Form 485BPOS VANGUARD VARIABLE INSURA
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, DC 20549 | |
| Form N-1A | |
| REGISTRATION STATEMENT (NO. 33-32216) | |
| UNDER THE SECURITIES ACT OF 1933 | [X] |
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 80 | [X] |
| and | |
| REGISTRATION STATEMENT (811-05962) UNDER THE INVESTMENT COMPANY ACT OF | |
| 1940 | |
| Amendment No. 83 | [X] |
| VANGUARD VARIABLE INSURANCE FUNDS | |
| (Exact Name of Registrant as Specified in Declaration of Trust) | |
| P.O. Box 2600, Valley Forge, PA 19482 |
| (Address of Principal Executive Office) |
| Registrants Telephone Number (610) 669-1000 |
| Anne E. Robinson, Esquire |
| P.O. Box 876 |
| Valley Forge, PA 19482 |
| It is proposed that this filing will become effective (check appropriate box) |
| [ ] immediately upon filing pursuant to paragraph (b) |
| [x] on April 28, 2017 pursuant to paragraph (b) |
| [ ] 60 days after filing pursuant to paragraph (a)(1) |
| [ ] on (date) pursuant to paragraph (a)(1) |
| [ ] 75 days after filing pursuant to paragraph (a)(2) |
| [ ] on (date) pursuant to paragraph (a)(2) of rule 485 |
| If appropriate, check the following box: |
| [ ] This post-effective amendment designates a new effective date for a previously filed |
| post-effective amendment. |
Vanguard Variable Insurance Fund
Prospectus
April 28, 2017
| Money Market Portfolio | Total Stock Market Index Portfolio |
| Short-Term Investment-Grade Portfolio | Equity Index Portfolio |
| Total Bond Market Index Portfolio | Mid-Cap Index Portfolio |
| High Yield Bond Portfolio | Growth Portfolio |
| Conservative Allocation Portfolio | Capital Growth Portfolio |
| Moderate Allocation Portfolio | Small Company Growth Portfolio |
| Balanced Portfolio | International Portfolio |
| Equity Income Portfolio | REIT Index Portfolio |
| Diversified Value Portfolio |
| This prospectus contains financial data for the Portfolios through the fiscal year ended December 31, 2016. |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed |
| upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
| Contents | |||
| An Introduction to Vanguard Variable | |||
| Portfolio Summaries | Insurance Fund | 43 | |
| Money Market Portfolio | 1 | Investing in the Money Market Portfolio | 44 |
| Short-Term Investment-Grade Portfolio | 3 | More on the Portfolios | 45 |
| Total Bond Market Index Portfolio | 6 | More on the Money Market Portfolio | 45 |
| High Yield Bond Portfolio | 9 | More on the Bond Portfolios | 47 |
| Conservative Allocation Portfolio | 11 | More on the Balanced Portfolios | 54 |
| Moderate Allocation Portfolio | 14 | More on the Stock Portfolios | 56 |
| Balanced Portfolio | 17 | Additional Information | 66 |
| Equity Income Portfolio | 19 | Turnover Rate | 69 |
| Diversified Value Portfolio | 22 | The Portfolios and Vanguard | 69 |
| Total Stock Market Index Portfolio | 24 | Investment Advisors | 69 |
| Equity Index Portfolio | 26 | Taxes | 76 |
| Mid-Cap Index Portfolio | 28 | Share Price | 76 |
| Growth Portfolio | 30 | Financial Highlights | 78 |
| Capital Growth Portfolio | 32 | General Information | 87 |
| Small Company Growth Portfolio | 35 | Glossary of Investment Terms | 89 |
| International Portfolio | 37 | ||
| REIT Index Portfolio1 | 40 | ||
1
1
Money Market Portfolio
Investment Objective
The Portfolio seeks to provide current income while maintaining liquidity and a stable share price of $1.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.13% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses1 | 0.16% |
| 1 Vanguard and the Portfolio's Board have voluntarily agreed to temporarily limit certain net operating expenses in excess of the Portfolio's daily yield so as | |
| to maintain a zero or positive yield for the Portfolio. Vanguard and the Portfolio's Board may terminate the temporary expense limitation at any time. | |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $16 | $52 | $90 | $205 |
Principal Investment Policies
The Portfolio invests primarily in high-quality, short-term money market instruments, including certificates of deposit, banker’s acceptances, commercial paper, Eurodollar and Yankee obligations, and other money market securities. To be considered high quality, a security must be determined by Vanguard to present minimal credit risk based in part on a consideration of maturity, portfolio diversification, portfolio liquidity, and credit quality. The Portfolio invests more than 25% of its assets in securities issued by companies in the financial services industry. The Portfolio maintains a dollar-weighted average maturity of 60 days or less and a dollar-weighted average life of 120 days or less.
Principal Risks
The Portfolio is designed for investors with a low tolerance for risk; however, the Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Income risk, which is the chance that the Portfolio’s income will decline because of falling interest rates. Because the Portfolio’s income is based on short-term interest rates—which can fluctuate significantly over short periods—income risk is expected to be high.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
• Credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that security to decline. Credit risk should be very low for the Portfolio because it invests primarily in securities that are considered to be of high quality.
2
• Foreign investment risk. The Portfolio’s investment in Eurodollar and Yankee obligations, which include certificates of deposit issued in U.S. dollars by foreign banks and foreign branches of U.S. banks, subjects it to the same risks as U.S. money market instruments, such as income risk and credit risk. Additional risks of Eurodollar and Yankee obligations include the chance that a foreign government will not let U.S. dollar-denominated assets leave the country, the chance that the banks that issue Eurodollar obligations may not be subject to the same regulations as U.S. banks, and the chance that adverse political or economic developments will affect investments in a foreign country.
• Industry concentration risk, which is the chance that there will be overall problems affecting a particular industry. Because the Portfolio invests more than 25% of its assets in securities issued by companies in the financial services industry, the Portfolio’s performance depends to a greater extent on the overall condition of that industry and is more susceptible to events affecting that industry.
You could lose money by investing in the Portfolio. Although the Portfolio seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Portfolio may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Portfolio’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Portfolio’s sponsor has no legal obligation to provide financial support to the Portfolio, and you should not expect that the sponsor will provide financial support to the Portfolio at any time.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and a comparative benchmark, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Returns for the Variable Insurance Money Market Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Money Market Portfolio
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Money Market Portfolio | 0.48% | 0.19% | 0.99% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| Citigroup 3-Month U.S. Treasury Bill Index | 0.27% | 0.08% | 0.72% |
| Variable Insurance Money Market Funds Average | 0.06 | 0.00 | 0.71 |
3
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
John C. Lanius, Portfolio Manager at Vanguard. He has managed the Portfolio since 2004.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Short-Term Investment-Grade Portfolio
Investment Objective
The Portfolio seeks to provide current income while maintaining limited price volatility.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.13% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.16% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $16 | $52 | $90 | $205 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 65% of the average value of its portfolio.
4
Principal Investment Strategies
The Portfolio invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities. Under normal circumstances, at least 80% of the Portfolios assets will be invested in short- and intermediate-term investment-grade securities. The Portfolios 80% policy may be changed only upon 60 days notice to shareholders. High-quality fixed income securities are those rated the equivalent of A3 or better by Moodys Investors Service, Inc. (Moodys), or by another independent rating agency or, if unrated, are determined to be of comparable quality by the Portfolios advisor; medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moodys or another independent rating agency, or, if unrated, are determined to be of comparable quality by the Portfolios advisor. (Investment-grade fixed income securities are those rated the equivalent of Baa3 and above by Moodys.) The Portfolio is expected to maintain a dollar-weighted average maturity of 1 to 4 years.
Principal Risks
The Portfolio is designed for investors with a low tolerance for risk; however, you could still lose money by investing in it. The Portfolio is subject to the following risks, which could affect the Portfolios performance:
Income risk, which is the chance that the Portfolios income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Portfolios monthly income to fluctuate.
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Portfolio because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of longer-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Although the Portfolio invests a limited portion of its assets in low-quality bonds, credit risk should be low for the Portfolio because it invests primarily in bonds that are considered high-quality and, to a lesser extent, in bonds that are considered medium-quality.
Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolios income. Such redemptions and subsequent reinvestments would also increase the Portfolios turnover rate. Call risk should be low for the Portfolio.
Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds.
Liquidity risk, which is the chance that the Portfolio may not be able to sell a security in a timely manner at a desired price.
Liquidity risk is generally low for short-term corporate bonds.
Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investments in the Finance and Industrial sectors subject the Portfolio to proportionately higher exposure to the risks of these sectors.
Derivatives risk. The Portfolio may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
5
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index, which has investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.92% (quarter ended June 30, 2009), and the lowest return for a quarter was –2.98% (quarter ended September 30, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Short-Term Investment-Grade Portfolio | 2.72% | 2.21% | 3.38% |
| Bloomberg Barclays U.S. 1-5 Year Credit Bond Index | |||
| (reflects no deduction for fees or expenses) | 2.58% | 2.46% | 3.86% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Gregory S. Nassour, CFA, Principal of Vanguard. He has managed the Portfolio since 2002.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
6
Total Bond Market Index Portfolio
Investment Objective
The Portfolio seeks to track the performance of a broad, market-weighted bond index.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.12% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.15% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $15 | $48 | $85 | $192 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 104% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio employs an indexing investment approach designed to track the performance of the Bloomberg Barclays U.S. Aggregate Float Adjusted Index. This Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States—including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities—all with maturities of more than 1 year.
The Portfolio invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Portfolio’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Portfolio’s assets will be invested in bonds held in the Index. The Portfolio maintains a dollar-weighted average maturity consistent with that of the Index, which generally ranges between 5 and 10 years.
