. Vanguard’s Portfolio Review Department is responsible for recommending changes in a fund’s advisory arrangements to the fund’s 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 Dividend Appreciation Index Fund and Vanguard Real Estate Index Fund
Vanguard, through its Equity Index Group, provides investment advisory services on an at-cost basis to Vanguard Dividend Appreciation Index Fund and Vanguard Real Estate Index Fund. The compensation and other expenses of Vanguard’s advisory staff are allocated among the funds utilizing these services.
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During the fiscal years ended January 31, 2016, 2017, and 2018, the Funds incurred the following approximate advisory expenses:
| Vanguard Fund | 2016 | 2017 | 2018 |
| Dividend Appreciation Index Fund | $2,257,000 | $2,918,000 | $3,298,000 |
| Real Estate Index Fund | 3,462,000 | 5,390,000 | 4,269,000 |
| 1. Other Accounts Managed | |||
Walter Nejman and Gerard C. O’Reilly co-manage Vanguard Dividend Appreciation Index Fund; as of January 31, 2018, the Fund held assets of $35.9 billion. As of January 31, 2018, Mr. Nejman also co-managed 52 other registered investment companies with total assets of $1.5 trillion and 2 other pooled investment vehicles with total assets of $2.6 billion (none of which had advisory fees based on account performance). As of January 31, 2018, Mr. O’Reilly also co-managed 16 other registered investment companies with total assets of $1 trillion and 1 other pooled investment vehicle with total assets of $603 million (none of which had advisory fees based on account performance).
Walter Nejman and Gerard C. O’Reilly co-manage Vanguard Real Estate Index Fund; as of January 31, 2018, the Fund held assets of $60.5 billion. As of January 31, 2018, Mr. Nejman also co-managed 52 other registered investment companies with total assets of $1.5 trillion and 2 other pooled investment vehicles with total assets of $2.6 billion (none of which had advisory fees based on account performance). As of January 31, 2018, Mr. O’Reilly also co-managed 16 other registered investment companies with total assets of $1 trillion and 1 other pooled investment vehicle with total assets of $603 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, 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 January 31, 2018, a Vanguard portfolio manager’s compensation generally consists of base salary, bonus, and payments under Vanguard’s long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 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 manager’s base salary is determined by the manager’s experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguard’s Human Resources Department. A portfolio manager’s base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or in response to a market adjustment of the position.
A portfolio manager’s bonus is determined by a number of factors. One factor is gross, pre-tax performance of the fund relative to expectations for how the fund should have performed, given the Fund’s investment objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the amount of assets held in the fund’s portfolio. For Vanguard Energy Fund, the bonus is based in part on the
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performance of the Vanguard-managed portion of the Fund relative to a benchmark over a trailing three-year period. The benchmark is derived from certain energy stocks in the MSCI ACWI Energy Index. For Vanguard Dividend Appreciation Index Fund and Vanguard Real Estate Index Fund, the performance factor depends on how closely the portfolio manager tracks the Fund’s benchmark index over a one-year period. Additional factors include the portfolio manager’s contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives 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 Vanguard’s long-term incentive compensation plan based on their years of service, job level, and if applicable, management responsibilities. Each year, Vanguard’s independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguard’s operating efficiencies in providing services to the Vanguard funds.
4. Ownership of Securities
Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds or collective investment trusts that may invest in Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of January 31, 2018, Vanguard employees collectively invested more than $6.7 billion in Vanguard funds or collective investment trusts that may invest in Vanguard funds.
As of January 31, 2018, Mr. Nejman and Mr. O’Reilly did not own any shares of the Fund.
II. Vanguard Energy Fund
The Fund pays Wellington Management a base fee plus or minus a performance adjustment. The base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The base fee has breakpoints, which means that the percentage declines as assets go up. The performance adjustment, also paid quarterly, is based on the cumulative total return of the Wellington Management Portfolio relative to that of the MSCI ACWI Energy Index over the preceding 36-month period.
During the fiscal years ended January 31, 2016, 2017, and 2018, the Fund incurred aggregate investment advisory fees and expenses of approximately $14,578,000 (before a performance-based increase of $3,071,000), $14,000,000 (before a performance-based increase of $2,757,000), and $13,947,000 (before a performance-based increase of $79,000), respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended January 31, 2018, were approximately $604,000 (representing an effective annual rate of 0.01%). The investment advisory fee paid to Wellington Management for the fiscal year ended January 31, 2018, was $92,343,000 (representing an effective annual rate of 0.90%).
A. Wellington Management Company LLP (Wellington Management)
Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, MA, 02210. Wellington Management is a professional investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.
1. Other Accounts Managed
Gregory J. LeBlanc manages a portion of Vanguard Energy Fund; as of January 31, 2018, the Fund held assets of $9.8 billion. As of January 31, 2018, Mr. LeBlanc also managed 3 other registered investment companies with total assets of $11.5 million (advisory fees not based on account performance), 13 other pooled investment vehicles with total assets of $1.6 billion (advisory fees based on account performance for 3 of these accounts with total assets of $162 million), and 8 other accounts with total assets of $386 million (advisory fees based on account performance for 1 of these accounts with total assets of $90 million).
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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. Each Wellington Management Portfolio’s or Fund’s manager (or managers) listed in the relevant prospectus who is primarily responsible for the day-to-day management of the Wellington Management Portfolio or Fund (Portfolio Manager) generally manages 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. A Portfolio Manager makes investment decisions for each account, including the relevant Wellington Management Portfolio or Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, a Portfolio Manager may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Wellington Management Portfolio or Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies, and/or holdings to those of the relevant Wellington Management Portfolio or 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 relevant Wellington Management Portfolio or Fund, or make investment decisions that are similar to those made for the relevant Wellington Management Portfolio or Fund, both of which have the potential to adversely impact the relevant Wellington Management Portfolio or 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 relevant Wellington Management Portfolio or 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 relevant Wellington Management Portfolio’s or Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Wellington Management Portfolio or Fund. Mr. White, Mr. LeBlanc, Mr. Kilbride, and Ms. Hynes also manage accounts that pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Manager 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 Manager may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.
Wellington Management’s 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 firm’s 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 Management’s 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 professional’s various client mandates.
3. Description of Compensation
Wellington Management receives a fee based on the assets under management of the Wellington Management Portfolio as set forth in the Investment Advisory Agreement between Wellington Management and the Trust on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Wellington Management Portfolio. The following information relates to the fiscal year ended January 31, 2018.
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Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Management’s compensation of the Portfolio Manager listed in the prospectus who is primarily responsible for the day-to-day management of the fund (the “Portfolio Manager”) 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 Wellington Management Portfolio and generally each other account managed by the Portfolio Manager. The Portfolio Manager’s incentive payment relating to the Wellington Management Portfolio is linked to the net pre-tax performance of the Wellington Management Portfolio compared to the MSCI ACWI Energy Net 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 professional’s 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 Management’s 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. LeBlanc is a Partner.
4. Ownership of Securities
As of January 31, 2018, Mr. LeBlanc owned shares of Vanguard Energy Fund in an amount exceeding $1 million.
B. Vanguard
Vanguard, through its Quantitative Equity Group, provides investment advisory services on an at-cost basis for a portion of Vanguard Energy Fund. The compensation and other expenses of Vanguard’s advisory staff are allocated among the funds utilizing Vanguard’s advisory services.
1. Other Accounts Managed
James P. Stetler and Binbin Guo co-manage a portion of Vanguard Energy Fund; as of January 31, 2018, the Fund held assets of $9.8 billion. As of January 31, 2018, Mr. Stetler and Mr. Guo also co-managed 11 other registered investment companies with total assets of $141 billion (none of which had advisory fees based on account performance). As of January 31, 2018, Mr. Guo also co-managed 1 other pooled investment vehicle with total assets of $272 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Please refer to Vanguard’s discussion on page B-43.
3. Description of Compensation
Please refer to Vanguard’s discussion beginning on page B-43.
4. Ownership of Securities
As of January 31, 2018, Mr. Stetler and Mr. Guo did not own any shares of Vanguard Energy Fund.
III. Vanguard Global Capital Cycles Fund, Vanguard Dividend Growth Fund, and Vanguard Health Care Fund
Vanguard Global Capital Cycles Fund, Vanguard Dividend Growth Fund, and Vanguard Health Care Fund each pay Wellington Management 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
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quarterly, is based on the cumulative total return of the Fund relative to that of the S&P Global BMI Metals & Mining 25% Weighted Index (USD) (Custom) (for the Global Capital Cycles Fund) over a specified time period, Nasdaq US Dividend Achievers Select Index (for the Dividend Growth Fund) over the preceding 36-month period, and the MSCI ACWI Health Care Net Index (for the Health Care Fund) over the preceding 36-month period.
Prior to the appointment of Wellington as advisor to the Vanguard Global Capital Cycles Fund, and during the fiscal years ended January 31, 2016, 2017, and 2018, the Vanguard Global Capital Cycles Fund incurred advisory fees of approximately $2,768,000 (before a performance-based decrease of $444,000), $3,372,000 (before a performance-based increase of $1,394,000), and $3,504,000 (before a performance-based decrease of $63,000), respectively. M&G Investment Management Limited served as the fund’s investment advisor through July 27, 2018 and was paid a base fee, plus or minus a performance adjustment. The base fee, which was paid quarterly, was a percentage of average daily net assets under management during the most recent fiscal quarter. The base fee had breakpoints, which means that the percentage declined as assets went up. The performance adjustment, also paid quarterly, was based on the cumulative total return of the fund relative to that of the S&P Global Custom Metals and Mining Index over the preceding 36-month period.
During the fiscal years ended January 31, 2016, 2017, and 2018, Vanguard Dividend Growth Fund incurred advisory fees of approximately $30,211,000 (before a performance-based increase of $10,187,000), $39,076,000 (before a performance-based increase of $8,332,000, and $42,135,000 (before a performance-based decrease of $3,906,000), respectively.
During the fiscal years ended January 31, 2016, 2017, and 2018, Vanguard Health Care Fund incurred advisory fees of approximately $73,289,000 (before a performance-based increase of $8,275,000), $67,424,000 (before a performance-based increase of $17,703,000), and $68,071,000 (before a performance-based increase of $20,182,000), respectively.
1. Other Accounts Managed
Keith E. White manages Vanguard Global Capital Cycles Fund; as of August 31, 2018, the Fund held assets of $1.8 billion. As of June 30, 2018, Mr. White also managed 1 other registered investment company with total assets of $152.4 million (advisory fees not based based on account performance) and 5 other pooled investment vehicles with total assets of $518.8 million (advisory fees based on account performance for all 5 of these accounts).
Donald J. Kilbride manages Vanguard Dividend Growth Fund; as of January 31, 2018, the Fund held assets of $34.7 billion. As of January 31, 2018, Mr. Kilbride also managed 12 other registered investment companies with total assets of $11.6 billion (advisory fees not based on account performance), 8 other pooled investment vehicles with total assets of $474.4 million (advisory fees not based on account performance), and 17 other accounts with total assets of $2.7 billion (advisory fees based on account performance for 2 of these accounts with total assets of $521.7 million).
Jean M. Hynes manages Vanguard Health Care Fund; as of January 31, 2018, the Fund held assets of $49.1 billion. As of January 31, 2018, Ms. Hynes also managed 6 other registered investment companies with total assets of $677.9 million (advisory fees not based on account performance), 26 other pooled investment vehicles with total assets of $5.2 billion (advisory fees based on account performance for 10 of these accounts with total assets of $1.6 billion), and 23 other accounts with total assets of $3.5 billion (advisory fees based on account performance for 7 of these accounts with total assets of $2.1 billion).
2. Material Conflicts of Interest
Please refer to Wellington Management’s discussion beginning on page B-44.
3. Description of Compensation
Wellington Management receives a fee based on the assets under management of each Fund as set forth in the Investment Advisory Agreements between Wellington Management and the Trust on behalf of the Funds. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Funds. The following information is provided as of June 30, 2018.
Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Management’s compensation of each Portfolio Manager listed in the prospectus who is primarily responsible for the day-to-day management of the fund (the “Portfolio Manager”) includes a base salary and incentive components. The base salary for each Portfolio Manager
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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. Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Funds and generally each other account managed by such Portfolio Manager. A Portfolio Manager’s incentive payment relating to a Fund is linked to the net pre-tax performance of the Fund compared to the Nasdaq US Dividend Achievers Select Index (for the Dividend Growth Fund), and to the MSCI ACWI Health Care Net Index (for the Health Care Fund), over one-, three-, and five-year periods, with an emphasis on five-year results. Prior to August 1, 2013, the Portfolio Manager’s incentive payment relating to the Health Care Fund was linked to the net pre-tax performance of the MSCI ACWI Health Care Net Index (33.33%), S&P 500 Health Cap (33.33%), and Vanguard Health Competitive Group (33.34%). 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 Managers, including accounts with performance fees. The incentive paid to the Portfolio Manager for the Global Capital Cycles Fund, which has no performance-related component, is based on the revenues earned by Wellington Management.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Managers may also be eligible for bonus payments based on their overall contribution to Wellington Management’s 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. White, Mr. Kilbride, and Ms. Hynes are Partners.
4. Ownership of Securities
As of January 31, 2018, Mr. Kilbride owned shares of Vanguard Dividend Growth Fund in an amount exceeding $1 million, and Ms. Hynes owned shares of Vanguard Health Care Fund in an amount exceeding $1 million. As of June 30, 2018, Mr. White did not own any shares of Vanguard Global Capital Cycles Fund.
Duration and Termination of Investment Advisory Agreements
The current investment advisory agreements with Wellington Management (other than the investment advisory agreement for Vanguard Global Capital Cycles Fund) are renewable for successive one-year periods, only if (1) each renewal is 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) each renewal is specifically approved by a vote of a majority of the Fund’s outstanding voting securities. An agreement is automatically terminated if assigned, and may be terminated without penalty, at any time either (1) by vote of the board of trustees of the Fund 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.
The investment advisory agreement with Wellington for Vanguard Global Capital Cycles Fund, which is effective as of July 27, 2018, is binding for a two year period. At the end of that two-year period, the agreement will become renewable for successive one-year periods, subject to the above conditions.
