Form 485BPOS VANGUARD VALLEY FORGE

July 29, 2022 9:02 AM EDT

As filed with the Securities and Exchange Commission on July 29, 2022
Securities Act File No. 333-264133

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 1 ☒
VANGUARD VALLEY FORGE 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
(Name and Address of Agent for Service)
The title of securities being registered is Vanguard Baillie Gifford Global Positive Impact Stock Fund Investor Shares.
Calculation of Registration Fee under the Securities Act of 1933: No filing fee is due in reliance on Section 24(f) and Rule 24f-2 under the Investment Company Act of 1940.
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933.
Explanatory Note
The purpose of this filing is to file as an exhibit the opinion of counsel supporting the tax matters and consequences to shareholders in connection with the reorganization of Baillie Gifford Positive Change Equities Fund, a series of Baillie Gifford Funds, with and into Vanguard Baillie Gifford Global Positive Impact Stock Fund, a series of Vanguard Valley Forge Funds, as required by Item 16(12) of Form N-14. Parts A and B of this Registration Statement are incorporated by reference to the Combined Proxy Statement/Prospectus and Statement of Additional Information, which were filed on EDGAR on April 5, 2022 (File No. 333-264133).
PART C
VANGUARD VALLEY FORGE FUNDS
OTHER INFORMATION
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FORM N-14

OTHER INFORMATION
ITEM 15.  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 16. EXHIBITS

(1)
Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 79, dated April 4, 2022, is hereby incorporated by reference.
(2)
By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 77, dated April 21, 2021, are hereby incorporated by reference.
(3) Voting Trust Agreement, not applicable.
(4)
Form of Agreement and Plan of Reorganization by and among Vanguard Valley Forge Funds, on behalf of the Acquired Fund and the Acquiring Fund, included in Part A of the Registrant’s Registration Statement on Form N-14 dated April 5, 2022 (File No. 333-264133), is hereby incorporated by reference.
(5)
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 (1) above.
(6)
Investment Advisory Contracts, The Vanguard Group, Inc., provides investment advisory services to the Vanguard Balanced Index Fund and Vanguard Managed Allocation Fund pursuant to the Fifth Amended and Restated Funds’ Service Agreement, refer to Exhibit (13) below. The Investment Advisory Contract with Baillie Gifford Overseas Limited (with respect to Vanguard Baillie Gifford Global Positive Impact Stock Fund), filed with Post-Effective Amendment No. 79, dated April 4, 2022, is hereby incorporated by reference.

(7)
Underwriting Contracts, not applicable.
(8)
Bonus or Profit Sharing Contracts, reference is made to the section entitled “Management of the Funds” in the Registrant’s Statement of Additional Information, is hereby incorporated by reference.

(9)
Custodian Agreements, for JP Morgan Chase Bank, filed with Post-Effective Amendment No. 80, dated April 29, 2022, is hereby incorporated by reference. The Custodian Agreement with Bank of New York Mellon, filed with Post-Effective Amendment No. 79, dated April 4, 2022, is hereby incorporated by reference.
(10) (a)
Rule 12b-1 Plan, not applicable.
        (b)
Rule 18f-3 Plan, filed with Post-Effective Amendment No. 79, dated April 4, 2022, is hereby incorporated by reference.
(11)
Legality of Securities Opinion, filed with Registrant’s Registration Statement on Form N-14 dated April 5, 2022 (File No. 333-264133), is hereby incorporated by reference.
(13)
Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed with Post-Effective Amendment No. 74, dated February 28, 2020, is hereby incorporated by reference.
(14)
Other Opinion or Consent, Consent of Independent Registered Public Accounting Firm, filed with Registrant’s Registration Statement on Form N-14 dated April 5, 2022 (File No. 333-264133), is hereby incorporated by reference.
(15)
Omitted Financial Statements, not applicable.
(16)
Power of Attorney filed with Registrant’s Registration Statement on Form N-14 dated April 5, 2022 (File No. 333-264133), is hereby incorporated by reference.
(17)
Other Exhibits, not applicable.

ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant undertakes to file, by post-effective amendment, the final opinion of counsel supporting the tax consequences of the proposed reorganization within a reasonable time after receipt of such opinion.

SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 29th day of July, 2022.
VANGUARD VALLEY FORGE FUNDS

By: /s/ Mortimer J. Buckley* 


Mortimer J. Buckley
Chairman and Chief Executive Officer
As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
Title
Date
     
/s/ Mortimer J. Buckley*
Mortimer J. Buckley
Chairman and Chief Executive Officer
July 29, 2022
/s/ Tara Bunch*
Tara Bunch
Trustee
July 29, 2022
/s/ Emerson U. Fullwood*
Emerson U. Fullwood
Trustee
July 29, 2022
/s/ F. Joseph Loughrey*
F. Joseph Loughrey
Trustee
July 29, 2022
/s/ Mark Loughridge*
Mark Loughridge
Trustee
July 29, 2022
/s/ Scott C. Malpass*
Scott C. Malpass
Trustee
July 29, 2022
/s/ Deanna Mulligan*
Deanna Mulligan
Trustee
July 29, 2022
/s/ André F. Perold*
André F. Perold
Trustee
July 29, 2022

/s/ Sarah Bloom Raskin*
Sarah Bloom Raskin
Trustee
July 29, 2022
/s/ David Thomas*
David Thomas
Trustee
July 29, 2022
/s/ Peter F. Volanakis*
Peter F. Volanakis
Trustee
July 29, 2022
/s/ Christine Buchanan*
Christine Buchanan
Chief Financial Officer
July 29, 2022

*By      /s/ Anne E. Robinson 
Anne E. Robinson, pursuant to a Power of Attorney filed on April 5, 2022 (see File Number 333-264133), incorporated by reference.















EXHIBIT INDEX
Exhibit No.
Description
12








 
 
Stradley Ronon Stevens & Young, LLP
2005 Market Street
Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com


Christopher C Scarpa

Partner


215.564.8106


July 18, 2022

Board of Trustees, Vanguard Trust
Board of Trustees, Baillie Gifford Trust




Re:      Agreement and Plan of Reorganization (“Agreement”) made as of the 15th day of July, 2022 between Vanguard Valley Forge Funds, a statutory trust formed under the laws of the State of Delaware (the “Vanguard Trust”), on behalf of Vanguard Baillie Gifford Global Positive Impact Stock Fund, a series of the Vanguard Trust (the “Acquiring Fund”), and the Baillie Gifford Funds, a business trust formed under the laws of the Commonwealth of Massachusetts (the “Baillie Gifford Trust”), on behalf of Baillie Gifford Positive Change Equities Fund, a series of the Baillie Gifford Trust (the “Selling Fund”); and solely with respect to the provisions of Paragraphs 9.2 and 9.4 of the Agreement, The Vanguard Group, Inc., a Pennsylvania corporation, (“The Vanguard Group”); and solely with respect to the provisions of Paragraphs 1.3, 9.2 and 9.3 of the Agreement, Baillie Gifford Overseas Limited, a corporation organized under the laws of Scotland, United Kingdom (“Baillie Gifford”)

Ladies and Gentlemen:

You have requested our opinion as to certain federal income tax consequences of the Reorganization of the Selling Fund, which will consist of: (i) the acquisition by the Acquiring Fund of all assets of the Selling Fund in exchange solely for the assumption by the Acquiring Fund of all of the Liabilities of the Selling Fund and units of a corresponding class or classes of beneficial interest (the “Shares”) of the Acquiring Fund (the “Acquiring Fund Shares”) of equal value to the net assets of the Selling Fund being acquired; (ii) the distribution, on or after the Closing Date, of Acquiring Fund Shares to the shareholders of the corresponding class of the Selling Fund in liquidation of the Selling Fund as provided in the Agreement; and (iii) the termination of the Selling Fund; all upon and subject to the terms and conditions set out in the Agreement. The Acquiring Fund is, and will be immediately prior to Closing, a shell series, without assets or liabilities, created solely for the purpose of acquiring the assets and assuming

Philadelphia, PA • Malvern, PA • Cherry Hill, NJ • Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership




Board of Trustees, Vanguard Trust
Board of Trustees, Baillie Gifford Trust
July 18, 2022
Page 2

the Liabilities of the Selling Fund. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.

In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Agreement, made as of the 15th day of July, 2022; (b) the Proxy Statement/Prospectus provided to shareholders of the Selling Fund dated May 5, 2022; (c) certain representations concerning the Reorganization made to us by the Vanguard Trust, on behalf of the Acquiring Fund, and Baillie Gifford Trust, on behalf of the Selling Fund, in letters dated July 18, 2022 (the “Representation Letters”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.