7
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolios share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolios performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Portfolio because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Income risk, which is the chance that the Portfolios income will decline because of falling interest rates. Income risk is generally high for short-term bond funds and moderate for intermediate-term bond funds, so investors should expect the Portfolios monthly income to fluctuate accordingly.
Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolios income. Such redemptions and subsequent reinvestments would also increase the Portfolios turnover rate. Call risk should be moderate for the Portfolio because it invests only a portion of its assets in callable bonds.
Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Portfolio. The Portfolio would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolios income. Such prepayments and subsequent reinvestments would also increase the Portfolios turnover rate. Prepayment risk is moderate for the Portfolio because it invests only a portion of its assets in mortgage-backed securities.
Extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. For funds that invest in mortgage-backed securities, extension risk is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. Extension risk is generally moderate for intermediate-term bond funds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be low for the Portfolio because it purchases only bonds that are of investment-grade quality.
Index sampling risk, which is the chance that the securities selected for the Portfolio, in the aggregate, will not provide investment performance matching that of the Portfolios target index. Index sampling risk for the Portfolio should be low.
Liquidity risk, which is the chance that the Portfolio may not be able to sell a security in a timely manner at a desired price.
Derivatives risk. The Portfolio may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
8
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of its target index and other comparative indexes, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses, but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Total Bond Market Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 4.40% (quarter ended December 31, 2008), and the lowest return for a quarter was –3.21% (quarter ended December 31, 2016).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Total Bond Market Index Portfolio | 2.47% | 2.05% | 4.22% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Bloomberg Barclays U.S. Aggregate Bond Index | 2.65% | 2.23% | 4.34% |
| Bloomberg Barclays U.S. Aggregate Float Adjusted Index | 2.75 | 2.24 | — |
| Spliced Bloomberg Barclays U.S. Aggregate Float Adjusted Index | 2.75 | 2.24 | 4.36 |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William D. Baird, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2008.
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguard’s Fixed Income Indexing Americas. He has co-managed the Portfolio since 2013.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
9
High Yield Bond Portfolio
Investment Objective
The Portfolio seeks to provide a high level of current income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.25% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.28% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $29 | $90 | $157 | $356 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 27% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests primarily in a diversified group of high-yielding, higher-risk corporate bonds—commonly known as “junk bonds”—with medium- and lower-range credit-quality ratings. Under normal circumstances, the Portfolio invests at least 80% of its assets in corporate bonds that are rated below Baa by Moody’s Investors Service, Inc. (Moody’s); have an equivalent rating by any other independent bond-rating agency; or, if unrated, are determined to be of comparable quality by the Portfolio’s advisor. The Portfolio’s 80% policy may be changed only upon 60 days’ notice to shareholders.
The Portfolio may not invest more than 20% of its assets in any of the following, taken as a whole: bonds with credit ratings lower than B or the equivalent, convertible securities, preferred stocks, and fixed and floating rate loans of medium- to lower-range credit quality. The loans in which the Portfolio may invest will be rated Baa or below by Moody’s; have an equivalent rating by any other independent bond-rating agency; or, if unrated, are determined to be of comparable quality by the Portfolio’s advisor. The Portfolio’s high-yield bonds and loans have mostly short- and intermediate-term maturities.
10
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Credit risk, which is the chance that a bond or loan issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline. Credit risk should be high for the Portfolio because it invests primarily in bonds and loans with medium- and lower-range credit-quality ratings.
• Income risk, which is the chance that the Portfolio’s income will decline because of falling interest rates. Income risk is generally high for short-term bond funds and moderate for intermediate-term bond funds, so investors should expect the Portfolio’s monthly income to fluctuate accordingly.
• Call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolio’s income. Such redemptions and subsequent reinvestments would also increase the Portfolio’s turnover rate. Call risk should be moderate for the Portfolio because it invests only a portion of its assets in callable bonds.
• Interest rate risk, which is the chance that bond or loan prices will decline because of rising interest rates. Interest rate risk should be moderate for the Portfolio because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
• Liquidity risk, which is the chance that the Portfolio may not be able to sell a security in a timely manner at a desired price.
Liquidity risk should be low to moderate for the Portfolio.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
Because of the speculative nature of junk bonds, you should carefully consider the risks associated with this portfolio.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and a composite index, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — High Yield Bond Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.41% (quarter ended June 30, 2009), and the lowest return for a quarter was –14.60% (quarter ended December 31, 2008).
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| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| High Yield Bond Portfolio | 11.35% | 6.42% | 6.10% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Bloomberg Barclays U.S. Corporate High Yield Bond Index | 17.13% | 7.36% | 7.45% |
| High-Yield Corporate Composite Index | 13.41 | 6.69 | 6.85 |
Investment Advisor
Wellington Management Company LLP (Wellington Management)
Portfolio Manager
Michael L. Hong, CFA, Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed the Portfolio since 2008.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Conservative Allocation Portfolio
Investment Objective
The Portfolio seeks to provide current income and low to moderate capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | None |
| 12b-1 Distribution Fee | None |
| Other Expenses | None |
| Acquired Fund Fees and Expenses | 0.16% |
| Total Annual Operating Expenses | 0.16% |
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Example
The following example is intended to help you compare the cost of investing in the Portfolio (based on the fees and expenses of the underlying funds) with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual operating expenses of the Portfolio and its underlying funds 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 |
| $16 | $52 | $90 | $205 |
Portfolio Turnover
The Portfolio may pay transaction costs, such as purchase fees, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 14% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests in a mix of Vanguard mutual funds and other portfolios of Vanguard Variable Insurance Fund (collectively, the underlying funds) according to an asset-allocation strategy that reflects an allocation of approximately 60% of the Portfolio’s assets to fixed-income securities and 40% to common stocks. The targeted percentage of the Portfolio’s assets allocated to the underlying asset classes is:
| • | U.S. fixed-income securities | 42% |
| • | Large-cap U.S. stocks | 19% |
| • | Foreign stocks | 16% |
| • | Foreign fixed-income securities | 18% |
| • | Small- and mid-cap U.S. stocks | 5% |
The Portfolio’s indirect fixed-income holdings are a diversified mix of short-, intermediate-, and long-term U.S. government, U.S. agency, and investment-grade U.S. corporate bonds; mortgage-backed and asset-backed securities; and government, agency, corporate, and investment-grade foreign bonds issued in currencies other than the U.S. dollar (but hedged by Vanguard, typically with foreign currency exchange forward contracts, to minimize foreign currency exposure). The Portfolio’s indirect stock holdings are a diversified mix of U.S. and foreign large-, mid-, and small-capitalization stocks.
The Portfolio uses its investment in large-cap U.S. stocks and small- and mid-cap U.S. stocks to gain exposure to the overall domestic stock market. While the percentage of the Portfolio’s assets invested in either of these two asset classes may deviate slightly from the target allocation, the combination of the two asset classes will equal approximately 24% of the Portfolio’s assets in the aggregate.
The Portfolio’s board of trustees may change the targeted allocation to the underlying asset classes without shareholder approval.
Principal Risks
The Portfolio is subject to the risks associated with the stock and bond markets, any of which could cause an investor to lose money. However, because fixed-income securities such as bonds usually are less volatile than stocks and because the Portfolio invests more than half of its assets in fixed-income securities, the Portfolio’s overall level of risk should be low to moderate.
• With a target allocation of approximately 60% of its assets to fixed-income securities, the Portfolio is proportionately subject to bond risks, including the following: interest rate risk, which is the chance that bond prices will decline because of rising interest rates; credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that security to decline, thus reducing the underlying fund’s return; and income risk, which is the chance that an underlying fund’s income will decline because of falling interest rates. If an underlying fund holds securities that are callable, the underlying fund’s income may decline because of call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. An underlying fund
13
would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the underlying fund’s income. Such redemptions and subsequent reinvestments would also increase the Portfolio’s turnover rate. For mortgage-backed securities, this risk is known as prepayment risk. The Portfolio is also subject to the following risks associated with investments in currency-hedged foreign bonds: country/regional risk, which is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, or companies; and currency hedging risk, which is the chance that the currency hedging transactions entered into by the underlying foreign fixed-income securities fund may not perfectly offset the fund’s foreign currency exposure.
• With approximately 40% of its assets allocated to stocks, the Portfolio is proportionately 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 Portfolio is also subject to the following risks associated with investments in foreign stocks: 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; and 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. Country/regional risk and currency risk are especially high in emerging markets.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and other comparative benchmarks, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses, but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Returns for the Variable Insurance Mixed-Asset Target Allocation Conservative Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Conservative Allocation Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.03% (quarter ended March 31, 2012), and the lowest return for a quarter was –2.63% (quarter ended September 30, 2015).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| Since | |||
| Inception | |||
| (Oct. 19, | |||
| 1 Year | 5 Years | 2011) | |
| Conservative Allocation Portfolio | 6.02% | 6.24% | 6.43% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| Bloomberg Barclays U.S. Aggregate Float Adjusted Index | 2.75% | 2.24% | 13.46% |
| Conservative Allocation Composite Index | 6.27 | 6.44 | 6.61 |
| Variable Insurance Mixed-Asset Target Allocation Conservative Funds Average | 5.22 | 4.86 | 5.08 |
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Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William Coleman, CFA, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2013.