Vanguard provides at-cost investment advisory services to Vanguard Dividend Appreciation Index Fund, Vanguard Real Estate Index Fund, and a portion of Vanguard Energy 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.
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Securities Lending
The following table describes the securities lending activities of each Fund during the fiscal year ended January 31, 2018:
| Vanguard Fund | Securities Lending Activities |
| Dividend Appreciation Index Fund | |
| Gross income from securities lending activities | $671,410 |
| 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 | $1,519 |
| Administrative fees not included in revenue split | $9,621 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $77,453 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $88,593 |
| Net income from securities lending activities | $582,817 |
| Dividend Growth Fund | |
| Gross income from securities lending activities | $425,749 |
| 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 | $2,091 |
| Administrative fees not included in revenue split | $2,565 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $261,534 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $266,190 |
| Net income from securities lending activities | $159,559 |
| Energy Fund | |
| Gross income from securities lending activities | $5,313,309 |
| 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 | $6,471 |
| Administrative fees not included in revenue split | $85,535 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $629,927 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $721,933 |
| Net income from securities lending activities | $4,591,376 |
| Global Capital Cycles Fund | |
| Gross income from securities lending activities | $2,029,734 |
| 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 | $4,848 |
| Administrative fees not included in revenue split | $26,645 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $475,682 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $507,175 |
| Net income from securities lending activities | $1,522,559 |
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| Vanguard Fund | Securities Lending Activities |
| Health Care Fund | |
| Gross income from securities lending activities | $1,874,979 |
| 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 | $8,071 |
| Administrative fees not included in revenue split | $15,660 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $971,555 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $995,286 |
| Net income from securities lending activities | $879,693 |
| Real Estate Index Fund | |
| Gross income from securities lending activities | $1,519,409 |
| 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 | $6,124 |
| Administrative fees not included in revenue split | $16,214 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $576,830 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $599,168 |
| Net income from securities lending activities | $920,241 |
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
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transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.
During the fiscal years ended January 31, 2016, 2017, and 2018, the Funds paid the following approximate amounts in brokerage commissions:
| Vanguard Fund | 2016 | 2017 | 2018 |
| Dividend Appreciation Index Fund1 | $425,000 | $283,000 | $230,000 |
| Dividend Growth Fund | 4,019,000 | 3,715,000 | 2,814,000 |
| Energy Fund | 5,367,000 | 4,923,000 | 4,783,000 |
| Global Capital Cycles Fund2 | 595,000 | 1,177,000 | 864,000 |
| Health Care Fund | 8,968,000 | 8,351,000 | 5,543,000 |
| Real Estate Index Fund | 2,132,000 | 1,825,000 | 1,299,000 |
1 The increase in brokerage commissions during the Fund’s fiscal year ended January 31, 2016, was the result of increased trading and a change in a component of the Index.
2 The increase in brokerage commissions from 2016 to 2017 was the result of market volatility, which can impact the frequency and magnitude of portfolio transactions, and a moderately higher level of turnover within the fund.
Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisors. If such securities are compatible with the investment policies of a Fund and one or more of an advisor’s other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds‘ board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.
As of January 31, 2018, 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 |
| Dividend Appreciation Index Fund | — | — |
| Dividend Growth Fund | Societe Generale | $202,500,000 |
| Energy Fund | Societe Generale | — |
| Global Capital Cycles Fund | — | — |
| Health Care Fund | Banc of America Securities LLC | 132,100,000 |
| Barclays Capital Inc. | 112,400,000 | |
| BNP Paribas Securities Corp. | 85,500,000 | |
| HSBC Securities (USA) Inc. | 76,300,000 | |
| RBC Capital Markets | 106,500,000 | |
| Scotia Capital Inc. | 117,200,000 | |
| Wells Fargo Securities, LLC | 55,800,000 | |
| Real Estate Index Fund | — | — |
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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 fund’s investments—and those of fund shareholders—over the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the fund’s 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 company’s stock (as determined by the company’s governing documents or by applicable law, regulation, or regulatory agreement).
In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the company’s board, absent guidelines 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 fund’s Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the fund’s vote in a manner that, in the Committee’s view, will maximize the value of the fund’s investment, subject to the individual circumstances of the fund.
I. The Board of Directors
A. Election of directors
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
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Although the funds will generally support the board’s nominees, the following factors will be taken into account in determining each fund’s vote:
| Factors For Approval | Factors Against Approval |
| Nominated slate results in board made up of a majority of | Nominated slate results in board made up of a majority of |
| independent directors. | non-independent directors. |
| All members of Audit, Nominating, and Compensation | Audit, Nominating, and/or Compensation committees include |
| committees are independent of management. | non-independent members. |
| Incumbent board member failed to attend at least 75% of meetings | |
| in the previous year. | |
| Actions of committee(s) on which nominee serves are inconsistent with | |
| other guidelines (e.g., excessive equity grants, substantial non-audit fees, | |
| lack of board independence). | |
| Actions of committee(s) on which nominee serves demonstrate serious | |
| failures of governance (e.g., unilaterally acting to significantly reduce | |
| shareholder rights, failure to respond to previous vote results for directors | |
| and shareholder proposals). | |
| B. Contested director elections | |
In the case of contested board elections, we will evaluate the nominees’ qualifications, the performance of the incumbent board, and the rationale behind the dissidents’ campaign, to determine the outcome that we believe will maximize shareholder value.
C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
D. Proxy access
We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a company’s proxy ballot. In our view, this improves shareholders’ ability to participate in director elections while potentially enhancing boards’ accountability and responsiveness to shareholders.
That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a company’s outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.
We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a company’s other governance provisions, as well as other relevant factors.
II. Approval of Independent Auditors
The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support management’s recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.
| 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
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management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the company’s employees. However, we will evaluate compensation proposals in the context of several factors (a company’s industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the company’s other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.
The following factors will be among those considered in evaluating these proposals:
Factors For Approval Factors Against Approval
Company requires senior executives to hold a minimum amount Total potential dilution (including all stock-based plans) exceeds 15% of
of company stock (frequently expressed as a multiple of salary). shares outstanding.
Company requires stock acquired through equity awards to be Annual equity grants have exceeded 2% of shares outstanding.
held for a certain period of time.
Compensation program includes performance-vesting awards, Plan permits repricing or replacement of options without
indexed options, or other performance-linked grants. shareholder approval.
Concentration of equity grants to senior executives is limited Plan provides for the issuance of reload options.
(indicating that the plan is very broad-based).
Stock-based compensation is clearly used as a substitute for Plan contains automatic share replenishment (evergreen) feature.
cash in delivering market-competitive total pay.
B. Bonus plans
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the 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 company’s performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives’ incentives for continued employment should be more significant than severance benefits, there are instances—particularly in the event of a change in control—in which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executive’s termination (so-called “double trigger” plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in 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).
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IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders’ ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds’ positions on a number of the most commonly presented issues in this area are as follows:
A. Shareholder rights plans (poison pills)
A company’s adoption of a so-called poison pill effectively limits a potential acquirer’s ability to buy a controlling interest
without the approval of the target’s board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:
| Factors For Approval | Factors Against Approval |
| Plan is relatively short term (3-5 years). | Plan is long term (>5 years). |
| Plan requires shareholder approval for renewal. | Renewal of plan is automatic or does not require shareholder approval. |
| Plan incorporates review by a committee of independent | Board with limited independence. |
| directors at least every three years (so-called TIDE provisions). | |
| Ownership trigger is reasonable (15-20%). | Ownership trigger is less than 15%. |
| Highly independent, non-classified board. | Classified board. |
| Plan includes permitted-bid/qualified-offer feature (chewable | |
| pill) that mandates a shareholder vote in certain situations. |
B. Increase in authorized shares
The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a company’s specific circumstances and market practices.
C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
D. Supermajority vote requirements
The funds support shareholders’ ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders’ right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
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.
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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 company’s board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. 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.
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 fund’s votes will be used, where applicable, to advocate for improvements in governance and disclosure by each fund’s portfolio companies. We will evaluate issues presented to shareholders for each fund’s foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be “blocked” or reregistered to vote at a company’s meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in 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 company’s governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the company’s shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the company’s specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuer’s voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuer’s voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuer’s entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. 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 bank’s 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.
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VIII. Voting on a Fund’s Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. Investment Stewardship
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 Board’s or the Committee’s discretion, such action is warranted.
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 Vanguard’s Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each fund’s shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguard’s 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 Vanguard’s website at vanguard.com or the SEC’s website at www.sec.gov.
INFORMATION ABOUT THE ETF SHARE CLASS
Vanguard Dividend Appreciation Index and Vanguard Real Estate Index Funds (the ETF Funds) offer and issue an exchange-traded class of shares called ETF Shares. Each ETF Fund issues and redeems ETF Shares in large blocks, known as “Creation Units.” For Vanguard Dividend Appreciation Index Fund, the number of ETF Shares in a Creation Unit is 25,000; and for Vanguard Real Estate Index Fund, the number of ETF Shares in a Creation Unit is 100,000.
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.
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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.
Each ETF Fund issues Creation Units in kind in exchange for a basket of securities that are part of—or soon to be part of—its target index (Deposit Securities). Each 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 Fund‘s 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 Funds reserve 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 exchange’s listing requirements. The exchange will institute procedures to delist a Fund‘s ETF Shares if the Fund’s ETF Shares do not continuously comply with the exchange’s listing rules. The exchange will also delist a Fund‘s ETF Shares upon termination of the ETF Share class.
The exchange disseminates, through the facilities of the Consolidated Tape Association, an updated “indicative optimized portfolio value” (IOPV) for each ETF Fund as calculated by an information provider. The ETF Funds are not involved with or responsible for the calculation or dissemination of the IOPVs, and they make no warranty as to the accuracy of the IOPVs. An IOPV for a Fund’s 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 a Fund’s ETF Shares. The IOPV is designed as an estimate of an ETF Fund’s 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.
Conversions and Exchanges
Owners of conventional shares (i.e., not exchange-traded shares) issued by an ETF Fund may convert those shares to ETF Shares of equivalent value of the same Fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares by a shareholder. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. Thus, before converting conventional shares to ETF Shares, an investor must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services or with any other brokerage firm. To initiate a conversion of conventional shares to ETF Shares, an investor must contact his or her broker.
Vanguard Brokerage Services does not impose a fee on conversions from Vanguard conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege.
Converting conventional shares to ETF Shares is generally accomplished as follows. First, after the broker notifies Vanguard of an investor‘s request to convert, Vanguard will transfer conventional shares from the investor‘s account with Vanguard to the broker‘s omnibus account with Vanguard (an account maintained by the broker on behalf of all its customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguard’s records will reflect the broker, not the investor, as the owner of the shares. Next, the broker will instruct Vanguard to convert the appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value, based on the respective NAVs of the two share classes. The ETF Fund’s transfer agent will reflect ownership of all ETF Shares in the name of the DTC. The DTC will keep track of which ETF Shares belong to the broker, and the broker, in turn, will keep track of which ETF Shares belong to its customers.
Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if the investor owned 300.250 conventional shares, and this was equivalent in value to 90.750 ETF Shares, the DTC account would
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receive 90 ETF Shares. Conventional shares with a value equal to 0.750 ETF Shares (in this example, that would be 2.481 conventional shares) would remain in the broker‘s omnibus account with Vanguard. The broker then could either (1) take certain internal actions necessary to credit the investor‘s account with 0.750 ETF Shares or (2) redeem the 2.481 conventional shares for cash at NAV and deliver that cash to the investor’s account. If the broker chose to redeem the conventional shares, the investor would realize a gain or loss on the redemption that must be reported on his or her tax return (unless the shares are held in an IRA or other tax-deferred account). An investor should consult his or her broker for information on how the broker will handle the conversion process, including whether the broker will impose a fee to process a conversion.
The conversion process works differently for investors who opt to hold ETF Shares through an account at Vanguard Brokerage Services. Investors who convert their conventional shares to ETF Shares through Vanguard Brokerage Services will have all conventional shares for which they request conversion converted to the equivalent dollar value of ETF Shares. Because no fractional shares will have to be sold, the transaction will not be taxable.
Here are some important points to keep in mind when converting conventional shares of an ETF Fund to ETF Shares:
n The conversion process can take anywhere from several days to several weeks, depending on the broker. Vanguard generally will process conversion requests either on the day they are received or on the next business day. Vanguard imposes conversion blackout windows around the dates when an ETF Fund declares dividends. This is necessary to prevent a shareholder from collecting a dividend from both the conventional share class currently held and also from the ETF share class to which the shares will be converted.
n During the conversion process, an investor will remain fully invested in the Fund‘s conventional shares, and the investment will increase or decrease in value in tandem with the NAV of those shares.
n The conversion transaction is nontaxable except, if applicable, to the very limited extent previously described.
n During the conversion process, an investor will be able to liquidate all or part of an investment by instructing Vanguard or the broker (depending on whether the shares are held in the investor’s account or the broker‘s omnibus account) to redeem the conventional shares. After the conversion process is complete, an investor will be able to liquidate all or part of an investment by instructing the broker to sell the ETF Shares.
Book Entry Only System
ETF Shares issued by the Funds 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 DTCC’s 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.
Each 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 each ETF Fund, upon request and for a fee, a listing of the ETF Shares of the Fund held by each
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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 appropriate 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 Funds have 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 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 Funds and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the ETF Funds 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 Funds make other arrangements with respect thereto satisfactory to the exchange.
Purchase and Issuance of ETF Shares in Creation Units
Except for conversions to ETF Shares from conventional shares, the ETF Funds issue and sell ETF Shares only in Creation Units on a continuous basis through the Distributor, without a sales load, at their NAV next determined after receipt of an order in proper form on any business day. The ETF Funds do not issue fractional Creation Units.
A business day is any day on which the NYSE is open for business. As of the date of this Statement of Additional Information, the NYSE observes the following U.S. holidays: New Year’s Day; Martin Luther King, Jr., Day; Presidents’ Day (Washington’s 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 an 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 a 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 an 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 an 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 day’s fund deposit for each ETF Fund (subject to possible amendment or correction). Each ETF Fund reserves the right to accept a nonconforming fund deposit.