For purposes of this opinion, we have assumed that the Selling Fund on the Closing Date of the Reorganization satisfies, and immediately following the Closing Date of the Reorganization, the Acquiring Fund will continue to satisfy, the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as regulated investment companies.

Based on the foregoing, and provided the Reorganization is carried out in accordance with the applicable laws of the State of Delaware and the Commonwealth of Massachusetts, the terms of the Agreement and the statements in the Representation Letters for the Selling Fund and the Acquiring Fund, it is our opinion that for federal income tax purposes:

(a)
The acquisition by the Acquiring Fund of all of the assets of the Selling Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the Liabilities of the Selling Fund, followed by the distribution by the Selling Fund to its shareholders of the Acquiring Fund shares in complete liquidation and termination of the Selling Fund, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, and the Selling Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(b)
No gain or loss will be recognized by the Selling Fund upon the transfer of all of its assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the Liabilities of the Selling Fund, pursuant to Section 361(a) and Section 357(a) of the Code.

(c)
No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the assets of the Selling Fund in exchange solely for the assumption of all of the Liabilities of the Selling Fund and issuance of the Acquiring Fund Shares pursuant to Section 1032(a) of the Code.
Board of Trustees, Vanguard Trust
Board of Trustees, Baillie Gifford Trust
July 18, 2022
Page 3


(d)
No gain or loss will be recognized by the Selling Fund upon the distribution of the Acquiring Fund Shares by the Selling Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.

(e)
The tax basis of the assets of the Selling Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Selling Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

(f)
The holding periods of the assets of the Selling Fund in the hands of the Acquiring Fund will include the periods during which such assets were held or treated for federal income tax purposes as held by the Selling Fund pursuant to Section 1223(2) of the Code.

(g)
No gain or loss will be recognized by the shareholders of the Selling Fund upon the exchange of all of their Selling Fund shares solely for the Acquiring Fund Shares pursuant to Section 354(a) of the Code.

(h)
The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Selling Fund will be the same as the aggregate tax basis of Selling Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

(i)
The holding period of Acquiring Fund Shares received by a shareholder of the Selling Fund will include the period during which such shareholder held or is treated for federal income tax purposes as having held the Selling Fund shares exchanged therefor, provided that the shareholder held Selling Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

(j)
For purposes of Section 381 of the Code, the Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the Treasury Regulations, the items of Selling Fund described in Section 381(c) of the Code as if there had been no Reorganization, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and, if applicable, the Treasury Regulations promulgated thereunder.

Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the Reorganization on the Selling Fund, the Acquiring Fund or any Selling Fund shareholders with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in section 1297(a) of the Code or any contract described in Section 1256(b) of the Code) as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) regardless of whether such transfer would otherwise be a nontaxable transaction under the Code.

Our opinion is based upon the Code, the applicable Treasury Regulations, the present positions of the Internal Revenue Service (the “Service”) as are set forth in published revenue
Board of Trustees, Vanguard Trust
Board of Trustees, Baillie Gifford Trust
July 18, 2022
Page 4



rulings and revenue procedures, present administrative positions of the Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of the Reorganization.

Our opinion is conditioned upon the performance by the Vanguard Trust, on behalf of the Acquiring Fund, and the Baillie Gifford Trust, on behalf of the Selling Fund, of the undertakings in the Agreement and the Representation Letters. Except as expressly set forth above, we express no other opinion to any party as to the tax consequences, whether federal, state, local or foreign, with respect to (i) the Reorganization or any transaction related to or contemplated by such Reorganization (or incident thereto) or (ii) the effect, if any, of the Reorganization on any other transaction and/or the effect, if any, of any such other transaction on the Reorganization.

With respect to the registration statement of the Acquiring Fund on Form N-14, and any amendments thereto, covering the registration of the Acquiring Fund Shares under the Securities Act of 1933, as amended, to be issued in the Reorganization (the "Registration Statement"), we hereby consent to: (i) the use of this opinion as an exhibit to the Registration Statement, (ii) the use of our firm's name in the Registration Statement, and (iii) the discussion of this opinion in the Registration Statement.

Very truly yours,

STRADLEY RONON STEVENS & YOUNG, LLP


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