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2013.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Moderate Allocation Portfolio
Investment Objective
The Portfolio seeks to provide capital appreciation and a low to moderate level of current income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | None |
| 12b-1 Distribution Fee | None |
| Other Expenses | None |
| Acquired Fund Fees and Expenses | 0.16% |
| Total Annual Portfolio Operating Expenses | 0.16% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio (based on the fees and expenses of the underlying funds) with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual operating expenses of the Portfolio and its underlying funds 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 |
| $16 | $52 | $90 | $205 |
15
Portfolio Turnover
The Portfolio may pay transaction costs, such as purchase fees, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolios performance. During the most recent fiscal year, the Portfolios turnover rate was 14% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests in a mix of Vanguard mutual funds and other portfolios of Vanguard Variable Insurance Fund (collectively, the underlying funds) according to an asset-allocation strategy that reflects an allocation of approximately 60% of the Portfolios assets to common stocks and 40% to fixed-income securities. The targeted percentage of the Portfolios assets allocated to the underlying asset classes is:
| | Large-cap U.S. stocks | 29% |
| | U.S. fixed-income securities | 28% |
| | Foreign stocks | 24% |
| | Foreign fixed-income securities | 12% |
| | Small- and mid-cap U.S. stocks | 7% |
The Portfolios indirect stock holdings are a diversified mix of U.S. and foreign large-, mid-, and small-capitalization stocks. The Portfolios indirect fixed-income holdings are a diversified mix of short-, intermediate-, and long-term U.S. government, U.S. agency, and investment-grade U.S. corporate bonds; mortgage-backed and asset-backed securities; and government, agency, corporate, and investment-grade foreign bonds issued in currencies other than the U.S. dollar (but hedged by Vanguard, typically with foreign currency exchange forward contracts, to minimize foreign currency exposure).
The Portfolio uses its investment in large-cap U.S. stocks and small- and mid-cap U.S. stocks to gain exposure to the overall domestic stock market. While the percentage of the Portfolios assets invested in either of these two asset classes may deviate slightly from the target allocation, the combination of the two asset classes will equal approximately 36% of the Portfolios assets in the aggregate.
The Portfolios board of trustees may change the targeted allocation to the underlying asset classes without shareholder approval.
Principal Risks
The Portfolio is subject to the risks associated with the stock and bond markets, any of which could cause an investor to lose money. However, because fixed-income securities such as bonds usually are less volatile than stocks and because the Portfolio invests a significant portion of its assets in fixed-income securities, the Portfolios overall level of risk should be moderate.
With approximately 60% of its assets allocated to stocks, the Portfolio is proportionately 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 Portfolio is also subject to the following risks associated with investments in foreign stocks: country/regional risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries and regions; and 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. Country/regional risk and currency risk are especially high in emerging markets.
With a target allocation of approximately 40% of its assets to fixed-income securities, the Portfolio is proportionately subject to bond risks, including the following: interest rate risk, which is the chance that bond prices will decline because of rising interest rates; credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuers ability to make such payments will cause the price of that security to decline, thus reducing the underlying funds return; and income risk, which is the chance that an underlying funds income will decline because of falling interest rates. If an underlying fund holds securities that are callable, the underlying funds income may decline because of call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. An underlying fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the underlying funds income. Such redemptions and subsequent reinvestments would also increase the Portfolios turnover rate. For mortgage-backed securities, this risk is known as prepayment risk. The Portfolio is also subject to the following risks associated with investments in currency-hedged foreign bonds: country/regional risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural
16
disasters—will adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, or companies; and currency hedging risk, which is the chance that the currency hedging transactions entered into by the underlying foreign fixed-income securities fund may not perfectly offset the fund’s foreign currency exposure.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and other comparative benchmarks, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses, but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Returns for the Variable Insurance Mixed-Asset Target Allocation Moderate Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Moderate Allocation Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 7.52% (quarter ended March 31, 2012), and the lowest return for a quarter was –4.64% (quarter ended September 30, 2015).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| Since | |||
| Inception | |||
| (Oct. 19, | |||
| 1 Year | 5 Years | 2011) | |
| Moderate Allocation Portfolio | 7.55% | 8.13% | 8.29% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| Dow Jones U.S. Total Stock Market Float Adjusted Index | 12.62% | 14.59% | 14.99% |
| Moderate Allocation Composite Index | 7.73 | 8.33 | 8.48 |
| Variable Insurance Mixed-Asset Target Allocation Moderate Funds Average | 6.10 | 6.96 | 7.13 |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William Coleman, CFA, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2013.
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2013.
17
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Balanced Portfolio
Investment Objective
The Portfolio seeks to provide long-term capital appreciation and reasonable current income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.21% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.23% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $24 | $74 | $130 | $293 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 33% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests 60% to 70% of its assets in dividend-paying and, to a lesser extent, non-dividend-paying common stocks of established large companies. In choosing these companies, the advisor seeks those that appear to be undervalued but have prospects for improvement. These stocks are commonly referred to as value stocks. The remaining 30% to 40% of Portfolio assets are invested mainly in fixed income securities that the advisor believes will generate a reasonable level of current income. These securities include investment-grade corporate bonds, with some exposure to U.S. Treasury and government agency bonds, and mortgage-backed securities.
18
Principal Risks
The Portfolio is subject to the risks associated with the stock and bond markets, any of which could cause an investor to lose money. However, because stock and bond prices can move in different directions or to different degrees, the Portfolio’s bond holdings may counteract some of the volatility experienced by the Portfolio’s stock holdings.
• With approximately 60% to 70% of its assets allocated to stocks, the Portfolio is proportionately subject to the following stock risks: stock market risk, which is the chance that stock prices overall will decline; and investment style risk, which is the chance that returns from large-capitalization value stocks will trail returns from the overall stock market. Large-cap stocks tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
• With approximately 30% to 40% of its assets allocated to bonds, the Portfolio is proportionately subject to the following bond risks: interest rate risk, which is the chance that bond prices will decline because of rising interest rates; income risk, which is the chance that the Portfolio’s income will decline because of falling interest rates; credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond to decline; liquidity risk, which is the chance that Portfolio may not be able to sell a security in a timely manner at a desired price; and call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolio’s income. Such redemptions and subsequent reinvestments would also increase the Portfolio’s turnover rate. For mortgage-backed securities, this risk is known as prepayment risk.
• The Portfolio is also subject to manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the financial sector subjects the Portfolio to proportionately higher exposure to the risks of this sector.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and a composite stock/bond index, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Balanced Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 13.60% (quarter ended June 30, 2009), and the lowest return for a quarter was –10.86% (quarter ended December 31, 2008).
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| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Balanced Portfolio | 11.01% | 10.49% | 6.93% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Standard & Poor’s 500 Index | 11.96% | 14.66% | 6.95% |
| Composite Stock/Bond Index | 9.22 | 10.77 | 6.47 |
Investment Advisor
Wellington Management Company LLP (Wellington Management)
Portfolio Managers
Edward P. Bousa, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has managed the stock portion of the Portfolio since 2003.
John C. Keogh, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed the bond portion of the Portfolio since 2003 (co-managed since 2017).
Loren L. Moran, CFA, Managing Director and Fixed Income Portfolio Manager of Wellington Management. She has co-managed the bond portion of the Portfolio since 2017.
Michael E. Stack, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has co-managed the bond portion of the Portfolio since 2017.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Equity Income Portfolio
Investment Objective
The Portfolio seeks to provide an above-average level of current income and reasonable 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 Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.28% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.30% |
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Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $31 | $97 | $169 | $381 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 32% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests mainly in common stocks of mid-size and large companies whose stocks pay above-average levels of dividend income and are considered to have the potential for capital appreciation. In addition, the advisors generally look for companies that they believe are committed to paying dividends consistently. Under normal circumstances, the Portfolio will invest at least 80% of its assets in equity securities. The Portfolio’s 80% policy may be changed only upon 60 days’ notice to shareholders. The Portfolio uses multiple investment advisors.
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk, which is the chance that returns from mid- and large-capitalization dividend-paying value stocks will trail returns from the overall stock market. Mid- and large-cap stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap stocks have been more volatile in price than large-cap stocks because, among other things, mid-size companies are more sensitive to changing economic conditions.
• Asset concentration risk, which is the chance that, because the Portfolio tends to invest a high percentage of assets in its ten largest holdings, the Portfolio’s performance may be hurt disproportionately by the poor performance of relatively few stocks.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
21
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and other comparative benchmarks, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Returns for the Variable Insurance Equity Income Funds Average are derived from data provided by Lipper, a Thomson Reuters Company. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Equity Income Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.14% (quarter ended September 30, 2009), and the lowest return for a quarter was –17.99% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Equity Income Portfolio | 15.07% | 13.78% | 7.36% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| FTSE High Dividend Yield Index | 16.96% | 14.40% | 7.24% |
| Spliced Equity Income Index | 16.96 | 14.40 | 7.18 |
| Variable Insurance Equity Income Funds Average | 14.17 | 11.97 | 5.12 |
Investment Advisors
Wellington Management Company LLP (Wellington Management)
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
W. Michael Reckmeyer, III, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has managed a portion of the Portfolio since 2007.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Portfolio since 2012.
James P. Stetler, Principal of Vanguard. He has managed a portion of the Portfolio since 2003 (co-managed since 2012).
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguard’s Quantitative Equity Group. He has co-managed a portion of the Portfolio since 2016.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
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Payments to Financial Intermediaries
The Portfolio and its investment advisors do not pay financial intermediaries for sales of Portfolio shares.
Diversified Value Portfolio
Investment Objective
The Portfolio seeks to provide long-term capital appreciation and income.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.25% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.27% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $28 | $87 | $152 | $343 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 34% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests mainly in large- and mid-capitalization companies whose stocks are considered by the advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and that the advisor feels are trading at prices that are below average in relation to such measures as earnings and book value. These stocks often have above-average dividend yields.
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’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.