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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 and corporate actions or to respond to adjustments to the weighting or composition of the component securities of the relevant target index.
In addition, each ETF Fund reserves the right to permit or require the substitution of an amount of cash—referred to as “cash in lieu”—to 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 appropriate ETF Fund, and the ETF Fund’s determination shall be final and binding.
Procedures for Purchasing Creation Units. An Authorized Participant may place an order to purchase Creation Units from an ETF Fund either (1) through the Continuous Net Settlement (CNS) clearing processes of the NSCC as such processes have been enhanced to effect purchases of Creation Units, such processes being referred to herein as the Clearing Process, or (2) outside the Clearing Process. To purchase through the Clearing Process, an Authorized Participant must be a member of the NSCC that is eligible to use the CNS system. Purchases of Creation Units cleared through the Clearing Process will be subject to a lower transaction fee than those cleared outside the Clearing Process.
To initiate a purchase order for a Creation Unit (either through the Clearing Process or outside the Clearing Process) 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 on the NYSE (Closing Time) (ordinarily 4 p.m., Eastern time) to receive that day‘s NAV. The date on which an order to purchase (or redeem) Creation Units is placed is referred to as the transmittal date. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.
Purchase orders effected outside the Clearing Process are likely to require transmittal by the Authorized Participant earlier on the transmittal date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to the DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component.
Neither the Trust, the ETF Funds, 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 Distributor‘s 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 Using the Clearing Process. For purchase orders placed through the Clearing Process, the Participant Agreement authorizes the Distributor to transmit through the transfer agent or index receipt agent to the NSCC, on behalf of an Authorized Participant, such trade instructions as are necessary to effect the Authorized Participant‘s purchase order. Pursuant to such trade instructions to the NSCC, the Authorized Participant agrees to deliver the requisite Deposit Securities and the Cash Component to the appropriate ETF Fund, together with such additional information as may be required by the Distributor.
An order to purchase Creation Units through the Clearing Process is deemed received on the transmittal date if (1) such order is received by the ETF Fund’s designated agent before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed. Such order will be effected based on the NAV of the ETF Fund next determined on that day. An order to purchase Creation Units through the Clearing Process made in proper form but received after Closing Time on the transmittal date will be deemed received on the next business day immediately following the transmittal date and will be effected at the NAV next determined on that day. The Deposit
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Securities and the Cash Component will be transferred by the second NSCC business day following the date on which the purchase request is deemed received.
Placement of Purchase Orders Outside the Clearing Process. An Authorized Participant that wishes to place an order to purchase Creation Units outside the Clearing Process must state that it is not using the Clearing Process and that the purchase instead will be effected through a transfer of securities and cash directly through the DTC. An order to purchase Creation Units outside the Clearing Process is deemed received by the Fund’s designated agent on the transmittal date if (1) such order is received by the Distributor before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed.
If a fund deposit is incomplete on the second business day after the trade date (the trade date, known as “T,” is the date on which the trade actually takes place; 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, an ETF Fund shall be entitled to cancel the purchase order. Alternatively, the ETF Fund may issue Creation Units in reliance on the Authorized Participant’s 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. Each ETF Fund reserves the absolute right to reject a purchase order. By way of example, and not limitation, an 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, or any other participant in the purchase process; and similar extraordinary events.
If the purchase order is rejected, the Distributor shall notify the Authorized Participant that submitted the order. The ETF Funds, 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. Each ETF Fund may impose a transaction fee (payable to the Fund) to compensate the ETF 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 Vanguard’s proprietary portal system. An additional charge may be imposed for purchases of Creation Units effected outside the Clearing Process. When an 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 ETF Fund’s 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.
Redemption 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.
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ETF Shares may be redeemed only in Creation Units. Investors should expect to incur brokerage and other 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 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 an 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 day’s redemption basket for each ETF Fund (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 an 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.
Each 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 Funds, 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 Distributor‘s phone or email systems were not operating properly).
Transaction Fee on Redemptions of Creation Units. Each ETF Fund may impose a transaction fee (payable to the Fund) to compensate the ETF 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 Vanguard’s proprietary portal system. An additional charge may be imposed for redemptions of Creation Units effected outside the Clearing Process. When an ETF Fund permits (or requires) a redeeming investor to receive cash in lieu of one or more Redemption Securities, the investor will be assessed an additional charge on the cash-in-lieu portion of the redemption. The amount of this charge will be disclosed to investors before they place their orders. The amount will vary as determined by the ETF Fund at its sole discretion but will not be more than the ETF Fund’s good faith estimate of the costs it will incur by selling portfolio securities to raise the necessary cash, which may include, if applicable, market-impact costs. The maximum transaction fee on redemptions of Creation Units, including any additional charges as described, shall be 2% of the value of the Creation Units.
Placement of Redemption Orders Using the Clearing Process. An Authorized Participant may place an order to redeem Creation Units of an ETF Fund either (1) through the CNS clearing processes of the NSCC as such processes have been enhanced to effect redemptions of Creation Units, such processes being referred to herein as the Clearing Process, or (2) outside the Clearing Process. To redeem through the Clearing Process, an Authorized Participant must be a member of the NSCC that is eligible to use the CNS system. Redemptions of Creation Units cleared through the Clearing Process will be subject to a lower transaction fee than those cleared outside the Clearing Process.
An order to redeem Creation Units through the Clearing Process is deemed received on the transmittal date if (1) such order is received by the ETF Fund’s designated agent before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed. Such order will be effected based on the NAV of an ETF Fund next determined on that day. An order to redeem Creation Units through the Clearing Process made in proper form but received by an ETF Fund after Closing Time on the transmittal date will be deemed received on the next business day immediately following the transmittal date and will be effected at the NAV next determined on that day. The Redemption Securities and the Cash Redemption Amount will be transferred by the second NSCC business day following the date on which the redemption request is deemed received.
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Placement of Redemption Orders Outside the Clearing Process. An Authorized Participant that wishes to place an order to redeem a Creation Unit outside the Clearing Process must state that it is not using the Clearing Process and that the redemption instead will be effected through a transfer of ETF Shares directly through the DTC. An order to redeem a Creation Unit of an ETF Fund outside the Clearing Process is deemed received on the transmittal date if (1) such order is received by the ETF Fund‘s designated agent before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed.
If a redemption order in proper form is submitted to the transfer agent by an Authorized Participant prior to Closing Time on the transmittal date, then the value of the Redemption Securities and the Cash Redemption Amount will be determined by the ETF Fund on such transmittal date.
After the transfer agent has deemed an order for redemption outside the Clearing Process received, the transfer agent will initiate procedures to transfer the Redemption Securities and the Cash Redemption Amount to the Authorized Participant on behalf of the redeeming Beneficial Owner by the second business day following the transmittal date on which such redemption order is deemed received by the transfer agent.
If on 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 Participant’s 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, attorney’s fees, and interest) incurred by the ETF Fund as a result of the late delivery or failure to deliver.
Each ETF Fund reserves the right, at its sole discretion, to require or permit a redeeming investor to receive the redemption proceeds in cash. In such cases, the investor would receive a cash payment equal to the NAV of its ETF Shares based on the NAV of those shares next determined after the redemption request is received in proper form (minus a transaction fee, including a charge for cash redemptions, as previously discussed).
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, each 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 an ETF Fund (1) for any period during which the NYSE or listing exchange is closed (other than customary weekend and holiday closings), (2) for any period during which trading on the NYSE or listing exchange is suspended or restricted, (3) for any period during which an emergency exists as a result of which disposal of the Fund’s portfolio securities or determination of its NAV is not reasonably practicable, or (4) in such other circumstances as the SEC permits.
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.
B-64
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 person’s 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 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. Please note that Vanguard Real Estate Index Fund is not able to rely on Vanguard’s SEC exemptive order. Accordingly, investment companies investing in Vanguard Real Estate Index Fund must adhere to the limits of Section 12(d)(1) of the 1940 Act.
FINANCIAL STATEMENTS
Each Fund’s Financial Statements for the fiscal year ended January 31, 2018, appearing in the Funds‘ 2018 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Fund’s performance, please see the Funds‘ Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
B-65
“Dividend Achievers” is a trademark of The NASDAQ OMX Group, Inc. (collectively, with its affiliates, “NASDAQ OMX”) and has been licensed for use by The Vanguard Group, Inc. Vanguard mutual funds are not sponsored, endorsed, sold, or promoted by NASDAQ OMX and NASDAQ OMX makes no representation regarding the advisability of investing in the funds. NASDAQ OMX MAKES NO WARRANTIES AND BEARS NO LIABILITY WITH RESPECT TO THE VANGUARD MUTUAL FUNDS.
SAI 051 092018
B-66
| PART C | |
| VANGUARD SPECIALIZED FUNDS | |
| OTHER INFORMATION | |
| Item 28. Exhibits | |
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed |
| with Post-Effective Amendment No. 97 dated May 25, 2018, are hereby incorporated by | |
| reference. | |
| (b) | By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 97 |
| dated May 25, 2018, are hereby incorporated by reference. | |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V of the |
| Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) | |
| above. | |
| (d) | Investment Advisory Contracts, for Wellington Management Company LLP, with respect to |
| Vanguard Global Capital Cycles Fund is filed herewith; with respect to Vanguard Energy Fund, | |
| filed with Post-Effective Amendment No. 71 on July 30, 2010; with respect to Vanguard Health | |
| Care Fund, filed with Post-Effective Amendment No. 84 dated May 28, 2015; and with | |
| respect to Vanguard Dividend Growth Fund, filed with Post-Effective Amendment No. 86 | |
| dated May 25, 2016; are hereby incorporated by reference. The Vanguard Group, Inc., provides | |
| investment advisory services to Vanguard Real Estate Index Fund, Vanguard Dividend | |
| Appreciation Index Fund, and Vanguard Energy Fund at cost pursuant to the Fifth Amended | |
| and Restated Funds’ Service Agreement, refer to Exhibit (h) below. | |
| (e) | Underwriting Contracts, not applicable. |
| (f) | Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of |
| the Funds” in Part B of this Registration Statement. | |
| (g) | Custodian Agreements, for State Street Bank and Trust Company, filed with Post-Effective |
| Amendment No. 97 dated May 25, 2018, is hereby incorporated by reference; JPMorgan | |
| Chase and Bank of New York Mellon, are filed herewith. | |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with |
| Post-Effective Amendment No. 97 dated May 25, 2018; and Form of Authorized Participant | |
| Agreement, filed with Post-Effective Amendment No. 72 dated September 30, 2010, are | |
| hereby incorporated by reference. | |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, is filed herewith. |
| (o) | Reserved. |
| (p) | Codes of Ethics, for The Vanguard Group, Inc., and Wellington Management Company LLC, |
| filed with Post-Effective Amendment No. 97 dated May 25, 2018, are hereby incorporated | |
| by reference. | |
| 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 Registrant’s organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustee’s or officer’s office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
Wellington Management Company LLP (Wellington Management) is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of officers and 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).
Item 32. Principal Underwriters
| (a) | Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of over 200 funds. |
| (b) | The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| Karin A.Risi | Director and Chairman and Principal and Chief Executive | None |
| Officer Designee | ||
| Scott A. Conking | Director and Principal | None |
| Kevin Justice | Director and Principal | None |
| Christopher D. McIsaac | Director and Principal | None |
| Thomas M. Rampulla | Director and Principal | None |
| Michael Rollings | Director and Principal | Finance Director |
| John E. Schadl | Director and Principal and General Counsel | None |
| Mortimer J. Buckley | President | Chief Executive Officer, President and |
| Trustee | ||
| Brian Dvorak | Assistant Vice President | Chief Compliance Officer |
C-2
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| Caroline Cosby | Secretary | None |
| Beth Morales Singh | Assistant Secretary | None |
| Aisling Murphy | Chief Compliance Officer | None |
| John T. Marcante | Chief Information Officer | None |
| Ellen Rinaldi | Chief Information Security Officer | None |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None |
| Amy M. Laursen | Financial and Operations Principal | None |
| Danielle Corey | Annuity and Insurance Officer | None |
| Jeff Seglem | Annuity and Insurance Officer | None |
| Matthew Benchener | Principal | None |
| John Bendl | Principal | None |
| Saundra K. Cusumano | Principal | None |
| James M. Delaplane Jr. | Principal | None |
| Kathleen A. Graham-Kelly | Principal | None |
| Andrew Kadjeski | Principal | None |
| Martha G. King | Principal | None |
| Mike Lucci | Principal | None |
| Alba E. Martinez | Principal | None |
| Brian McCarthy | Principal | None |
| James M. Norris | Principal | None |
| David Petty | Principal | None |
| Frank Satterthwaite | Principal | None |
| (c) | Not applicable. |
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 Registrant’s Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrant’s Custodians, Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286; JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179; and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 and the Registrant’s investment advisors at their respective locations identified in this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled “Management of the Funds” in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
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 26th day of September, 2018.
VANGUARD SPECIALIZED 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 of the Board of | September 26, 2018 |
| Trustees | ||
| F. William McNabb III | ||
| /s/ Mortimer J. Buckley* | Chief Executive Officer, | September 26, 2018 |
| President, and Trustee | ||
| Mortimer J. Buckley | ||
| /s/ Emerson U. Fullwood* | Trustee | September 26, 2018 |
| Emerson U. Fullwood | ||
| /s/ Amy Gutmann* | Trustee | September 26, 2018 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | September 26, 2018 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | September 26, 2018 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | September 26, 2018 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | September 26, 2018 |
| Scott C. Malpass | ||
| /s/ Deanna Mulligan* | Trustee | September 26, 2018 |
| Deanna Mulligan | ||
| /s/ André F. Perold* | Trustee | September 26, 2018 |
| André F. Perold | ||
| /s/ Sarah Bloom Raskin* | Trustee | September 26, 2018 |
| Sarah Bloom Raskin | ||
| /s/ Peter F. Volanakis* | Trustee | September 26, 2018 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | September 26, 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-5
| INDEX TO EXHIBITS | |
| Investment Advisory Contract, Wellington Management LLP. | Ex-99.D |
| Custodian Agreement, Bank of New York Mellon | Ex-99.G |
| Custodian Agreement, JP Morgan Chase | Ex-99.G |
| Other Opinions, Consent of Independent Registered Public Accounting Firm | Ex-99.J |
| Rule 18f-3 Plan | Ex-99.N |
C-6
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
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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
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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.