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• Investment style risk, which is the chance that returns from large- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap stocks have been more volatile in price than large-cap stocks because, among other things, mid-size companies are more sensitive to changing economic conditions.
• Asset concentration risk, which is the chance that the Portfolio’s performance may be hurt disproportionately by the poor performance of relatively few stocks. The Portfolio tends to invest a high percentage of assets in its ten largest holdings.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index, which has investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Diversified Value Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 18.07% (quarter ended June 30, 2009), and the lowest return for a quarter was –20.32% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Diversified Value Portfolio | 12.96% | 12.78% | 5.73% |
| Russell 1000 Value Index | |||
| (reflects no deduction for fees or expenses) | 17.34% | 14.80% | 5.72% |
Investment Advisor
Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley)
Portfolio Managers
Jeff G. Fahrenbruch, CFA, Managing Director of Barrow, Hanley. He has served as a co-manager of the Portfolio since 2013.
David W. Ganucheau, CFA, Managing Director of Barrow, Hanley. He has served as a co-manager of the Portfolio since 2013.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
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Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Total Stock Market Index Portfolio
Investment Objective
The Portfolio seeks to track the performance of a benchmark index that measures the investment return of the overall stock market.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | None |
| 12b-1 Distribution Fee | None |
| Other Expenses | None |
| Acquired Fund Fees and Expenses | 0.16% |
| Total Annual Portfolio Operating Expenses | 0.16% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio (based on the fees and expenses of the underlying funds) with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you were to invest $10,000 in the Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual operating expenses of the Portfolio and its underlying funds 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 |
| $16 | $52 | $90 | $205 |
Portfolio Turnover
The Portfolio may pay transaction costs, such as purchase fees, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 9% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio employs an indexing investment approach designed to track the performance of the Standard & Poor’s (S&P) Total Market Index by investing all, or substantially all, of its assets in two Vanguard funds—Vanguard Variable Insurance Fund Equity Index Portfolio and Vanguard Extended Market Index Fund. The S&P Total Market Index consists of substantially all of the U.S. common stocks regularly traded on the New York Stock Exchange and the Nasdaq over-the-counter market.
25
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. Though the Portfolio seeks to track the Index, its performance typically can be expected to fall short by a small percentage representing operating costs of the underlying funds. The Portfolio is subject to the following risk, which could affect the Portfolio’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. In addition, the Portfolio’s target index may, at times, become focused in stocks of a particular market sector, which would subject the Portfolio to proportionately higher exposure to the risks of that sector.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of its target index and other comparative indexes, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Total Stock Market Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 16.95% (quarter ended June 30, 2009), and the lowest return for a quarter was –22.75% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Total Stock Market Index Portfolio | 12.56% | 14.49% | 6.99% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Dow Jones U.S. Total Stock Market Float Adjusted Index | 12.62% | 14.59% | 7.18% |
| S&P Total Market Index | 12.65 | 14.61 | 7.07 |
| Spliced Total Market Index | 12.65 | 14.61 | 7.07 |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William Coleman, CFA, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2013.
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2013.
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Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Equity Index Portfolio
Investment Objective
The Portfolio seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.13% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Operating Expenses | 0.15% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $15 | $48 | $85 | $192 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 7% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio employs an indexing investment approach designed to track the performance of the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The Portfolio attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.
27
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’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 Portfolio’s target index tracks a subset of the U.S. stock market, which could cause the Portfolio to perform differently from the overall stock market. In addition, the Portfolio’s target index may, at times, become focused in stocks of a particular market sector, which would subject the Portfolio to proportionately higher exposure to the risks of that sector.
• Investment style risk, which is the chance that returns from large-capitalization stocks will trail returns from the overall stock market. Large-cap stocks tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of its target index, which has investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses, but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Equity Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.95% (quarter ended June 30, 2009), and the lowest return for a quarter was –21.84% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Equity Index Portfolio | 11.81% | 14.50% | 6.84% |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees or expenses) | 11.96% | 14.66% | 6.95% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Donald M. Butler, CFA, Principal of Vanguard. He has co-managed the Portfolio since 2016.
Scott E. Geiger, CFA, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2016.
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Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Mid-Cap Index Portfolio
Investment Objective
The Portfolio seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.16% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.19% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $19 | $61 | $107 | $243 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 21% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio employs an indexing investment approach designed to track the performance of the CRSP US Mid Cap Index, a broadly diversified index of stocks of mid-size U.S. companies. The Portfolio attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.
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Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’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 Portfolio’s target index tracks a subset of the U.S. stock market, which could cause the Portfolio to perform differently from the overall stock market. In addition, the Portfolio’s target index may, at times, become focused in stocks of a particular market sector, which would subject the Portfolio to proportionately higher exposure to the risks of that sector.
• Investment style risk, which is the chance that returns from mid-capitalization stocks will trail returns from the overall stock market. Historically, mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of the Portfolio’s target index and other comparative indexes, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Mid-Cap Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 21.44% (quarter ended September 30, 2009), and the lowest return for a quarter was –25.65% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Mid-Cap Index Portfolio | 11.11% | 14.22% | 7.55% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI US Mid Cap 450 Index | 12.62% | 14.98% | 7.96% |
| Spliced Mid Cap Index | 11.25 | 14.42 | 7.70 |
| CRSP US Mid Cap Index | 11.25 | 14.56 | — |
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Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Donald M. Butler, CFA, Principal of Vanguard. He has managed the Portfolio since its inception in 1999 (co-managed since 2016).
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2016.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
Growth Portfolio
Investment Objective
The Portfolio 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 Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.38% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.04% |
| Total Annual Portfolio Operating Expenses | 0.42% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $43 | $135 | $235 | $530 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 28% of the average value of its portfolio.
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Principal Investment Strategies
The Portfolio invests mainly in large-capitalization stocks of U.S. companies considered to have above-average earnings growth potential and reasonable stock prices in comparison with expected earnings. The Portfolio uses multiple investment advisors.
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk, which is the chance that returns from large-capitalization growth stocks will trail returns from the overall stock market. Large-cap growth stocks tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
• Asset concentration risk, which is the chance that the Portfolio’s performance may be hurt disproportionately by the poor performance of relatively few stocks. The Portfolio tends to invest a high percentage of assets in its ten largest holdings.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the information technology sector subjects the Portfolio to proportionately higher exposure to the risks of this sector.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of relevant market indexes, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Growth Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 18.12% (quarter ended March 31, 2012), and the lowest return for a quarter was –21.54% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Growth Portfolio | –1.08% | 14.26% | 7.19% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Russell 1000 Growth Index | 7.08% | 14.50% | 8.33% |
| Standard & Poor's 500 Index | 11.96 | 14.66 | 6.95 |
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Investment Advisors
Jackson Square Partners, LLC (Jackson Square)
Wellington Management Company LLP (Wellington Management)
William Blair Investment Management, LLC (William Blair)
Portfolio Managers
Christopher J. Bonavico, CFA, Portfolio Manager and Equity Analyst at Jackson Square. He has co-managed a portion of the Portfolio since 2010.
Christopher M. Ericksen, CFA, Portfolio Manager and Equity Analyst at Jackson Square. He has co-managed a portion of the Portfolio since 2010.
Daniel J. Prislin, CFA, Portfolio Manager and Equity Analyst at Jackson Square. He has co-managed a portion of the Portfolio since 2010.
Jeffrey S. Van Harte, CFA, Chairman and Chief Investment Officer at Jackson Square. He has co-managed a portion of the Portfolio since 2010.
Andrew J. Shilling, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has managed a portion of the Portfolio since 2010.
James Golan, CFA, Partner and Portfolio Manager of William Blair. He has co-managed a portion of the Portfolio since 2010.
David Ricci, CFA, Partner and Portfolio Manager of William Blair. He has co-managed a portion of the Portfolio since 2011.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisors do not pay financial intermediaries for sales of Portfolio shares.
Capital Growth Portfolio
Investment Objective
The Portfolio 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 Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.33% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.36% |
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Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $37 | $116 | $202 | $456 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 5% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests in stocks considered to have above-average earnings growth potential that is not reflected in their current market prices. The Portfolio consists predominantly of large- and mid-capitalization stocks.
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk, which is the chance that returns from mid- and large-capitalization growth stocks will trail returns from the overall stock market. Mid- and large-cap stocks each tend to go through cycles of doing better—or worse—than other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years. Historically, mid-cap stocks have been more volatile in price than large-cap stocks because, among other things, mid-size companies are more sensitive to changing economic conditions.
• Asset concentration risk, which is the chance that the Portfolio’s performance may be hurt disproportionately by the poor performance of relatively few stocks. The Portfolio tends to invest a high percentage of assets in its ten largest holdings.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investments in the health care and information technology sectors subject the Portfolio to proportionately higher exposure to the risks of these sectors.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index, which has investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses, but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Capital Growth Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.43% (quarter ended September 30, 2009), and the lowest return for a quarter was –21.64% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Capital Growth Portfolio | 10.84% | 16.59% | 9.76% |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees or expenses) | 11.96% | 14.66% | 6.95% |
Investment Advisor
PRIMECAP Management Company (PRIMECAP)
Portfolio Managers
Theo A. Kolokotrones, Chairman of PRIMECAP. He has co-managed the Portfolio since its inception in 2002.
Joel P. Fried, President of PRIMECAP. He has co-managed the Portfolio since its inception in 2002.
Alfred W. Mordecai, Vice Chairman of PRIMECAP. He has co-managed the Portfolio since its inception in 2002.
M. Mohsin Ansari, Executive Vice President of PRIMECAP. He has co-managed the Portfolio since 2007.
James Marchetti, Senior Vice President, Portfolio Manager, and Principal of PRIMECAP. He has co-managed the Portfolio since 2015.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
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Small Company Growth Portfolio
Investment Objective
The Portfolio 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 Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher. “Acquired Fund Fees and Expenses” are expenses incurred indirectly by the Portfolio through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Portfolio. They are not direct costs paid by Portfolio shareholders and are not used to calculate the Portfolio’s net asset value. They have no impact on the costs associated with portfolio operations.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.33% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Acquired Fund Fees and Expenses1 | 0.01% |
| Total Annual Portfolio Operating Expenses | 0.37% |
1 Acquired Fund Fees and Expenses are not included in the Portfolio's financial statements, which provide a clearer picture of a portfolio's actual operating costs.
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $37 | $116 | $202 | $456 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 91% of the average value of its portfolio.
Principal Investment Strategies
Under normal circumstances the Portfolio invests at least 80% of its assets primarily in common stocks of small companies. These companies tend to be unseasoned but are considered by the Portfolio’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. The Portfolio’s 80% policy may be changed only upon 60 days’ notice to shareholders. The Portfolio uses multiple investment advisors.
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Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk, which is the chance that returns from small-capitalization growth stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
• Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investments in the information technology and health care sectors subject the Portfolio to proportionately higher exposure to the risks of these sectors.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index, which has investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — Small Company Growth Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 20.18% (quarter ended June 30, 2009), and the lowest return for a quarter was –25.40% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| Small Company Growth Portfolio | 14.94% | 14.19% | 8.54% |
| Russell 2500 Growth Index | |||
| (reflects no deduction for fees or expenses) | 9.73% | 13.88% | 8.24% |
| Investment Advisors | |||
| ArrowMark Colorado Holdings, LLC (ArrowMark Partners) | |||
| The Vanguard Group, Inc. (Vanguard) | |||
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Portfolio Managers
Chad Meade, Partner and Portfolio Manager of ArrowMark Partners. He has co-managed a portion of the Portfolio since January 2016.
Brian Schaub, CFA, Partner and Portfolio Manager of ArrowMark Partners. He has co-managed a portion of the Portfolio since January 2016.
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has co-managed a portion of the Portfolio since 2012.
James P. Stetler, Principal of Vanguard. He has managed a portion of the Portfolio since 2008 (co-managed since 2012).
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguard’s Quantitative Equity Group. He has co-managed a portion of the Portfolio since 2016.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisors do not pay financial intermediaries for sales of Portfolio shares.
International Portfolio
Investment Objective
The Portfolio 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 Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.35% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.04% |
| Total Annual Portfolio Operating Expenses | 0.39% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio 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 |
| $40 | $125 | $219 | $493 |
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Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolios performance. During the most recent fiscal year, the Portfolios turnover rate was 29% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests predominantly in the stocks of companies located outside the United States and is expected to diversify its assets in countries across developed and emerging markets. In selecting stocks, the Portfolios advisors evaluate foreign markets around the world and choose large-, mid-, and small-capitalization companies considered to have above-average growth potential. The Portfolio uses multiple investment advisors.
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolios share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolios performance:
Investment style risk, which is the chance that returns from non-U.S. growth stocks, and, to the extent that the Portfolio is invested in them, small- and mid-capitalization stocks, will trail returns from global stock markets. Historically, non-U.S. small-and mid-cap stocks have been more volatile in price than the large-cap stocks that dominate the global markets, and they often perform quite differently.
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. In addition, 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.
Country/regional risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries or regions. Because the Portfolio may invest a large portion of its assets in securities of companies located in any one country or region, including emerging markets, the Portfolios performance may be hurt disproportionately by the poor performance of its investments in that area. Country/regional risk is especially high in emerging markets.
Currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. Currency risk is especially high in emerging markets.
Manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the consumer discretionary sector subjects the Portfolio to proportionately higher exposure to the risks of this sector.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of a relevant market index and a comparative index, which have investment characteristics similar to those of the Portfolio. Returns for the Indexes shown are adjusted for withholding taxes. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — International Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 27.23% (quarter ended June 30, 2009), and the lowest return for a quarter was –23.31% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| International Portfolio | 1.93% | 7.07% | 2.66% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI ACWI ex USA Index | 4.50% | 5.00% | 0.96% |
| Spliced International Index | 4.50 | 5.00 | –0.12 |
Investment Advisors
Baillie Gifford Overseas Ltd. (Baillie Gifford)
Schroder Investment Management North America Inc. (Schroders)
Portfolio Managers
James K. Anderson, Partner of Baillie Gifford & Co., which is the 100% owner of Baillie Gifford, and Head of Global Equities. He has managed a portion of the Portfolio since 2003 (co-managed since 2013).
Thomas Coutts, Partner of Baillie Gifford & Co., which is the 100% owner of Baillie Gifford. He has co-managed a portion of the Portfolio since December 2016.
Simon Webber, CFA, Portfolio Manager at Schroders. He has managed a portion of the Portfolio since 2009.
Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisors do not pay financial intermediaries for sales of Portfolio shares.
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REIT Index Portfolio
Investment Objective
The Portfolio seeks to provide a high level of income and moderate long-term capital appreciation by tracking the performance of a benchmark index that measures the performance of publicly traded equity REITs.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Portfolio. The expenses shown in the table and in the example that follow do not reflect additional fees and expenses associated with the annuity or life insurance program through which you invest. If those additional fees and expenses were included, overall expenses would be higher.
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.24% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.27% |
Example
The following example is intended to help you compare the cost of investing in the Portfolio 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 Portfolio’s shares. This example assumes that the Portfolio provides a return of 5% each year and that total annual portfolio operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $28 | $87 | $152 | $343 |
Portfolio Turnover
The Portfolio 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. These costs, which are not reflected in annual portfolio operating expenses or in the previous expense example, reduce the Portfolio’s performance. During the most recent fiscal year, the Portfolio’s turnover rate was 14% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio employs an indexing investment approach designed to track the performance of the MSCI US REIT Index. The Index is composed of stocks of publicly traded equity real estate investment trusts (known as REITs). The Portfolio attempts to replicate the Index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.
Principal Risks
An investment in the Portfolio could lose money over short or even long periods. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. The Portfolio is subject to the following risks, which could affect the Portfolio’s performance:
• Industry concentration risk, which is the chance that the stocks of REITs will decline because of adverse developments affecting the real estate industry and real property values. Because the Portfolio concentrates its assets in REIT stocks, industry concentration risk is high.
• 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 Portfolio’s target index may, at times, become focused in stocks of a limited number of companies, which could cause the Portfolio to underperform the overall stock market.
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• Asset concentration risk, which is the chance that, because the Portfolio’s target index (and therefore the Portfolio) tends to be heavily weighted in its ten largest holdings, the Portfolio’s performance may be hurt disproportionately by the poor performance of relatively few stocks.
• Interest rate risk, which is the chance that REIT stock prices overall will decline, and that the cost of borrowing for REITs will increase because of rising interest rates. Interest rate risk is high for the Portfolio.
• Investment style risk, which is the chance that returns from REIT stocks—which typically are small- or mid-capitalization stocks—will trail returns from the overall stock market. Historically, REIT stocks have performed quite differently from the overall market.
• Derivatives risk. The Portfolio may invest in derivatives, which may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Portfolio. The bar chart shows how the performance of the Portfolio has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Portfolio compare with those of its target index and a comparative index, which have investment characteristics similar to those of the Portfolio. The Portfolio’s returns are net of its expenses but do not reflect additional fees and expenses that are deducted by the annuity or life insurance program through which you invest. If such fees and expenses were included in the calculation of the Portfolio’s returns, the returns would be lower. Keep in mind that the Portfolio’s past performance does not indicate how the Portfolio will perform in the future. Updated performance information is available on our website for Financial Advisors at advisors.vanguard.com or by calling Vanguard toll-free at 800-522-5555.
Annual Total Returns — REIT Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 34.45% (quarter ended September 30, 2009), and the lowest return for a quarter was –38.26% (quarter ended December 31, 2008).
| Average Annual Total Returns for Periods Ended December 31, 2016 | |||
| 1 Year | 5 Years | 10 Years | |
| REIT Index Portfolio | 8.36% | 11.61% | 5.00% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI US REIT Index | 8.60% | 11.86% | 4.96% |
| REIT Spliced Index | 8.60 | 11.86 | 5.20 |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2016.
Gerard C. O’Reilly, Principal of Vanguard. He has managed the Portfolio since its inception in 1999 (co-managed since 2016).
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Tax Information
The Portfolio normally distributes its net investment income and net realized capital gains, if any, to its shareholders, which are the insurance company separate accounts that sponsor your variable annuity or variable life insurance contract. The tax consequences to you of your investment in the Portfolio depend on the provisions of the annuity or life insurance contract through which you invest. For more information on taxes, please refer to the prospectus of the annuity or life insurance contract through which Portfolio shares are offered.
Payments to Financial Intermediaries
The Portfolio and its investment advisor do not pay financial intermediaries for sales of Portfolio shares.
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An Introduction to Vanguard Variable Insurance Fund
This prospectus explains the investment objectives, policies, strategies, and risks associated with the 17 Portfolios that make up Vanguard Variable Insurance Fund (the Fund). The Portfolios are mutual funds used solely as investment options for annuity or life insurance contracts offered by insurance companies. This means that you cannot purchase shares of the Portfolios directly, but only through a contract offered by an insurance company.