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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
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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.
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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
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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.
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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 GLOBAL CUSTODY AGREEMENT
This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. (Bank), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act), organized as Delaware statutory trusts (each a Trust), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a Fund), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as Customer.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank shall be responsible for the performance of only
those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Banks operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk.
1.2 DEFINITIONS.
(a) As used herein, the following terms have the meaning hereinafter stated.
ACCOUNT has the meaning set forth in Section 2.1 of this Agreement.
AFFILIATE means an entity controlling, controlled by, or under common control with, Bank.
AFFILIATED SUBCUSTODIAN means a Subcustodian that is an Affiliate.
APPLICABLE LAW means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.
AUTHORIZED PERSON means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person.
BANK INDEMNITEES means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.
BANKS LONDON BRANCH means the London branch office of Bank.
CASH ACCOUNT has the meaning set forth in Section 2.1(a)(ii).
CORPORATE ACTION means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.
COUNTRY RISK means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the countrys financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
CUSTOMER means individually each Trust and their respective Funds as listed on Exhibit 1 hereto.
ENTITLEMENT HOLDER means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
FINANCIAL ASSET means, as the context requires, either the asset itself or the means by which a persons claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. Financial Asset includes any Global Assets but does not include cash.
FUND means each portfolio of each Trust and listed on Exhibit 1 hereto.
GLOBAL ASSET means any Financial Asset (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States.
INSTRUCTIONS has the meaning set forth in Section 3.1 of this Agreement.
LIABILITIES means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys, accountants, consultants or experts fees and disbursements).
SECURITIES means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. Securities also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.
SECURITIES ACCOUNT means each Securities custody account on Banks records to which Financial Assets are or may be credited pursuant hereto.
SECURITIES DEPOSITORY has the meaning set forth in Section 5.1 of this Agreement.
SECURITIES ENTITLEMENT means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
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SECURITIES INTERMEDIARY means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.
SUBCUSTODIAN has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.
TRUST means each open-end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto.
(b) All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 Set Up Accounts.
(a) Bank shall establish and maintain the following accounts (Accounts):
(i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and
(ii) an account in the name of Customer (Cash Account) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer.
Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account.
(b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement.
(c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code (UCC), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a securities account with Bank for and in the name of such Fund and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.
2.2 Cash Account.
Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Banks London Branch. Any cash so deposited with Banks London Branch shall be payable exclusively by Banks London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
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2.3 Segregation of Assets; Nominee Name.
(a) Bank shall identify in its records that Financial Assets credited to Customers Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank
and Customer).
(b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customers Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.
(c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian.
(d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.
2.4 Settlement of Trades.
When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customers whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customers counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.5 Contractual Settlement Date Accounting.
(a) Bank shall effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement of trades in those markets where Bank generally offers
contractual settlement day accounting and shall notify Customer of these markets from time to time.
(i) Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered.
(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.
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Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(b) Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transactions actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer.
2.6 Actual Settlement Date Accounting.
With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.
2.7 Income Collection; Autocredit.
(a) Bank shall credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment
date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect.
(b) Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.8 Fractions / Redemptions by Lot.
In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.
2.9 Presentation of Coupons; Certain Other Ministerial Acts.
Until Bank receives Instructions to the contrary, Bank shall:
(a) present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;
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(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and
(c) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.
2.10 Corporate Actions; Class Action Litigation.
(a) Bank will follow Corporate Actions through receipt of notices from issuers, from Subcustodians, Securities Depositories and notices published in industry publications and reported in
reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Banks central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Banks corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.
(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.
2.11 Proxy Voting.
(a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (Daily Holdings Data), and Bank or its agent shall act in accordance with Instructions from
an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (the proxy voting service). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets.
(b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer.
(c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably
6
practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.
(d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customers request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Banks customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case.
(e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.
| 2.12 | Statements and Information Available On-Line. |
| (a) Bank will send, or make available on-line, to Customer, at times mutually agreed, a | |
| statement | of account in Banks standard format for each Account maintained by Customer with Bank, |
identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Banks willful misconduct or bad faith.
(b) Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.
(c) Customer understands that records and reports, other than statements of account, that are available to it on-line on a real-time basis may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on-line on a real-time basis.
| 2.13 | Access to Banks Records. |
| (a) Bank shall create and maintain all records relating to its activities and obligations under | |
| this | Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular |
attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customers duly authorized officers, employees, and agents, including Customers independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customers independent
7
public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.
(b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customers independent accountants with respect to Banks activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
(c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Banks Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a gap or bridge letter that will address any material changes that might have occurred in Customers controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Banks processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.
| 2.14 | Maintenance of Financial Assets at Bank and at Subcustodian Locations. |
| (a) Unless Instructions require another location acceptable to Bank, Global Assets shall be | |
| held | in the country or jurisdiction in which their principal trading market is located, where such Global |
Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time.
(b) Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customers own risk and Bank shall not be liable therefor.
2.15 Tax Reclaims.
Bank shall provide tax reclamation services as provided in Section 8.2.
2.16 Foreign Exchange Transactions.
To facilitate the administration of Customers trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign
8
exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.
| 2.17 | Compliance with Securities and Exchange Commission (SEC) rule 17f-5 (rule 17f-5). |
| (a) Customers board of directors (or equivalent body) (hereinafter Board) hereby delegates | |
| to | Bank, and, except as to the country or countries as to which Bank may, from time to time, advise |
Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customers Foreign Custody Manager (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
| (b) | In connection with the foregoing, Bank shall: |
| (i) provide written reports notifying Customers Board of the placement of Financial | |
| Assets | and cash with particular Eligible Foreign Custodians and of any material change in the |
arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customers Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customers foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as Customers Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2).
(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.
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(c) Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. Each such contract shall, except as set forth in the last paragraph of this subsection (c), include provisions that provide:
(i) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract;
(ii) That Customers Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws;
(iii) That beneficial ownership of Customers Assets will be freely transferable without the payment of money or value other than for safe custody or administration;
(iv) That adequate records will be maintained identifying Customers Assets as belonging to Customer or as being held by a third party for the benefit of Customer;
(v) That Customers independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and
(vi) That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customers Assets, including, but not limited to, notification of any transfer to or from Customers account or a third party account containing Assets held for the benefit of Customer.
Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customers Assets as the specified provisions, in their entirety.
(d) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.
(e) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Banks custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customers Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customers Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.
(f) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable,
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but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care.
| 2.18 | Compliance with SEC rule 17f-7 (rule 17f-7). | |
| (a) | Bank shall, for consideration by Customer, provide an analysis of the custody risks | |
| associated | with maintaining Customers foreign Financial Assets with each Eligible Securities Depository | |
used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customers foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Banks Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customers Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above.
(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.)
2.19 Service Level Agreement.
Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Banks Service Directory shall not be deemed to be such a written document.
3. INSTRUCTIONS
| 3.1 | Acting on Instructions; Unclear Instructions. | |
| (a) | Bank is authorized to act under this Agreement (or to refrain from taking action) in | |
| accordance | with the instructions received by Bank, via telephone, telex, facsimile transmission, or other | |
teleprocess or electronic instruction or trade information system acceptable to Bank (Instructions). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Banks negligence, bad faith, fraud, or willful misconduct.
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(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customers name.
3.2 Security Devices.
Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.
3.3 Instructions; Contrary to Law/Market Practice.
Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section.
3.4 Cut-off Times.
Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.
3.5 Electronic Access.
Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time.
4.2 Overdrafts.
If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to
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Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Banks part with respect to the settlement of transactions on Customers behalf shall be asserted by Customer against Bank for Banks refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.
| 4.3 | Banks Right Over Securities; Set-off. |
| (a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the | |
| Securities | Account of a particular Fund as shall have a fair market value equal to the aggregate amount of |
all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent (Indebtedness). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customers request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are Indebtedness subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are Indebtedness subject to this Section 4.3.
(b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
| 5.1 | Appointment of Subcustodians; Use of Securities Depositories. |
| (a) Bank is authorized under this Agreement to act through and hold Customers Global Assets | |
| with | subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other |
entities as Bank may appoint as subcustodians (Subcustodians). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add
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any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a Securities Depository) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Banks customers assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customers independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customers assets, including, but not limited to, notification of any transfer to or from Customers account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodians account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
| (d) | The term Subcustodian as used herein shall mean the following: | |
| (i) | a U.S. Bank as such term is defined in rule 17f-5; and | |
| (ii) | an Eligible Foreign Custodian as such term is defined in rule 17f-5 and any other | |
| entity | that shall have been so qualified by exemptive order, rule or other appropriate action of the | |
SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term securities depository as used herein when referring to a securities depository located outside the U.S. shall mean an Eligible Securities Depository as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term securities depository as used herein when referring to a securities depository located in the U.S. shall mean a Securities Depository as defined in rule 17f-4.
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| 5.2 | Liability for Subcustodians. |
| (a) Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank | |
| shall | be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any |
Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.
(b) Subject to Section 7.1(a) and Banks duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodians financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.
| 5.3 | Use of Agents. |
| (a) Bank may provide certain services under this Agreement through third parties. These third | |
| parties | may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank |
shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.
(b) Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
| 6.1 | Representations of Customer and Bank. |
| (a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has | |
| obtained | all necessary authorizations and consents, to deposit and control the Financial Assets and cash in |
the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance
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with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Banks obligations hereunder.
(b) Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customers obligations hereunder.
6.2 Customer to Provide Certain Information to Bank.
Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customers organizational documents and its current audited and unaudited financial statements.
6.3 Customer is Liable to Bank Even if it is Acting for Another Person.
If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customers principal.
6.4 Several Obligations of the Trusts and the Funds.
This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.
7. WHEN BANK IS LIABLE TO CUSTOMER
| 7.1 | Standard of Care; Liability. |
| (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable | |
| care, | prudence and diligence in carrying out all of its duties and obligations under this Agreement (except |
to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Banks negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.
(b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Banks performance hereunder or Banks role as custodian.
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(c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Banks performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
(d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.
(e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank).
(f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Banks negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
7.2 Force Majeure.
So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Banks negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds
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transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
7.3 Bank May Consult With Counsel.
Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.
7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result.
Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.
8. TAXATION
| 8.1 | Tax Obligations. |
| (a) Customer confirms that Bank is authorized to deduct from any cash received or credited to | |
| the | Cash Account any taxes or levies required by any revenue or Governmental authority for whatever |
reason in respect of Customers Accounts.
(b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting.
(c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether
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such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customers failure to comply with the terms of this paragraph, or (y) Banks own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Banks failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Banks negligent acts or omissions.
| 8.2 | Tax Reclaims. |
| (a) Subject to the provisions of this Section, Bank shall apply for a reduction of withholding | |
| tax | and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited |
to the Securities Account that Bank believes may be available.
(b) The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information.
(c) Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customers tax position or status in any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim.
9. TERMINATION
(a) Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customers receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Banks sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination
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pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.
(b) In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination.
10. MISCELLANEOUS
10.1 Notices.
Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.
10.2 Successors and Assigns.
This Agreement shall be binding on each of the parties successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
10.3 Interpretation.
Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.
10.4 Entire Agreement.
This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the Prior Agreement), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered
20
to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
| 10.5 | Information Concerning Deposits at Bank. |
| (a) Under U.S. federal law, deposit accounts that the Customer maintains in Banks foreign | |
| branches | (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event |
of Banks liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.
(b) Banks London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Banks London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Banks London Branch provides services in the event that they suffer a financial loss as a direct consequence of Banks London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000.
(c) In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customers Cash Account to the extent that such loss is directly attributable to Customers investments in that market.
10.6 Confidentiality.
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such partys counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.
10.7 Data Privacy and Security.
Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any
21
reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.
Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.
Bank shall respond to Customers reasonable requests for information concerning Banks information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Banks discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.
Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Banks information security program.
Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer (Breach of Security); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Banks other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Banks ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customers ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.
For these purposes, personal information shall mean (i) an individuals name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account
22
number, (f) passport number, or (g) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing personal information shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
10.8 Business Continuity and Disaster Recovery.
Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.
10.9 Insurance.
Bank shall not be required to maintain any insurance coverage for the benefit of Customer.
10.10 Governing Law and Jurisdiction, Certification of Residency.
This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New Yorks principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Banks obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
| 10.11 | Severability and Waiver. |
| (a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in | |
| any | respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and |
enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
23
(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.
10.12 Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Signature page to follow.]