Each Portfolio of Vanguard Variable Insurance Fund is separate from any other Vanguard mutual fund, even when a Portfolio and a fund have the same investment objective and advisor. Each Portfolio’s investment performance will differ from the performance of any other Vanguard fund because of differences in the securities held and because of administrative and insurance costs associated with the annuity or life insurance program through which you invest.
| Vanguard Portfolio | CUSIP Number | Vanguard Portfolio | CUSIP Number |
| Balanced | 921925400 | Mid-Cap Index | 921925855 |
| Capital Growth | 921925822 | Moderate Allocation | 921925780 |
| Conservative Allocation | 921925798 | Money Market | 921925103 |
| Diversified Value | 921925871 | REIT Index | 921925848 |
| Equity Income | 921925608 | Short-Term Investment-Grade | 921925863 |
| Equity Index | 921925301 | Small Company Growth | 921925889 |
| Growth | 921925509 | Total Bond Market Index | 921925202 |
| High Yield Bond | 921925806 | Total Stock Market Index | 921925814 |
| International | 921925707 |
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Investing in the Money Market Portfolio
What is Money Market Reform?
In July 2014, the Securities and Exchange Commission (SEC) implemented a number of regulatory changes designed to enhance the stability and resilience of all money market funds. The reforms have created three categories of money market funds:
Retail money market funds, which may maintain a stable net asset value (NAV) but are subject to liquidity fees and redemption gates.
Government money market funds, which may maintain a stable NAV but are not required to implement liquidity fees and redemption gates.
Institutional money market funds, which are required to have a floating NAV and are subject to liquidity fees and redemption gates.
The board of trustees of Vanguard Variable Insurance Fund (the Board), in accordance with the best interest of the shareholders, approved a number of changes in response to the SECs 2014 amendments to the rules governing money market funds. These changesincluding the Boards ability to implement liquidity fees and redemption gates if the Money Market Portfolios weekly liquid assets fall below established thresholdsbecame effective on October 14, 2016. As part of these changes, information regarding the Portfolios weekly liquid assets for the prior six months (by day, as of the close of business) is available on the Portfolios page at advisors.vanguard.com.
How Does This Affect Vanguard Money Market Funds?
The money market fund reforms impact money market funds differently, depending on the types of investors permitted to invest in a fund and the types of securities in which a fund may invest.
Vanguard Variable Insurance Fund Money Market Portfolio
Vanguard has designated Vanguard Variable Insurance Fund Money Market Portfolio as a retail money market fund.
Retail money market funds are defined as prime or tax-exempt money market funds that have policies and procedures reasonably designed to limit all beneficial owners of such money market funds to natural persons. Retail money market funds are permitted to continue to maintain a stable NAV through the use of amortized cost accounting. If a retail money market funds weekly liquid assets fall below a certain threshold, the retail money market fund is subject to fees and gates.
There are two types of liquidity fees: discretionary liquidity fees and default liquidity fees.
Discretionary liquidity fee. The Portfolio may impose a liquidity fee of up to 2% on all redemptions in the event that the Portfolios weekly liquid assets fall below 30% of its total assets if the Board determines that it is in the best interest of the Portfolio. Once the Portfolio has restored its weekly liquidity assets to 30% of total assets, any liquidity fee must be suspended.
Default liquidity fee. The Portfolio is required to impose a liquidity fee of 1% on all redemptions in the event that the Portfolios weekly liquid assets fall below 10% of its total assets unless the Board determines that (1) the fee is not in the best interest of the Portfolio or (2) a lesser/higher fee (up to 2%) is in the best interest of the Portfolio.
In addition to, or in lieu of, the liquidity fee, the Portfolio is permitted to implement temporarily a redemption gate (i.e., suspend redemptions) if the Portfolios weekly liquid assets fall below 30% of its total assets. The gate could remain in effect for no longer than 10 days in any 90-day period. Once the Portfolio has restored its weekly liquid assets to 30% of total assets, the gate must be lifted.
If you redeem shares when the Portfolio has imposed a liquidity fee, then the amount you receive for your redemption will be reduced by the amount of the liquidity fee. Once the Portfolio imposes a redemption gate, then unprocessed orders to redeem will be canceled and the Portfolio will not accept redemption orders until the gate is no longer in effect. If you still wish to redeem once the gate is lifted, you will need to submit a new redemption request to the Portfolio or your financial intermediary.
Notices regarding liquidity fees or redemption gates will be filed with the SEC on Form N-CR. In addition, announcements will also be made in supplements to the Portfolios prospectus and on the Portfolios website.
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The Portfolio is subject to money market fund reform regulatory risk, which is the chance that 2014 SEC reforms will affect the Portfolio’s investment strategy, fees and expenses, portfolio, share liquidity, and return potential as a result of the implemented rules.
More on the Portfolios
This prospectus describes the principal risks you would face as an investor in any of the Portfolios of Vanguard Variable Insurance Fund. 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 Portfolio investor. 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 which portfolio, if any, is the right investment for you. We suggest that you keep this prospectus for future reference.
This part of the prospectus is divided into four main sections: More on the Money Market Portfolio, More on the Bond Portfolios, More on the Balanced Portfolios, and More on the Stock Portfolios. These sections explain the principal investment strategies and policies that each Portfolio uses in pursuit of its objective. Following these sections is additional information that applies to some or all of the Portfolios.
As you read the prospectus, be aware that the Fund’s board of trustees, which oversees the management of the Portfolios, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental.
More on the Money Market Portfolio
The Money Market Portfolio’s primary policy is to invest in high-quality money market instruments. Also known as cash equivalent investments, these instruments are considered short term (i.e., they usually mature in 397 days or less). The Portfolio maintains a dollar-weighted average maturity of 60 days or less and has a dollar-weighted average life of 120 days or less. The Portfolio invests more than 25% of its assets in securities issued by companies in the financial services industry.
| Plain Talk About Weighted Average Maturity and Weighted Average Life |
| A money market fund will maintain a dollar-weighted average maturity (WAM) of 60 days or less and a dollar-weighted |
| average life (WAL) of 120 days or less. For purposes of calculating a fund’s WAM, the maturity of certain longer-term |
| adjustable-rate securities held in the portfolio will generally be the period remaining until the next interest rate |
| adjustment. When calculating its WAL, the maturity for these adjustable-rate securities will generally be the final |
| maturity date—the date on which principal is expected to be returned in full. Maintaining a WAL of 120 days or less |
| limits a fund’s ability to invest in longer-term adjustable-rate securities, which are generally more sensitive to changes in |
| interest rates, particularly in volatile markets. |
| Plain Talk About Money Market Instruments |
| The term “money market instruments” refers to a variety of short-term, liquid investments, usually with |
| maturities of 397 days or less. Some common types are U.S. Treasury bills and notes, which are securities issued |
| by the U.S. government; commercial paper, which is a promissory note issued by a large company or financial |
| firm; banker’s acceptances, which are credit instruments guaranteed by banks; and negotiable certificates of |
| deposit, which are promissory notes issued by banks in large denominations. Money market securities can pay |
| fixed, variable, or floating rates of interest. |
The Portfolio is subject to income risk, which is the chance that the Portfolio’s income will decline because of falling interest rates. The Portfolio’s income declines when interest rates fall because the Portfolio then must invest new cash flow and cash from maturing instruments in lower-yielding instruments. Because the Portfolio’s income is based on short-term interest rates—which can fluctuate significantly over short periods—income risk is expected to be high.
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The Vanguard Group, Inc. (Vanguard), advisor to the Money Market Portfolio, selects high-quality money market instruments. The Portfolio invests in commercial paper, U.S. Treasury and agency securities, certificates of deposit, bankers acceptances, and other money market securities. To be considered high quality, Vanguard determines the security presents minimal credit risk based in part on a consideration of maturity, portfolio diversification, portfolio liquidity, and credit quality. The Portfolio also invests in short-term corporate, state, and municipal obligations that are considered high quality, as well as in securities issued by U.S. government agencies and instrumentalities whose interest and principal payments are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. In addition, the Portfolio invests in securities issued by U.S. government agencies and instrumentalities that are backed by the full faith and credit of the U.S. government.
The Portfolio is subject to manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
The Portfolio is subject, to a limited extent, to credit risk, which is the chance that the issuer of a security will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that security to decline. Credit risk should be very low for the Portfolio because it invests primarily in securities that are considered to be of high quality.
The Portfolio is subject to foreign investment risk, which is the chance that the Portfolios investment in Eurodollar and Yankee obligations, which include certificates of deposit issued in U.S. dollars by foreign banks and foreign branches of U.S. banks, subjects it to the same risks as U.S. money market instruments, such as income risk and credit risk. Additional risks of Eurodollar and Yankee obligations include the chance that a foreign government will not let U.S. dollar-denominated assets leave the country, the chance that the banks that issue Eurodollar obligations may not be subject to the same regulations as U.S. banks, and the chance that adverse political or economic developments will affect investments in a foreign country.
The Portfolio is subject to industry concentration risk, which is the chance that the Portfolios performance will be significantly affected, for better or for worse, by developments in the financial services industry.
More than 25% of the Portfolios assets are invested in instruments issued by companies in the financial services industry, such as U.S. and foreign banks, insurance companies, real estate-related companies (i.e. companies having at least 50% of their assets, revenues, or net income related to, or derived from, the real estate industry), securities firms, leasing companies, and other companies principally engaged in providing financial services to consumers and industry. These investments include, among others, bank obligations, high-quality asset-backed securities, and securities issued by the automobile finance industry. Because of this concentration, changes in economic, regulatory, and political conditions that affect financial services companies could have a significant effect on the Portfolio. These conditions include changes in interest rates and defaults in payments by borrowers.