24
EXHIBIT 1
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund
Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard CMT Funds
Vanguard Market Liquidity Fund
Vanguard Fixed Income Securities Funds Vanguard GNMA Fund
Vanguard High-Yield Corporate Fund Vanguard Long-Term Investment-Grade Fund Vanguard REIT II Index Fund Vanguard Ultra-Short-Term Bond Fund
Vanguard Index Funds
Vanguard Growth Index Fund Vanguard Mid-Cap Growth Index Fund Vanguard Mid-Cap Value Index Fund Vanguard Small-Cap Index Fund Vanguard Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Short-Term Inflation-Protected Securities Index Fund
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Government Bond Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Government Bond Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Government Bond Index Fund
Vanguard Specialized Funds
Vanguard Dividend Appreciation Index Fund Vanguard Health Care Fund Vanguard Precious Metals and Mining Fund
Vanguard STAR Funds
Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Valley Forge Funds Vanguard Balanced Index Fund
Vanguard Variable Insurance Funds Global Bond Index Portfolio Total Bond Market Index Portfolio
Total International Stock Market Index Portfolio
Vanguard Wellesley Income Fund Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Fund Vanguard Global Wellington Fund Vanguard International Growth Fund
The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund
Vanguard Global Equity Fund
Vanguard Strategic Equity Fund
Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund
Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund Vanguard U.S. Value Fund
Vanguard Montgomery Funds Vanguard Market Neutral Fund
Vanguard Morgan Growth Fund Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund
Vanguard Russell 1000 Growth Index Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund
Vanguard Tax-Managed Funds
Vanguard Developed Markets Index Fund
Vanguard Trustees Equity Fund
Vanguard Emerging Markets Select Stock Fund Vanguard International Value Fund
Vanguard Variable Insurance Funds Balanced Portfolio Capital Growth Portfolio Diversified Value Portfolio Equity Income Portfolio Equity Index Portfolio Growth Portfolio International Portfolio Mid-Cap Index Portfolio REIT Index Portfolio Small Company Growth Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund
Vanguard International Dividend Appreciation Index Fund Vanguard International High Dividend Yield Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund
Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard Financials Index Fund Vanguard FTSE Social Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Value Index Fund Vanguard Telecommunication Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
APPENDIX 1
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):
| A. | Opinions of local counsel concerning: |
_X_ i. Whether applicable foreign law would restrict the access afforded Customers independent public accountants to books and records kept by an eligible foreign custodian located in that country.
| _X_ | ii. Whether applicable foreign law would restrict the Customers ability to recover its |
Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
_X_ iii. Whether applicable foreign law would restrict the Customers ability to recover
Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
| B. | Written information concerning: |
| _X_ | i. | The | foreseeability | of | expropriation, | nationalization, | freezes, | or | confiscation | of |
Customers Financial Assets.
| _X_ | ii. Whether difficulties in converting Customers cash and cash equivalents to U.S. dollars |
| are reasonably foreseeable. | |
| C. | A market report with respect to the following topics: |
| (i) | securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) |
securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information:
Market flashes, including with respect to changes in the information in market reports.
ANNEX A - Electronic Access
1. Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the Products) and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.
2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the Data) for the Customers internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customers Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.
3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Banks software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4. In cases where Banks website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customers inability to access or use the Products via Banks website in the absence of Banks gross negligence, fraud or willful misconduct.
5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Banks right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customers usage of the Products or Banks website (including, but not limited to, general usage
data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customers confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.
6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) junk mail, spam, chain letters or unsolicited mass distribution of e-mail.
7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customers behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.
8. Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the Privacy Regulations). The Privacy Regulations may include, as applicable, the Federal Privacy of Consumer Financial Information Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.
9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.
SCHEDULE 1 AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
| MARKET | SUBCUSTODIAN | CASH CORRESPONDENT BANK |
| ARGENTINA | HSBC Bank Argentina S.A. | HSBC Bank Argentina S.A. |
| Bouchard 680, 9th Floor | Buenos Aires | |
| C1106ABJ Buenos Aires | ||
| ARGENTINA | ||
| AUSTRALIA | JPMorgan Chase Bank, N.A.** | Australia and New Zealand Banking |
| Level 31, 101 Collins Street | Group Ltd. | |
| Melbourne 3000 | Melbourne | |
| AUSTRALIA | ||
| AUSTRIA | UniCredit Bank Austria AG | J.P. Morgan AG** |
| Julius Tandler Platz 3 | Frankfurt am Main | |
| A 1090 Vienna | ||
| AUSTRIA | ||
| BAHRAIN | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited |
| Road No 2832 | Al Seef | |
| Al Seef 428 | ||
| BAHRAIN | ||
| BANGLADESH | Standard Chartered Bank | Standard Chartered Bank |
| Portlink Tower | Dhaka | |
| Level 6, 67 Gulshan Avenue | ||
| Gulshan | ||
| Dhaka 1212 | ||
| BANGLADESH | ||
| BELGIUM | BNP Paribas Securities Services S.C.A. | J.P. Morgan A.G.** |
| Central Plaza Building | Frankfurt am Main | |
| Rue de Loxum, 25 | ||
| 7th Floor | ||
| 1000 Brussels | ||
| BELGIUM | ||
| BERMUDA | HSBC Bank Bermuda Limited | HSBC Bank Bermuda Limited |
| 6 Front Street | Hamilton | |
| Hamilton HM 11 | ||
| BERMUDA | ||
| BOTSWANA | Standard Chartered Bank Botswana Limited | Standard Chartered Bank Botswana |
| 5th Floor, Standard House | Limited | |
| P.O. Box 496 | Gaborone | |
| Queens Road, The Mall | ||
| Gaborone | ||
| BOTSWANA | ||
| BRAZIL | J.P. Morgan S.A. DTVM** | J.P. Morgan S.A. DTVM** |
| Av. Brigadeiro Faria Lima, 3729, Floor 06 | Sao Paulo | |
| Sao Paulo SP 04538 905 | ||
| BRAZIL | ||
| BULGARIA | Citibank Europe plc | ING Bank N.V. |
| Serdika Offices | Sofia | |
| 10th Floor | ||
| 48 Sitnyakovo Blvd | ||
| Sofia 1505 | ||
| BULGARIA | ||
| CANADA | Canadian Imperial Bank of Commerce | Royal Bank of Canada |
| 1 York Street, Suite 900 | Toronto | |
| Toronto Ontario M5J 0B6 | ||
| CANADA | ||
| Royal Bank of Canada | ||
| 155 Wellington Street West, | ||
| Toronto Ontario M5V 3L3 | ||
| CANADA | ||
| CHILE | Banco Santander Chile | Banco Santander Chile |
| Bandera 140, Piso 4 | Santiago | |
| Santiago | ||
| CHILE | ||
| CHINA A | HSBC Bank (China) Company Limited | HSBC Bank (China) Company Limited |
| SHARE | 33/F, HSBC Building, Shanghai ifc | Shanghai |
| 8 Century Avenue, Pudong | ||
| Shanghai 200120 | ||
| THE PEOPLE'S REPUBLIC OF CHINA | ||
| CHINA B | HSBC Bank (China) Company Limited | JPMorgan Chase Bank, N.A.** |
| SHARE | 33/F, HSBC Building, Shanghai ifc | New York |
| 8 Century Avenue, Pudong | ||
| Shanghai 200120 | JPMorgan Chase Bank, N.A.** | |
| THE PEOPLE'S REPUBLIC OF CHINA | Hong Kong | |
| CHINA | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| CONNECT | 48th Floor, One Island East | Hong Kong |
| 18 Westlands Road, Quarry Bay | ||
| HONG KONG | ||
| COLOMBIA | Cititrust Colombia S.A. | Cititrust Colombia S.A. |
| Carrera 9 A # 99 02, 3rd floor | Bogotá | |
| Bogota | ||
| COLOMBIA | ||
| *COSTA RICA* | Banco BCT, S.A. | Banco BCT, S.A. |
| 150 Metros Norte de la Catedral | San Jose | |
| Metropolitana | ||
| Edificio BCT | ||
| San Jose | ||
| COSTA RICA |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| CROATIA | Privredna banka Zagreb d.d. | Zagrebacka banka d.d. |
| Radnicka cesta 50 | Zagreb | |
| 10000 Zagreb | ||
| CROATIA | ||
| CYPRUS | HSBC Bank plc | J.P. Morgan AG** |
| 109 111, Messogian Ave. | Frankfurt am Main | |
| 115 26 Athens | ||
| GREECE | ||
| CZECH | UniCredit Bank Czech Republic and Slovakia, | Ceskoslovenska obchodni banka, a.s. |
| REPUBLIC | a.s. | Prague |
| BB Centrum FILADELFIE | ||
| Zeletavska 1525 1 | ||
| 140 92 Prague 1 | ||
| CZECH REPUBLIC | ||
| DENMARK | Nordea Bank AB (publ) | Nordea Bank AB (publ) |
| Christiansbro | Copenhagen | |
| Strandgade 3 | ||
| P.O. Box 850 | ||
| DK 0900 Copenhagen | ||
| DENMARK | ||
| EGYPT | Citibank, N.A. | Citibank, N.A. |
| 4 Ahmed Pasha Street | Cairo | |
| Garden City | ||
| Cairo | ||
| EGYPT | ||
| ESTONIA | Swedbank AS | J.P. Morgan AG** |
| Liivalaia 8 | Frankfurt am Main | |
| 15040 Tallinn | ||
| ESTONIA | ||
| FINLAND | Nordea Bank AB (publ) | J.P. Morgan AG** |
| Aleksis Kiven katu 3 5 | Frankfurt am Main | |
| FIN 00020 NORDEA Helsinki | ||
| FINLAND | ||
| FRANCE | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| 3, rue d'Antin | Frankfurt am Main | |
| 75002 Paris | ||
| FRANCE | ||
| GERMANY | Deutsche Bank AG | J.P. Morgan AG** |
| Alfred Herrhausen Allee 16 24 | Frankfurt am Main | |
| D 65760 Eschborn | ||
| GERMANY | ||
| J.P. Morgan AG#** | ||
| Taunustor 1 (TaunusTurm) | ||
| 60310 Frankfurt am Main | ||
| GERMANY | ||
| # Custodian for local German custody clients | ||
| only. | ||
| GHANA | Standard Chartered Bank Ghana Limited | Standard Chartered Bank Ghana Limited |
| Accra High Street | Accra | |
| P.O. Box 768 | ||
| Accra | ||
| GHANA | ||
| GREECE | HSBC Bank plc | J.P. Morgan AG** |
| Messogion 109 111 | Frankfurt am Main | |
| 11526 Athens | ||
| GREECE | ||
| HONG KONG | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 48th Floor, One Island East | Hong Kong | |
| 18 Westlands Road, Quarry Bay | ||
| HONG KONG | ||
| HUNGARY | Deutsche Bank AG | ING Bank N.V. |
| Hold utca 27 | Budapest | |
| H 1054 Budapest | ||
| HUNGARY | ||
| *ICELAND* | Islandsbanki hf. | Islandsbanki hf. |
| Kirkjusandur 2 | Reykjavik | |
| IS 155 Reykjavik | ||
| ICELAND | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| INDIA | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 6th Floor, Paradigm B Wing | Mumbai | |
| Mindspace, Malad (West) | ||
| Mumbai 400 064 | ||
| INDIA | ||
| INDONESIA | PT Bank HSBC Indonesia | PT Bank HSBC Indonesia |
| Menara Mulia 25th Floor | Jakarta | |
| Jl. Jendral Gatot Subroto Kav. 9 11 | ||
| Jakarta 12930 | ||
| INDONESIA | ||
| IRELAND | JPMorgan Chase Bank, N.A.** | J.P. Morgan AG** |
| 25 Bank Street, Canary Wharf | Frankfurt am Main | |
| London E14 5JP | ||
| UNITED KINGDOM | ||
| ISRAEL | Bank Leumi le Israel B.M. | Bank Leumi le Israel B.M. |
| 35, Yehuda Halevi Street | Tel Aviv | |
| 65136 Tel Aviv | ||
| ISRAEL | ||
| ITALY | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Piazza Lina Bo Bardi, 3 | Frankfurt am Main | |
| 20124 Milan | ||
| ITALY | ||
| JAPAN | Mizuho Bank, Ltd. | JPMorgan Chase Bank, N.A.** |
| 2 15 1, Konan | Tokyo | |
| Minato ku | ||
| Tokyo 108 6009 | ||
| JAPAN | ||
| The Bank of Tokyo Mitsubishi UFJ, Ltd. | ||
| 1 3 2 Nihombashi Hongoku cho | ||
| Chuo ku | ||
| Tokyo 103 0021 | ||
| JAPAN | ||
| JORDAN | Standard Chartered Bank | Standard Chartered Bank |
| Shmeissani Branch | Amman | |
| Al Thaqafa Street | ||
| Building # 2 | ||
| P.O. Box 926190 | ||
| Amman | ||
| JORDAN | ||
| KAZAKHSTAN | JSC Citibank Kazakhstan | Subsidiary Bank Sberbank of Russia Joint |
| Park Palace, Building A, Floor 2 | Stock Company | |
| 41 Kazybek Bi | Almaty | |
| Almaty 050010 | ||
| KAZAKHSTAN | ||
| KENYA | Standard Chartered Bank Kenya Limited | Standard Chartered Bank Kenya Limited |
| Chiromo | Nairobi | |
| 48 Westlands Road | ||
| Nairobi 00100 | ||
| KENYA | ||
| KUWAIT | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited |
| Kuwait City, Sharq Area | Safat | |
| Abdulaziz Al Sager Street | ||
| Al Hamra Tower, 37F | ||
| Safat 13017 | ||
| KUWAIT | ||
| LATVIA | Swedbank AS | J.P. Morgan AG** |
| Balasta dambis 1a | Frankfurt am Main | |
| Riga LV 1048 | ||
| LATVIA | ||
| LITHUANIA | AB SEB Bankas | J.P. Morgan AG** |
| 12 Gedimino pr. | Frankfurt am Main | |
| LT 2600 Vilnius | ||
| LITHUANIA | ||
| LUXEMBOURG | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| 33, Rue de Gasperich | Frankfurt am Main | |
| L 5826 Hesperange | ||
| LUXEMBOURG | ||
| *MALAWI* | Standard Bank Limited, Malawi | Standard Bank Limited, Malawi |
| 1st Floor Kaomba House | Blantyre | |
| Cnr Glyn Jones Road & Victoria Avenue | ||
| Blantyre | ||
| MALAWI | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| MALAYSIA | HSBC Bank Malaysia Berhad | HSBC Bank Malaysia Berhad |
| 2 Leboh Ampang | Kuala Lumpur | |
| 12th Floor, South Tower | ||
| 50100 Kuala Lumpur | ||
| MALAYSIA | ||
| MAURITIUS | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| HSBC Centre | Ebene | |
| 18 Cybercity | ||
| Ebene | ||
| MAURITIUS | ||
| MEXICO | Banco Nacional de Mexico, S.A. | Banco Santander (Mexico), S.A. |
| Act. Roberto Medellin No. 800 3er Piso Norte | Mexico, D.F. | |
| Colonia Santa Fe | ||
| 01210 Mexico, D.F. | ||
| MEXICO | ||
| MOROCCO | Société Générale Marocaine de Banques | Attijariwafa Bank S.A. |
| 55 Boulevard Abdelmoumen | Casablanca | |
| Casablanca 20100 | ||
| MOROCCO | ||
| NAMIBIA | Standard Bank Namibia Limited | The Standard Bank of South Africa |
| 2nd Floor, Town Square Building | Limited | |
| Corner of Werner List and Post Street Mall | Johannesburg | |
| P.O. Box 3327 | ||
| Windhoek | ||
| NAMIBIA | ||
| NETHERLANDS | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Herengracht 595 | Frankfurt am Main | |
| 1017 CE Amsterdam | ||
| NETHERLANDS | ||
| NEW ZEALAND | JPMorgan Chase Bank, N.A.** | Westpac Banking Corporation |
| Level 13, 2 Hunter Street | Wellington | |
| Wellington 6011 | ||
| NEW ZEALAND | ||
| NIGERIA | Stanbic IBTC Bank Plc | Stanbic IBTC Bank Plc |
| Plot 1712 | Lagos | |
| Idejo Street | ||
| Victoria Island | ||
| Lagos | ||
| NIGERIA | ||
| NORWAY | Nordea Bank AB (publ) | Nordea Bank AB (publ) |
| Essendropsgate 7 | Oslo | |
| P.O. Box 1166 | ||
| NO 0107 Oslo | ||
| NORWAY | ||
| OMAN | HSBC Bank Oman S.A.O.G. | HSBC Bank Oman S.A.O.G. |
| 2nd Floor Al Khuwair | Seeb | |
| P.O. Box 1727 PC 111 | ||
| Seeb | ||
| OMAN | ||
| PAKISTAN | Standard Chartered Bank (Pakistan) Limited | Standard Chartered Bank (Pakistan) |
| P.O. Box 4896 | Limited | |
| Ismail Ibrahim Chundrigar Road | Karachi | |
| Karachi 74000 | ||
| PAKISTAN | ||
| PERU | Citibank del Perú S.A. | Banco de Crédito del Perú |
| Av. Canaval y Moreryra 480 Piso 3 | Lima | |
| San Isidro | ||
| Lima 27 | ||
| PERU | ||
| PHILIPPINES | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| 7/F HSBC Centre | Taguig City | |
| 3058 Fifth Avenue West | ||
| Bonifacio Global City | ||
| 1634 Taguig City | ||
| PHILIPPINES | ||
| POLAND | Bank Handlowy w. Warszawie S.A. | mBank S.A. |
| ul. Senatorska 16 | Warsaw | |
| 00 923 Warsaw | ||
| POLAND | ||
| PORTUGAL | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Avenida D.João II, Lote 1.18.01, Bloco B, | Frankfurt am Main | |
| 7º andar | ||
| 1998 028 Lisbon | ||
| PORTUGAL | ||
| QATAR | HSBC Bank Middle East Limited | The Commercial Bank (P.Q.S.C.) |
| 2nd Floor, Ali Bin Ali Tower | Doha | |
| Building 150 (Airport Road) | ||
| P.O. Box 57 | ||
| Doha | ||
| QATAR | ||
| ROMANIA | Citibank Europe plc | ING Bank N.V. |
| 145 Calea Victoriei | Bucharest | |
| 1st District | ||
| 010072 Bucharest | ||
| ROMANIA | ||
| RUSSIA | J.P. Morgan Bank International (Limited | JPMorgan Chase Bank, N.A.** |
| Liability Company)** | New York | |
| 10, Butyrsky Val | ||
| White Square Business Centre | ||
| Floor 12 | ||
| Moscow 125047 | ||
| RUSSIA | ||
| SAUDI ARABIA | HSBC Saudi Arabia | HSBC Saudi Arabia |
| 2/F HSBC Building | Riyadh | |
| 7267 Olaya Street North, Al Murooj | ||
| Riyadh 12283 2255 | ||
| SAUDI ARABIA | ||
| SERBIA | Unicredit Bank Srbija a.d. | Unicredit Bank Srbija a.d. |
| Rajiceva 27 29 | Belgrade | |
| 11000 Belgrade | ||
| SERBIA | ||
| SINGAPORE | DBS Bank Ltd | Oversea Chinese Banking Corporation |
| 10 Toh Guan Road | Singapore | |
| DBS Asia Gateway, Level 04 11 (4B) | ||
| 608838 | ||
| SINGAPORE | ||
| SLOVAK | UniCredit Bank Czech Republic and Slovakia, | J.P. Morgan AG** |
| REPUBLIC | a.s. | Frankfurt am Main |
| Sancova 1/A | ||
| SK 813 33 Bratislava | ||
| SLOVAK REPUBLIC | ||
| SLOVENIA | UniCredit Banka Slovenija d.d. | J.P. Morgan AG** |
| Smartinska 140 | Frankfurt am Main | |
| SI 1000 Ljubljana | ||
| SLOVENIA | ||
| SOUTH AFRICA | FirstRand Bank Limited | The Standard Bank of South Africa |
| 1 Mezzanine Floor, 3 First Place, Bank City | Limited | |
| Cnr Simmonds and Jeppe Streets | Johannesburg | |
| Johannesburg 2001 | ||
| SOUTH AFRICA | ||
| SOUTH KOREA | Standard Chartered Bank Korea Limited | Standard Chartered Bank Korea Limited |
| 47 Jongro, Jongro Gu | Seoul | |
| Seoul 03160 | ||
| SOUTH KOREA | ||
| Kookmin Bank Co., Ltd. | Kookmin Bank Co., Ltd. | |
| 84, Namdaemun ro, Jung gu | Seoul | |
| Seoul 100 845 | ||
| SOUTH KOREA | ||
| SPAIN | Santander Securities Services, S.A. | J.P. Morgan AG** |
| Ciudad Grupo Santander | Frankfurt am Main | |
| Avenida de Cantabria, s/n | ||
| Edificio Ecinar, planta baja | ||
| Boadilla del Monte | ||
| 28660 Madrid | ||
| SPAIN | ||
| SRI LANKA | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| 24 Sir Baron Jayatillaka Mawatha | Colombo | |
| Colombo 1 | ||
| SRI LANKA | ||
| SWEDEN | Nordea Bank AB (publ) | Svenska Handelsbanken |
| Hamngatan 10 | Stockholm | |
| SE 105 71 Stockholm | ||
| SWEDEN | ||
| SWITZERLAND | UBS Switzerland AG | UBS Switzerland AG |
| 45 Bahnhofstrasse | Zurich | |
| 8021 Zurich | ||
| SWITZERLAND | ||
| TAIWAN | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 8th Floor, Cathay Xin Yi Trading Building | Taipei | |
| No. 108, Section 5, Xin Yi Road | ||
| Taipei 11047 | ||
| TAIWAN | ||
| *TANZANIA* | Stanbic Bank Tanzania Limited | Stanbic Bank Tanzania Limited |
| Stanbic Centre | Dar es Salaam | |
| Corner Kinondoni and A.H. Mwinyi Roads | ||
| P.O. Box 72648 | ||
| Dar es Salaam | ||
| TANZANIA | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| THAILAND | Standard Chartered Bank (Thai) Public | Standard Chartered Bank (Thai) Public |
| Company Limited | Company Limited | |
| 14th Floor, Zone B | Bangkok | |
| Sathorn Nakorn Tower | ||
| 90 North Sathorn Road Bangrak | ||
| Silom, Bangrak | ||
| Bangkok 10500 | ||
| THAILAND | ||
| TRINIDAD AND | Republic Bank Limited | Republic Bank Limited |
| TOBAGO | 9 17 Park Street | Port of Spain |
| Port of Spain | ||
| TRINIDAD AND TOBAGO | ||
| TUNISIA | Banque Internationale Arabe de Tunisie, S.A. | Banque Internationale Arabe de Tunisie, |
| 70 72 Avenue Habib Bourguiba | S.A. | |
| P.O. Box 520 | Tunis | |
| Tunis 1000 | ||
| TUNISIA | ||
| TURKEY | Citibank A.S. | JPMorgan Chase Bank, N.A.** |
| Inkilap Mah., Yilmaz Plaza | Istanbul | |
| O. Faik Atakan Caddesi No: 3 | ||
| 34768 Umraniye, Istanbul | ||
| TURKEY | ||
| UGANDA | Standard Chartered Bank Uganda Limited | Standard Chartered Bank Uganda Limited |
| 5 Speke Road | Kampala | |
| P.O. Box 7111 | ||
| Kampala | ||
| UGANDA | ||
| *UKRAINE* | PJSC Citibank | PJSC Citibank |
| 16 G Dilova Street | Kiev | |
| 03150 Kiev | ||
| UKRAINE | JPMorgan Chase Bank, N.A.** | |
| New York |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| UNITED ARAB | HSBC Bank Middle East Limited | The National Bank of Abu Dhabi |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | Abu Dhabi |
| ADX | P.O. Box 502601 | |
| Dubai | ||
| UNITED ARAB EMIRATES | ||
| UNITED ARAB | HSBC Bank Middle East Limited | The National Bank of Abu Dhabi |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | Abu Dhabi |
| DFM | P.O. Box 502601 | |
| Dubai | ||
| UNITED ARAB EMIRATES | ||
| UNITED ARAB | HSBC Bank Middle East Limited | JPMorgan Chase Bank, N.A. ** |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | New York |
| NASDAQ | P.O. Box 502601 | |
| DUBAI | Dubai | |
| UNITED ARAB EMIRATES | ||
| UNITED | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| KINGDOM | 25 Bank Street, Canary Wharf | London |
| London E14 5JP | ||
| UNITED KINGDOM | ||
| Deutsche Bank AG Depository and Clearing | Varies by currency | |
| Centre | ||
| 10 Bishops Square | ||
| London E1 6EG | ||
| UNITED KINGDOM | ||
| UNITED | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| STATES | 4 New York Plaza | New York |
| New York NY 10004 | ||
| UNITED STATES | ||
| URUGUAY | Banco Itaú Uruguay S.A. | Banco Itaú Uruguay S.A. |
| Zabala 1463 | Montevideo | |
| 11000 Montevideo | ||
| URUGUAY | ||
| VENEZUELA | Citibank, N.A. | Citibank, N.A. |
| Avenida Casanova | Caracas | |
| Centro Comercial El Recreo | ||
| Torre Norte, Piso 19 | ||
| Caracas 1050 | ||
| VENEZUELA | ||
| VIETNAM | HSBC Bank (Vietnam) Ltd. | HSBC Bank (Vietnam) Ltd. | |
| Centre Point | Ho Chi Minh City | ||
| 106 Nguyen Van Troi Street | |||
| Phu Nhuan District | |||
| Ho Chi Minh City | |||
| VIETNAM | |||
| *WAEMU | Standard Chartered Bank Côte dIvoire SA | Standard Chartered Bank Côte dIvoire SA | |
| BENIN, | 23 Boulevard de la Republique 1 | Abidjan | |
| BURKINA | 01 B.P. 1141 | ||
| FASO, GUINEA | Abidjan 17 | ||
| BISSAU, IVORY | IVORY COAST | ||
| COAST, MALI, | |||
| NIGER, | |||
| SENEGAL, | |||
| TOGO* | |||
| *RESTRICTED SERVICE ONLY. | PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR | ||
| FURTHER INFORMATION* | |||
| ZAMBIA | Standard Chartered Bank Zambia Plc | Standard Chartered Bank Zambia Plc | |
| Standard Chartered House | Lusaka | ||
| Cairo Road | |||
| P.O. Box 32238 | |||
| Lusaka 10101 | |||
| ZAMBIA | |||
| *ZIMBABWE* | Stanbic Bank Zimbabwe Limited | Stanbic Bank Zimbabwe Limited | |
| Stanbic Centre, 3rd Floor | Harare | ||
| 59 Samora Machel Avenue | |||
| Harare | |||
| ZIMBABWE | |||
| *RESTRICTED SERVICE ONLY. | PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR | ||
| FURTHER INFORMATION* | |||
| ** J.P. Morgan affiliate | Correspondent banks are listed for information only. | ||
This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
| SCHEDULE 3 SECURITIES DEPOSITORIES | ||
| Market | Depository | Instruments |
| ARGENTINA | CVSA | Equity, Corporate Debt, Government Debt |
| (Caja de Valores S.A.) | ||
| AUSTRALIA | ASX Settlement | Equity |
| (ASX Settlement Pty Limited) | ||
| Austraclear | Corporate Debt, Government Debt | |
| (Austraclear Limited) | ||
| AUSTRIA | OeKB CSD GmbH | Equity, Corporate Debt, Government Debt |
| (Oesterreichische Kontrollbank CSD | ||
| GmbH) | ||
| BAHRAIN | CSD | Equity, Corporate Debt |
| (Bahrain Bourse - Clearing, Settlement and | ||
| Central Depository) | ||
| BANGLADESH | BB | Government Debt |
| (Bangladesh Bank) | ||
| CDBL | Equity, Corporate Debt | |
| (Central Depository Bangladesh Limited) | ||
| BELGIUM | Euroclear Belgium | Equity, Corporate Debt |
| (Euroclear Belgium SA/NV) | ||
| NBB | Corporate Debt, Government Debt | |
| (The National Bank of Belgium) | ||
| BERMUDA | BSD | Equity, Corporate Debt, Government Debt |
| (Bermuda Stock Exchange - Bermuda | ||
| Securities Depository) | ||
| BOTSWANA | BoB | Government Debt |
| (Bank of Botswana) | ||