The Money Market Portfolio may also invest in Eurodollar and Yankee obligations, which include certificates of deposit issued in U.S. dollars by foreign banks and foreign branches of U.S. banks. Eurodollar and Yankee obligations have the same risks as U.S. money market instruments, such as income risk and credit risk. Additional risks of Eurodollar and Yankee obligations include the chance that a foreign government will not let U.S. dollar-denominated assets leave the country, the chance that the banks that issue Eurodollar obligations may not be subject to the same regulations as U.S. banks, and the chance that adverse political or economic developments will affect investments in a foreign country. Before the Portfolios advisor selects a Eurodollar or Yankee obligation, however, any foreign issuer undergoes the same credit-quality analysis and tests of financial strength as those for the issuers of domestic securities.
The Portfolio reserves the right to invest in repurchase agreements, which are subject to specific risks.
| Plain Talk About Repurchase Agreements |
| Repurchase agreements are contracts in which a bank or securities dealer sells government securities and agrees to |
| repurchase the securities on a specific date (normally the next business day) at a specific price. |
Repurchase agreements carry several risks. For instance, if the seller is unable to repurchase the securities as promised, the Portfolio may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to the Portfolio and order that the securities be used to pay off the sellers debts. The Portfolios advisor believes that these risks can be controlled through careful security and counterparty selection and monitoring.
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The Portfolio reserves the right to invest, to a limited extent, in adjustable-rate securities, which are a type of derivative.
An adjustable-rate securitys interest rate, as the name implies, is not set; instead, it fluctuates periodically. Generally, the securitys yield is based on a U.S. dollar-based interest rate benchmark such as the federal funds rate, the 90-day U.S. Treasury bill rate, or the London Interbank Offered Rate (LIBOR). Adjustable-rate securities reset their yields on a periodic basis (e.g., daily, weekly, or quarterly) or upon a change in the benchmark interest rate. These yields are closely correlated to changes in money market interest rates. The Portfolio will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
| Plain Talk About Derivatives |
| A derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a |
| currency), a money market benchmark (such as U.S. Treasury bill rates or the federal funds effective rate), a physical |
| asset (such as gold, oil, or wheat), a market index (such as the Bloomberg Barclays U.S. Aggregate Bond Index), or a |
| reference rate (such as LIBOR). |
In addition, the Portfolio may invest up to 5% of its net assets in illiquid securities. These are securities that the Portfolio may not be able to sell within seven days in the ordinary course of business at approximately the price at which they are valued.
More on the Bond Portfolios
The Short-Term Investment-Grade, Total Bond Market Index, and High Yield Bond Portfolios each invest mainly in bonds.
| Plain Talk About Types of Bonds |
| Bonds are issued (sold) by many sources: Corporations issue corporate bonds; the federal government issues U.S. |
| Treasury bonds; agencies of the federal government issue agency bonds; financial institutions issue asset-backed |
| bonds; and mortgage holders issue mortgage-backed pass-through certificates. Each issuer is responsible for paying |
| back the bonds initial value as well as for making periodic interest payments. Many bonds issued by government |
| agencies and entities are neither guaranteed nor insured by the U.S. government. |
The bond Portfolios are subject to varying levels of interest rate risk, which is the chance that bond prices will decline because of rising interest rates.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
To illustrate the relationship between bond prices and interest rates, the following table shows the effect of a 1% and a 2% change (both up and down) in interest rates on the values of three noncallable bonds (i.e., bonds that cannot be redeemed by the issuer) of different maturities, each with a face value of $1,000.
| How Interest Rate Changes Affect the Value of a $1,000 Bond1 | ||||
| After a 1% | After a 1% | After a 2% | After a 2% | |
| Type of Bond (Maturity) | Increase | Decrease | Increase | Decrease |
| Short-Term (2.5 years) | $977 | $1,024 | $954 | $1,049 |
| Intermediate-Term (10 years) | 922 | 1,086 | 851 | 1,180 |
| Long-Term (20 years) | 874 | 1,150 | 769 | 1,328 |
| 1 Assuming a 4% coupon rate. | ||||
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Portfolios in particular.
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| Plain Talk About Bonds and Interest Rates |
| As a rule, when interest rates rise, bond prices fall. The opposite is also true: Bond prices go up when interest rates fall. |
| Why do bond prices and interest rates move in opposite directions? Lets assume that you hold a bond offering a 4% |
| yield. A year later, interest rates are on the rise and bonds of comparable quality and maturity are offered with a 5% |
| yield. With higher-yielding bonds available, you would have trouble selling your 4% bond for the price you paidyou |
| would probably have to lower your asking price. On the other hand, if interest rates were falling and 3% bonds were |
| being offered, you should be able to sell your 4% bond for more than you paid. |
| How mortgage-backed securities are different: In general, declining interest rates will not lift the prices of mortgage- |
| backed securitiessuch as those guaranteed by the Government National Mortgage Associationas much as the |
| prices of comparable bonds. Why? Because when interest rates fall, the bond market tends to discount the prices of |
| mortgage-backed securities for prepayment riskthe possibility that homeowners will refinance their mortgages at |
| lower rates and cause the bonds to be paid off prior to maturity. In part to compensate for this prepayment possibility, |
| mortgage-backed securities tend to offer higher yields than other bonds of comparable credit quality and maturity. In |
| contrast, when interest rates rise, prepayments tend to slow down, subjecting mortgage-backed securities to extension |
| risk the possibility that homeowners will prepay their mortgages at slower rates. This will lengthen the duration or |
| average life of mortgage-backed securities held by a fund and delay the funds ability to reinvest proceeds at higher |
| interest rates making the fund more sensitive to changes in interest rates. |
In general, interest rate fluctuations widen as a bond portfolios average maturity lengthens. The Short-Term Investment-Grade Portfolio is expected to have a low level of interest rate risk. The Total Bond Market Index and High Yield Bond Portfolios are expected to have a moderate level of interest rate risk because their holdings have an intermediate-term average maturity.
Each bond Portfolio is subject to income risk, which is the chance that the Portfolios income will decline because of falling interest rates. A portfolios income declines when interest rates fall because the portfolio then must invest new cash flow and cash from maturing bonds in lower-yielding bonds.
In general, income risk is higher for short-term bond portfolios and lower for long-term bond portfolios. Accordingly, the Short-Term Investment-Grade Portfolio should have a high level of income risk.
| Plain Talk About Bond Maturities |
| A bond is issued with a specific maturity datethe date when the issuer must pay back the bonds principal (face value). |
| Bond maturities range from less than 1 year to more than 30 years. Typically, the longer a bonds maturity, the more price |
| risk you, as a bond investor, will face as interest rates risebut also the higher the potential yield you could receive. |
| Longer-term bonds are more suitable for investors willing to take a greater risk of price fluctuations to get higher and |
| more stable interest income. Shorter-term bond investors should be willing to accept lower yields and greater income |
| variability in return for less fluctuation in the value of their investment. The stated maturity of a bond may differ from the |
| effective maturity of a bond, which takes into consideration that an action such as a call or refunding may cause bonds to |
| be repaid before their stated maturity dates. |
Each bond Portfolio is also subject to credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline.
| Plain Talk About Credit Quality |
| A bonds credit-quality rating is an assessment of the issuers ability to pay interest on the bond and, ultimately, to repay |
| the principal. The lower the credit quality, the greater the chancein Vanguards and another advisors opinionthat the |
| bond issuer will default, or fail to meet its payment obligations. All things being equal, the lower a bonds credit quality, |
| the higher its yield should be to compensate investors for assuming additional risk. |
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Credit risk should be low for the Short-Term Investment-Grade and Total Bond Market Index Portfolios because they invest mainly in fixed income securities with high credit-quality ratings. Credit risk is expected to be high for the High Yield Bond Portfolio because it invests primarily in bonds and loans with medium- and lower-range credit-quality ratings.
The bond Portfolios may enter into mortgage-dollar-roll transactions, in which a Portfolio sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Portfolios returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase a Portfolios turnover rate. Mortgage dollar rolls will be used only to the extent that they are consistent with a Portfolios investment objective and risk profile.
Each of the bond Portfolios may invest in international U.S. dollar-denominated bonds issued by foreign governments, government agencies, and companies. To the extent that a Portfolio owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value and/or liquidity of securities issued by governments, government agencies, and companies in foreign countries. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the Portfolios are not exposed to currency risk; rather, the issuer assumes the risk, usually to attract U.S. investors.
The High Yield Bond Portfolio may invest in foreign currency bonds, which are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. To the extent that the Portfolio owns foreign currency bonds, it intends to hedge its foreign currency exposure to those bonds back to the U.S. dollar. In addition to country risk, the Portfolio is subject to currency hedging risk. Currency hedging risk is the chance that the currency hedging transactions entered into by the Portfolio may not perfectly offset the Portfolios foreign currency exposures.
Short-Term Investment-Grade Portfolio
The Short-Term Investment-Grade Portfolio invests in a variety of high-quality and, to a lesser extent, medium-quality fixed income securities, at least 80% of which will be short- and intermediate-term investment-grade fixed income securities. The Portfolios 80% policy may be changed only upon 60 days notice to shareholders. The Portfolio is expected to maintain a dollar-weighted average maturity of 1 to 4 years.
The Portfolio may invest no more than 30% of its assets in medium-quality fixed income securities, preferred stocks, and convertible securities and no more than 5% of its assets in non-investment-grade fixed income securities, preferred stocks, and convertible securities. Non-investment-grade fixed income securities are those rated the equivalent of Moodys Ba1 or below or, if unrated, are determined to be of comparable quality by the advisor.
The Portfolio is subject to call risk. Call risk is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolios income. Such redemptions and subsequent reinvestments would also increase the Portfolios turnover rate. Call risk should be low for the Portfolio.