| CSDB | Equity, Corporate Debt | |
| (Central Securities Depository of Botswana | ||
| Ltd) | ||
| BRAZIL | BM&FBOVESPA | Equity |
| (B3 S.A. - BM&FBOVESPA) | ||
| CETIP | Corporate Debt | |
| (B3 S.A. - CETIP) | ||
| SELIC | Government Debt | |
| (Banco Central do Brasil - Sistema Especial | ||
| de Liquidação e Custódia) | ||
| BULGARIA | CDAD | Equity, Corporate Debt |
| (Central Depository AD) | ||
| BNB | Government Debt | |
| (Bulgarian National Bank) | ||
| CANADA | CDS Clearing | Equity, Corporate Debt, Government Debt |
| (CDS Clearing and Depository Services | ||
| Inc.) | ||
| CHILE | DCV | Equity, Corporate Debt, Government Debt |
| (Depósito Central de Valores S.A.) | ||
| CHINA A-SHARE | CSDCC | Equity, Corporate Debt, Government Debt |
| (China Securities Depository and Clearing | ||
| Corporation Limited) | ||
| SCH | Short-term Corporate Debt | |
| (Shanghai Clearing House) | ||
| CCDC | Corporate Debt, Government Debt | |
| (China Central Depository & Clearing Co., | ||
| Ltd.) | ||
| CHINA B-SHARE | CSDCC | Equity |
| (China Securities Depository and Clearing | ||
| Corporation Limited) | ||
| CHINA | HKSCC - for China Connect | Equity |
| CONNECT | (Hong Kong Securities Clearing Company | |
| Limited) | ||
| COLOMBIA | DCV | Government Debt |
| (Banco de la Républica de Colombia - | ||
| Depósito Central de Valores) | ||
| DECEVAL | Equity, Corporate Debt, Government Debt | |
| (Depósito Centralizado de Valores de | ||
| Colombia S.A.) | ||
| COSTA RICA | InterClear | Equity, Corporate Debt, Government Debt |
| (InterClear, S.A.) | ||
| CROATIA | SKDD | Equity, Corporate Debt, Government Debt |
| (Sredinje klirinko depozitarno drutvo | ||
| d.d.) | ||
| CYPRUS | CDCR | Equity, Corporate Debt, Government Debt |
| (Cyprus Stock Exchange - Central | ||
| Depository and Central Registry) | ||
| CZECH | CNB | Short-Term Corporate Debt, Short-Term |
| REPUBLIC | (Ceská národní banka) | Government Debt |
| CDCP | Equity, Long-Term Corporate Debt, Long- | |
| (Centrální depozitár cenných papíru, a.s.) | Term Government Debt | |
| DENMARK | VP | Equity, Corporate Debt, Government Debt |
| (VP Securities A/S) | ||
| EGYPT | MCDR | Equity, Corporate Debt, Treasury Bonds |
| (Misr for Central Clearing, Depository and | ||
| Registry) | ||
| CBE | Treasury Bills | |
| (Central Bank of Egypt) | ||
| ESTONIA | ECSD | Equity, Corporate Debt, Government Debt |
| (Eesti Väärtpaberikeskus AS) | ||
| FINLAND | Euroclear Finland | Equity, Corporate Debt, Government Debt |
| (Euroclear Finland Oy) | ||
| FRANCE | Euroclear France | Equity, Corporate Debt, Government Debt |
| (Euroclear France SA) | ||
| GERMANY | CBF | Equity, Corporate Debt, Government Debt |
| (Clearstream Banking AG) | ||
| GHANA | CSD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository (GH) Ltd.) | ||
| GREECE | BoG | Government Debt |
| (Bank of Greece) | ||
| ATHEXCSD | Equity, Corporate Debt | |
| (Hellenic Central Securities Depository) | ||
| HONG KONG | HKSCC | Equity, Corporate Debt, Government Debt |
| (Hong Kong Securities Clearing Company | ||
| Limited) | ||
| CMU | Corporate Debt, Government Debt | |
| (Hong Kong Monetary Authority - Central | ||
| Moneymarkets Unit) | ||
| HUNGARY | KELER | Equity, Corporate Debt, Government Debt |
| (Központi Elszámolóház és Értéktár | ||
| (Budapest) Zrt.) | ||
| ICELAND | Nasdaq CSD Iceland hf. | Equity, Corporate Debt, Government Debt |
| (Nasdaq verðbréfamiðstöð hf.) | ||
| INDIA | NSDL | Equity, Corporate Debt |
| (National Securities Depository Limited) | ||
| CDSL | Equity, Corporate Debt | |
| (Central Depository Services (India) | ||
| Limited) | ||
| RBI | Government Debt | |
| (Reserve Bank of India) | ||
| INDONESIA | KSEI | Equity, Corporate Debt, Government Debt* |
| (PT Kustodian Sentral Efek Indonesia) | (*acts as sub-registry) | |
| BI | Government Debt | |
| (Bank Indonesia) | ||
| INTERNATIONAL | Euroclear Bank | Internationally Traded Debt, Equity |
| SECURITIES | (Euroclear Bank SA/NV) | |
| MARKET | ||
| CBL | Internationally Traded Debt, Equity | |
| (Clearstream Banking S.A.) | ||
| IRELAND | EUI | Equity, Corporate Debt |
| (Euroclear U.K. & Ireland Limited) | ||
| ISRAEL | TASE-CH | Equity, Corporate Debt, Government Debt |
| (Tel-Aviv Stock Exchange Clearing House | ||
| Ltd.) | ||
| ITALY | Monte Titoli | Equity, Corporate Debt, Government Debt |
| (Monte Titoli S.p.A.) | ||
| JAPAN | JASDEC | Equity, Corporate Debt |
| (Japan Securities Depository Center, | ||
| Incorporated) | ||
| BOJ | Government Debt | |
| (Bank of Japan) | ||
| JORDAN | SDC | Equity, Corporate Debt |
| (Securities Depository Center) | ||
| KAZAKHSTAN | KACD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository Joint-Stock | ||
| Company) | ||
| KENYA | CDS | Government Debt |
| (Central Bank of Kenya - Central | ||
| Depository System) | ||
| CDSC | Equity, Corporate Debt | |
| (Central Depository and Settlement | ||
| Corporation Limited) | ||
| KUWAIT | KCC | Equity, Corporate Debt |
| (The Kuwait Clearing Company K.S.C.) | ||
| LATVIA | LCD | Equity, Corporate Debt, Government Debt |
| (Latvian Central Depository) | ||
| LITHUANIA | CSDL | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository of | ||
| Lithuania) | ||
| LUXEMBOURG | CBL | Equity, Corporate Debt, Government Debt |
| (Clearstream Banking S.A.) | ||
| MALAYSIA | Bursa Depository | Equity, Corporate Debt |
| (Bursa Malaysia Depository Sdn Bhd) | ||
| BNM | Government Debt | |
| (Bank Negara Malaysia) | ||
| MAURITIUS | CDS | Equity, Corporate Debt |
| (Central Depository & Settlement Co. Ltd) | ||
| BOM | Government Debt | |
| (Bank of Mauritius) | ||
| MEXICO | Indeval | Equity, Corporate Debt, Government Debt |
| (S.D. Indeval S.A. de C.V.) | ||
| MOROCCO | Maroclear | Equity, Corporate Debt, Government Debt |
| (Maroclear) | ||
| NETHERLANDS | Euroclear Nederland | Equity, Corporate Debt, Government Debt |
| (Euroclear Nederland) | ||
| NEW ZEALAND | NZCSD | Equity, Corporate Debt, Government Debt |
| (New Zealand Central Securities | ||
| Depository Limited) | ||
| NIGERIA | CSCS | Equity, Corporate Debt |
| (Central Securities Clearing System Plc) | ||
| CBN | Government Debt | |
| (Central Bank of Nigeria) | ||
| NORWAY | VPS | Equity, Corporate Debt, Government Debt |
| (Verdipapirsentralen ASA) | ||
| OMAN | MCD | Equity, Corporate Debt, Government Debt |
| (Muscat Clearing and Depository Co. | ||
| (S.A.O.C)) | ||
| PAKISTAN | SBP | Government Debt |
| (State Bank of Pakistan) | ||
| CDC | Equity, Corporate Debt | |
| (Central Depository Company of Pakistan | ||
| Limited) | ||
| PERU | CAVALI | Equity, Corporate Debt, Government Debt |
| (CAVALI S.A. I.C.L.V.) | ||
| PHILIPPINES | PDTC | Equity, Corporate Debt |
| (Philippine Depository and Trust | ||
| Corporation) | ||
| RoSS | Government Debt | |
| (Bureau of Treasury - Registry of Scripless | ||
| Securities) | ||
| POLAND | KDPW | Equity, Corporate Debt, Long-Term |
| (Krajowy Depozyt Papierów | Government Debt | |
| Wartosciowych S.A.) | ||
| RPW | Short-Term Government Debt | |
| (National Bank of Poland - Registry of | ||
| Securities) | ||
| PORTUGAL | INTERBOLSA | Equity, Corporate Debt, Government Debt |
| (Sociedade Gestora de Sistemas de | ||
| Liquidação e de Sistemas Centralizados de | ||
| Valores Mobiliários, S.A.) | ||
| QATAR | QCSD | Equity, Government Debt |
| (Qatar Central Securities Depository) | ||
| ROMANIA | CD S.A. | Equity, Corporate Debt |
| (Central Depository S.A.) | ||
| NBR | Government Debt | |
| (National Bank of Romania) | ||
| RUSSIA | NSD | Equity, Corporate Debt, Government Debt |
| (National Settlement Depository) | ||
| SAUDI ARABIA | SDCC | Equity, Corporate Debt, Government Debt |
| (Securities Depository Center Company) | ||
| SERBIA | CSD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository and Clearing | ||
| House) | ||
| SINGAPORE | CDP | Equity, Corporate Debt, Government |
| (The Central Depository (Pte) Limited) | Securities | |
| MAS | Government Securities | |
| (Monetary Authority of Singapore) | ||
| SLOVAK | CDCP | Equity, Corporate Debt, Government Debt |
| REPUBLIC | (Centrálny depozitár cenných papierov SR, | |
| a.s.) | ||
| SLOVENIA | KDD | Equity, Corporate Debt, Government Debt |
| (Centralna klirinko depotna dru~ba d.d.) | ||
| SOUTH AFRICA | Strate | Equity, Corporate Debt, Government Debt |
| (Strate (Pty) Limited) | ||
| SOUTH KOREA | KSD | Equity, Corporate Debt, Government Debt |
| (Korea Securities Depository) | ||
| SPAIN | IBERCLEAR | Equity, Corporate Debt, Government Debt |
| (Sociedad de Sistemas) | ||
| SRI LANKA | CDS | Equity, Corporate Debt |
| (Central Depository Systems (Pvt.) Ltd.) | ||
| LankaSecure | Government Debt | |
| (Central Bank of Sri Lanka - LankaSecure) | ||
| SWEDEN | Euroclear Sweden | Equity, Corporate Debt, Government Debt |
| (Euroclear Sweden AB) | ||
| SWITZERLAND | SIS | Equity, Corporate Debt, Government Debt |
| (SIX SIS AG) | ||
| TAIWAN | TDCC | Equity, Corporate Debt |
| (Taiwan Depository and Clearing | ||
| Corporation) | ||
| CBC | Government Debt | |
| (Central Bank of the Republic of China | ||
| (Taiwan)) | ||
| TANZANIA | CDS | Equity, Corporate Debt |
| (Dar es Salaam Stock Exchange Central | ||
| Depository System) | ||
| THAILAND | TSD | Equity, Corporate Debt, Government Debt |
| (Thailand Securities Depository Company | ||
| Limited) | ||
| TRINIDAD AND | TTCD | Equity, Corporate Debt, Government Debt |
| TOBAGO | (Trinidad and Tobago Central Depository | |
| Limited) | ||
| TUNISIA | Tunisie Clearing | Equity, Corporate Debt, Government Debt |
| (Tunisie Clearing) | ||
| TURKEY | CBRT | Government Debt |
| (Türkiye Cumhuriyet Merkez Bankasi | ||
| A.S.) | ||
| CRA | Equity, Corporate Debt, Government Debt | |
| (Merkezi Kayit Kurulusu A.S.) | ||
| UGANDA | CSD | Government Debt |
| (Bank of Uganda - Central Securities | ||
| Depository) | ||
| SCD | Equity, Corporate Debt | |
| (Uganda Securities Exchange - Securities | ||
| Central Depository) | ||
| UKRAINE | NDU | Equity, Corporate Debt |
| (National Depository of Ukraine) | ||
| UNITED ARAB | ADX | Equity, Corporate Debt, Government Debt |
| EMIRATES - ADX | (Abu Dhabi Securities Exchange) | |
| UNITED ARAB | DFM | Equity, Corporate Debt, Government Debt |
| EMIRATES - DFM | (Dubai Financial Market) | |
| UNITED ARAB | NASDAQ Dubai | Corporate Debt |
| EMIRATES - | (NASDAQ Dubai Limited) | |
| NASDAQ DUBAI | ||
| UNITED | EUI | Equity, Corporate Debt, Government Debt |
| KINGDOM | (Euroclear U.K. & Ireland Limited) | |
| UNITED STATES | FRB | Government Debt, Mortgage Backed |
| (Federal Reserve Bank) | Securities | |
| DTC | Equity, Corporate Debt | |
| (Depository Trust Company) | ||
| URUGUAY | BCU | Government Debt |
| (Banco Central del Uruguay) | ||
| VENEZUELA | CVV | Equity, Corporate Debt |
| (Caja Venezolana de Valores, S.A.) | ||
| BCV | Government Debt | |
| (Banco Central de Venezuela) | ||
| VIETNAM | VSD | Equity, Corporate Debt, Government Debt |
| (Vietnam Securities Depository) | ||
| WAEMU - BENIN, | DC/BR | Equity, Corporate Debt, Government Debt |
| BURKINA FASO, | (Le Dépositaire Central / Banque de | |
| GUINEA-BISSAU, | Règlement) | |
| IVORY COAST, | ||
| MALI, NIGER, | ||
| SENEGAL, TOGO | ||
| ZAMBIA | LuSE CSD | Equity, Corporate Debt, Treasury Bonds |
| (Lusaka Stock Exchange Central Shares | ||
| Depository) | ||
| BoZ | Government Debt | |
| (Bank of Zambia) | ||
| ZIMBABWE | CDC | Equity |
| (Chengetedzai Depository Company | ||
| Limited) | ||
This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
EXHIBIT 1Amendment 2
The following is an amendment, dated as of December 22, 2017 (Amendment), to the Amended and Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the Agreement), by and between JPMorgan Chase Bank, N.A. (Bank) and each open-end management investment company listed on Exhibit 1 thereto (each, a Trust). This Amendment serves to update the names of the Trusts and certain of their portfolios (each, a Fund) listed on Exhibit 1. Bank and Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Agreement.
Vanguard Admiral Funds
Vanguard S&P 500 Growth Index Fund Vanguard S&P 500 Value Index Fund Vanguard S&P Mid-Cap 400 Growth Index Fund Vanguard S&P Mid-Cap 400 Index Fund Vanguard S&P Mid-Cap 400 Value Index Fund Vanguard S&P Small-Cap 600 Growth Index Fund Vanguard S&P Small-Cap 600 Index Fund Vanguard S&P Small-Cap 600 Value Index Fund
Vanguard Bond Index Funds
Vanguard Inflation-Protected Securities Fund Vanguard Intermediate-Term Bond Index Fund Vanguard Long-Term Bond Index Fund Vanguard Short-Term Bond Index Fund Vanguard Total Bond Market Index Fund Vanguard Total Bond Market II Index Fund
Vanguard Chester Funds
Vanguard Institutional Target Retirement 2015 Fund Vanguard Institutional Target Retirement 2020 Fund Vanguard Institutional Target Retirement 2025 Fund Vanguard Institutional Target Retirement 2030 Fund Vanguard Institutional Target Retirement 2035 Fund Vanguard Institutional Target Retirement 2040 Fund Vanguard Institutional Target Retirement 2045 Fund Vanguard Institutional Target Retirement 2050 Fund Vanguard Institutional Target Retirement 2055 Fund Vanguard Institutional Target Retirement 2060 Fund Vanguard Institutional Target Retirement 2065 Fund Vanguard Institutional Target Retirement Income Fund Vanguard Target Retirement 2015 Fund Vanguard Target Retirement 2020 Fund Vanguard Target Retirement 2025 Fund Vanguard Target Retirement 2030 Fund Vanguard Target Retirement 2035 Fund Vanguard Target Retirement 2040 Fund Vanguard Target Retirement 2045 Fund
Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds Vanguard GNMA Fund Vanguard REIT II Index Fund Vanguard Index Funds
Vanguard Extended Market Index Fund1 Vanguard Mid-Cap Growth Index Fund Vanguard Mid-Cap Index Fund1 Vanguard Mid-Cap Value Index Fund Vanguard Small-Cap Growth Index Fund1 Vanguard Small-Cap Index Fund Vanguard Small-Cap Value Index Fund1 Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund2
Vanguard Malvern Funds Vanguard Core Bond Fund2
Vanguard Institutional Intermediate-Term Bond Fund2 Vanguard Institutional Short-Term Bond Fund2
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund Vanguard REIT Index Fund1 Vanguard STAR Funds Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard STAR Fund2 Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund
Vanguard Tax-Managed Capital Appreciation Fund1 Vanguard Tax-Managed Small-Cap Fund1
Vanguard Trustees Equity Fund Vanguard Diversified Equity Fund1 Vanguard International Value Fund2 Vanguard Valley Forge Funds Vanguard Balanced Index Fund Vanguard Managed Payout Fund1 Vanguard Variable Insurance Funds Conservative Allocation Portfolio1
Equity Index Portfolio2
Global Bond Index Portfolio
Mid-Cap Index Portfolio2
Moderate Allocation Portfolio1
REIT Index Portfolio2
Total International Stock Market Index Portfolio Total Stock Market Index Portfolio1
Vanguard Wellington Fund Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund2 Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Income Fund Vanguard Global Wellington Fund
(Rest of page left intentionally blank)
1 Effective on or about February 20, 2018, or as otherwise agreed by the parties.
2 Effective on or about March 22, 2018, or as otherwise agreed by the parties.
Bank and each following Customer hereby agree that all of the terms and conditions as set forth in the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly Managed Securities Lending transactions:
Vanguard Chester Funds
Vanguard PRIMECAP Fund
Vanguard Explorer Fund
Vanguard Explorer Fund
Vanguard Fenway Funds
Vanguard Equity Income Fund
Vanguard PRIMECAP Core Fund
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund Vanguard Global Equity Fund Vanguard Strategic Equity Fund Vanguard Strategic Small-Cap Equity Fund
Vanguard Index Funds
Vanguard Extended Market Index Fund
Vanguard 500 Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small Cap Growth Index Fund
Vanguard Small Cap Value Index Fund
Vanguard Value Index Fund
Vanguard Institutional Index Funds Vanguard Institutional Index Fund
Vanguard Institutional Total Stock Market Index Fund
Vanguard Malvern Funds
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
Vanguard Morgan Growth Fund
Vanguard Morgan Growth Fund
Vanguard Quantitative Funds
Vanguard Growth and Income Fund Vanguard Structured Broad Market Fund Vanguard Structured Large-Cap Equity Fund
Vanguard Scottsdale Funds Vanguard Explorer Value Fund Vanguard Russell 1000 Index Fund Vanguard Russell 1000 Value Index Fund Vanguard Russell 1000 Growth Index Fund Vanguard Russell 2000 Index Fund Vanguard Russell 2000 Value Index Fund Vanguard Russell 2000 Growth Index Fund Vanguard Russell 3000 Index Fund
Vanguard Specialized Funds
Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund
Vanguard Trustees Equity Fund
Vanguard Emerging Markets Select Stock Fund Vanguard International Value Fund
Vanguard Variable Insurance Funds Vanguard Balanced Portfolio Vanguard Capital Growth Portfolio Vanguard Diversified Value Portfolio Vanguard Equity Income Portfolio Vanguard Equity Index Portfolio Vanguard Growth Portfolio Vanguard Mid-Cap Index Portfolio Vanguard REIT Index Portfolio Vanguard Small Company Growth Portfolio Vanguard International Portfolio
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund Vanguard High Dividend Yield Index Fund Vanguard Mid-Cap Growth Fund Vanguard Selected Value Fund
Vanguard Windsor Funds Vanguard Windsor Fund Vanguard Windsor II Fund
Vanguard World Fund
Vanguard Consumer Discretionary Index Fund Vanguard Consumer Staples Index Fund Vanguard Energy Index Fund Vanguard FTSE Social Index Fund Vanguard Financials Index Fund Vanguard Health Care Index Fund Vanguard Industrials Index Fund Vanguard Information Technology Index Fund Vanguard Materials Index Fund Vanguard Mega Cap Index Fund Vanguard Mega Cap Growth Index Fund Vanguard Mega Cap Value Index Fund Vanguard Telecommunications Services Index Fund Vanguard U.S. Growth Fund Vanguard Utilities Index Fund
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IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
| JPMORGAN CHASE BANK, N.A. | EACH OF THE OPEN-END MANAGEMENT | |
| INVESTMENT COMPANIES LISTED ON | ||
| EXHIBIT 1 HERETO | ||
| By: | By: | |
| Name: | Name: | Thomas J. Higgins |
| Title: | Title: | Chief Financial Officer |
| 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 Specialized Funds of our reports dated March 15, 2018, relating to the financial statements and |
| financial highlights, which appear in Vanguard Dividend Appreciation Index Fund, Vanguard Dividend |
| Growth Fund, Vanguard Energy Fund, Vanguard Health Care Fund, Vanguard Precious Metals and |
| Mining Fund and Vanguard REIT Index Funds Annual Report on Form N-CSR for the year ended January |
| 31, 2018. We also consent to the references to us under the headings Financial Statements, Service |
| ProvidersIndependent Registered Public Accounting Firm and Financial Highlights in such |
| Registration Statement. |
| /s/PricewaterhouseCoopers LLP |
| Philadelphia, Pennsylvania |
| September 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 27, 2018
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 |
| | Real Estate II Index Fund | Institutional Plus |
| | Short-Term Treasury Fund | Investor, Admiral |
| | Short-Term Federal Fund | Investor, Admiral |
| | Short-Term Investment-Grade Fund | Investor, Admiral, Institutional |
| | Intermediate-Term Treasury Fund | Investor, Admiral |
| | Intermediate-Term Investment-Grade Fund | Investor, Admiral |
| | GNMA Fund | Investor, Admiral |
2
| Vanguard Fund | Share Classes Authorized | |
| | Long-Term Treasury Fund | Investor, Admiral |
| | Long-Term Investment-Grade Fund | Investor, Admiral |
| | High-Yield Corporate Fund | Investor, Admiral |
| Vanguard Horizon Funds | ||
| | Capital Opportunity Fund | Investor, Admiral |
| | Global Equity Fund | Investor |
| | Strategic Equity Fund | Investor |
| | Strategic Small-Cap Equity Fund | Investor |
| Vanguard Index Funds | ||
| | 500 Index Fund | Investor, Admiral, Institutional Select, ETF |
| | Extended Market Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, ETF | ||
| | Growth Index Fund | Investor, Admiral, Institutional, ETF |
| | Large-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| | Mid-Cap Growth Index Fund | Investor, Admiral, ETF |
| | Mid-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Mid-Cap Value Index Fund | Investor, Admiral, ETF |
| | Small-Cap Growth Index Fund | Investor, Admiral, Institutional, ETF |
| | Small-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| | Small-Cap Value Index Fund | Investor, Admiral, Institutional, ETF |
| | Total Stock Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| | Value Index Fund | Investor, Admiral, Institutional, ETF |
| Vanguard Institutional Index Funds | ||
| | Institutional Index Fund | Institutional, Institutional Plus |
| | Institutional Total Stock Market Index Fund | Institutional, Institutional Plus |
| Vanguard International Equity Index Funds | ||
| | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| | Total World Stock Index Fund | Investor, 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 |
| | Total World Bond ETF | ETF |
| Vanguard Specialized Funds | ||
| | Energy Fund | Investor, Admiral |
| | Global Capital Cycles Fund | Investor |
| | Health Care Fund | Investor, Admiral |
| | Dividend Growth Fund | Investor |
| | Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
| | Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| Vanguard STAR Funds | ||
| | LifeStrategy Conservative Growth Fund | Investor |
| | LifeStrategy Growth Fund | Investor |
| | LifeStrategy Income Fund | Investor |
| | LifeStrategy Moderate Growth Fund | Investor |
| | STAR Fund | Investor |
| | Total International Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, | ||
| ETF | ||
| Vanguard Tax-Managed Funds | ||
| | Tax-Managed Balanced Fund | Admiral |
| | Tax-Managed Capital Appreciation Fund | Admiral, Institutional |
| | Developed Markets Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Developed Markets ETF | ETF | |
| | Tax-Managed Small-Cap Fund | Admiral, Institutional |
5
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Trustees Equity Fund | ||
| | International Value Fund | Investor |
| | Diversified Equity Fund | Investor |
| | Emerging Markets Select Stock Fund | Investor |
| | Alternative Strategies Fund | Investor |
| Vanguard Valley Forge Funds | ||
| | Balanced Index Fund | Investor, Admiral, Institutional |
| | Managed Payout Fund | Investor |
| Vanguard Variable Insurance Funds | ||
| | Balanced Portfolio | Investor |
| | Conservative Allocation Portfolio | Investor |
| | Diversified Value Portfolio | Investor |
| | Equity Income Portfolio | Investor |
| | Equity Index Portfolio | Investor |
| | Growth Portfolio | Investor |
| | Global Bond Index Portfolio | Investor |
| | Total Bond Market Index Portfolio | Investor |
| | High Yield Bond Portfolio | Investor |
| | International Portfolio | Investor |
| | Mid-Cap Index Portfolio | Investor |
| | Moderate Allocation Portfolio | Investor |
| | Money Market Portfolio | Investor |
| | Real Estate Index Portfolio | Investor |
| | Short-Term Investment Grade Portfolio | Investor |
| | Small Company Growth Portfolio | Investor |
| | Capital Growth Portfolio | Investor |
| | Total International Stock Market Index Portfolio | Investor |
| | Total Stock Market Index Portfolio | Investor |
| Vanguard Wellesley Income Fund | Investor, Admiral | |
| Vanguard Wellington Fund | ||
| | U.S. Liquidity Factor ETF | ETF |
| | U.S. Minimum Volatility ETF | ETF |
| | U.S. Momentum Factor ETF | ETF |
| | U.S. Multifactor ETF | ETF |
| | U.S. Multifactor Fund | Admiral |
| | U.S. Quality Factor ETF | ETF |
| | U.S. Value Factor ETF | ETF |
| | Wellington Fund | Investor, Admiral |
6
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Whitehall Funds | ||
| | Selected Value Fund | Investor |
| | Mid-Cap Growth Fund | Investor |
| | International Explorer Fund | Investor |
| | High Dividend Yield Index Fund | Investor, ETF |
| | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
| Vanguard Windsor Funds | ||
| | Windsor Fund | Investor, Admiral |
| | Windsor II Fund | Investor, Admiral |
| Vanguard World Fund | ||
| | Extended Duration Treasury Index Fund | Institutional, Institutional Plus, ETF |
| | FTSE Social Index Fund | Investor, Institutional |
| | Global Wellesley Income Fund | Investor, Admiral |
| | Global Wellington Fund | Investor, Admiral |
| | International Growth Fund | Investor, Admiral |
| | Mega Cap Index Fund | Institutional, ETF |
| | Mega Cap Growth Index Fund | Institutional, ETF |
| | Mega Cap Value Index Fund | Institutional, ETF |
| | U.S. Growth Fund | Investor, Admiral |
| | Consumer Discretionary Index Fund | Admiral, ETF |
| | Consumer Staples Index Fund | Admiral, ETF |
| | Energy Index Fund | Admiral, ETF |
| | Financials Index Fund | Admiral, ETF |
| | Health Care Index Fund | Admiral, ETF |
| | Industrials Index Fund | Admiral, ETF |
| | Information Technology Index Fund | Admiral, ETF |
| | Materials Index Fund | Admiral, ETF |
| | Communication Services Index Fund | Admiral, ETF |
| | Utilities Index Fund | Admiral, ETF |
| | ESG U.S. Stock ETF | ETF |
| | ESG International Stock ETF | ETF |
Original Board Approval: July 21, 2000
Last Updated: September 24, 2018
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.
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.
Institutional Share class eligibility also is subject to the following special rules:
| Individual clients. Individual clients may hold Institutional Shares by | ||
| aggregating | up to 3 accounts held by the same client (same tax I.D. number) | |
| in | a single Fund. | |
| 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 Period ç 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 27, 2018
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