The Portfolio is subject to extension risk. Extension risk is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally low for short-term bond funds.
| Plain Talk About Callable Bonds |
| Although bonds are issued with clearly defined maturities, in some cases the bond issuer has a right to call in (redeem) |
| the bond earlier than its maturity date. When a bond is called, the bondholder must replace it with another bond that |
| may have a lower yield than the original bond. One way for bond investors to protect themselves against call risk is to |
| purchase a bond early in its lifetime, long before its call date. Another way is to buy bonds with lower coupon rates or |
| interest rates, which make them less likely to be called. |
To a limited extent, the Portfolio is exposed to event risk, which is the chance that corporate fixed income securities held by the Portfolio may suffer a substantial decline in credit quality or market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.
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The types of financial instruments that may be purchased by the Portfolio are identified and explained below.
Corporate debt obligationsusually called bondsrepresent loans by an investor to a corporation.
U.S. government and agency bonds represent loans by investors to the U.S. Treasury or a wide variety of government agencies and instrumentalities. Securities issued by most U.S. government entities are neither guaranteed by the U.S. Treasury nor backed by the full faith and credit of the U.S. government. These entities include, among others, the Federal Home Loan Banks (FHLBs), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). Securities issued by the U.S. Treasury and a small number of U.S. government agencies, such as the Government National Mortgage Association (GNMA), are backed by the full faith and credit of the U.S. government. The market values of
| U.S. government and agency securities and U.S. Treasury securities are subject to fluctuation. |
| Plain Talk About U.S. Government-Sponsored Entities |
| A variety of U.S. government-sponsored entities (GSEs), such as the Federal Home Loan Mortgage Corporation |
| (FHLMC), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt |
| and mortgage-backed securities. Although GSEs may be chartered or sponsored by acts of Congress, they are not |
| funded by congressional appropriations. In September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
| conservatorship and appointed the Federal Housing Finance Agency (FHFA) to manage their daily operations. In addition, |
| the U.S. Treasury entered into purchase agreements with FNMA and FHLMC to provide them with capital in exchange |
| for senior preferred stock. Generally, their securities are neither issued by nor guaranteed by the U.S. Treasury and are |
| not backed by the full faith and credit of the U.S. government. In most cases, these securities are supported only by the |
| credit of the GSE, standing alone. In some cases, a GSEs securities may be supported by the ability of the GSE to |
| borrow from the Treasury, or may be supported by the U.S. government in some other way. Securities issued by the |
| Government National Mortgage Association (GNMA), however, are backed by the full faith and credit of the U.S. |
| government. |
Municipal bonds represent loans by an investor to state or local governments or to other governmental authorities.
Mortgage dollar rolls are transactions in which the Portfolio sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Portfolios returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Portfolios turnover rate. Mortgage dollar rolls will be used only if consistent with the Portfolios investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by the Portfolio to banks or large securities dealers.
Asset-backed securities are bonds that represent partial ownership in pools of consumer or commercial loansmost often credit card, automobile, or trade receivables. Asset-backed securities, which can be types of corporate fixed income obligations, are issued by entities formed solely for that purpose, but their value ultimately depends on repayments by underlying borrowers. A primary risk of asset-backed securities is that their maturity is difficult to predict, being driven by borrowers prepayments.
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
International dollar- denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that the Portfolio owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value and/or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the Portfolio is not exposed to currency risk; rather, the issuer assumes the risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
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Foreign currency bonds are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. To the extent that the Portfolio owns foreign currency bonds, it will hedge its exposure to those bonds back to the U.S. dollar. In addition to country risk, the Portfolio is subject to currency hedging risk. Currency hedging risk is the chance that the currency hedging transactions entered into by the Portfolio may not perfectly offset the Portfolios foreign currency exposure.
Preferred stocks distribute set dividends from the issuer. The preferred-stock holders claim on the issuers income and assets ranks before that of common-stock holders, but after that of bondholders.
Convertible securities are bonds or preferred stocks that are convertible into, or exchangeable for, common stocks.
Collateralized mortgage obligations (CMOs) are special bonds that are collateralized by mortgages or mortgage pass-through securities. Cash-flow rights on underlying mortgagesthe rights to receive principal and interest paymentsare divided up and prioritized to create short-, intermediate-, and long-term bonds. CMOs rely on assumptions about the timing of cash flows on the underlying mortgages, including expected prepayment rates. The primary risk of a CMO is that these assumptions are wrong, which would either shorten or lengthen the bonds maturity. The Portfolio will invest only in CMOs that are believed to be consistent with its maturity and credit-quality standards.
The Portfolio is subject to liquidity risk, which is the chance that the Portfolio may not be able to sell a security in a timely manner at a desired price. Liquidity risk is generally low for short-term corporate bonds.
The Portfolio may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that the Portfolio may not be able to sell within seven business days in the ordinary course of business at approximately the price at which they are valued. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular restricted securities are not illiquid, and those securities may then be purchased by the Portfolio without limit.
The Portfolio may also invest in fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, currency swaps, credit default swaps, foreign currency exchange forwards, or other derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Portfolio as disclosed in this prospectus. In particular, derivatives will be used for the Portfolio only when they may help the advisor to accomplish one or more of the following: invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment; add value when these instruments are attractively priced; adjust sensitivity to changes in interest rates; adjust the overall credit risk of the portfolio or actively overweight or underweight credit risk to specific bond issuers; hedge or add foreign currency exposure; or hedge or add foreign interest rate exposure.
The Portfolio is subject to manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investments in the Finance and Industrial sectors subject the Portfolio to proportionately higher exposure to the risks of these sectos.
Total Bond Market Index Portfolio
Because it would be very expensive and inefficient to buy and sell all securities held in its target index, the Total Bond Market Index Portfolio uses index sampling techniques to select securities. Using computer programs, the Portfolios advisor generally selects a representative sample of securities that approximates the full target index in terms of key risk factors and other characteristics. These factors include duration, cash flow, quality, and callability of the underlying bonds. In addition, the Portfolio keeps industry sector and subsector exposure within tight boundaries relative to its target index. Because the Portfolio does not hold all of the issues in its target index, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target index. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the Portfolio.
The Portfolio is subject to index sampling risk, which is the chance that the securities selected for the Portfolio, in the aggregate, will not provide investment performance matching that of the Portfolios target index. Index sampling risk for the Portfolio should be low.
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The Bloomberg Barclays U.S. Aggregate Float Adjusted Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United States—including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities—all with maturities of more than 1 year. As of December 31, 2016, the Portfolio was composed of the following types of bonds:
| Type of Bond | Portion of Portfolio’s Net Assets |
| Treasury/Agency | 41.3% |
| Government Mortgage-Backed | 21.3 |
| Industrial | 17.5 |
| Finance | 9.1 |
| Foreign | 6.1 |
| Asset-Backed/Commercial Mortgage-Backed | 2.2 |
| Utilities | 2.2 |
| Other | 0.3 |
The Portfolio’s policy of investing at least 80% of its assets in bonds in its target index may be changed only upon 60 days’ notice to shareholders.
Up to 20% of the Portfolio’s assets may be used to purchase nonpublic, investment-grade securities, generally referred to as 144A securities, as well as smaller public issues or medium-term notes not included in the Index because of the small size of the issue. The vast majority of these securities will have characteristics and risks similar to those in the target index. Subject to the same 20% limit, the Portfolio may also purchase other investments that are outside of its target index or may hold bonds that, when acquired, were included in the index but subsequently were removed. The Portfolio may invest a portion of its assets in callable bonds.
The Portfolio is subject to call risk. Call risk is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolio’s income. Such redemptions and subsequent reinvestments would also increase the Portfolio’s turnover rate. Call risk should be moderate for the Portfolio because it invests only a portion of its assets in callable bonds.
The Total Bond Market Index Portfolio may also invest in conventional mortgage-backed securities—which are packaged by private corporations and are not guaranteed by the U.S. government—and enter into mortgage-dollar-roll transactions.
The Portfolio is subject to prepayment risk. Prepayment risk is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Portfolio. The Portfolio would then lose any price appreciation above the mortgage’s principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolio’s income. Such prepayments and subsequent reinvestments would also increase the Portfolio’s turnover rate. Prepayment risk is moderate for the Portfolio because it invests only a portion of its assets in mortgage-backed securities.
The Portfolio is subject to extension risk. Extension risk is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. For funds that invest in mortgage-backed securities, extension risk is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Portfolio and delay the Portfolio’s ability to reinvest proceeds at higher interest rates. Extension risk is generally moderate for intermediate-term bond funds.
The Portfolio is subject to liquidity risk, which is the chance that the Portfolio may not be able to sell a security in a timely manner at a desired price.
High Yield Bond Portfolio
The High Yield Bond Portfolio invests primarily in a diversified group of high-yielding, higher-risk corporate bonds—commonly known as “junk bonds”—with medium- and lower-range credit-quality ratings. The Portfolio also invests in fixed and floating rate loans of medium- to lower-range credit quality; which have mostly short- and intermediate-term maturities. As a result of this investment strategy, the Portfolio is subject to certain risks.
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Because of its investment in junk bonds and loans, the Portfolio is subject to high credit risk, which is the chance that a bond or loan issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuer’s ability to make such payments will cause the price of that bond or loan to decline.
| Plain Talk About High-Yield Bonds |
| High-yield bonds, or “junk bonds,” are issued by companies or other entities whose ability to pay interest and principal |
| on the debt in a timely manner is considered questionable. Such bonds are rated “below investment-grade” by |
| independent rating agencies. Because they are riskier than investment-grade bonds, high-yield bonds typically must pay |
| more interest to attract investors. Some high-yield bonds 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. Some high-yield |
| bonds were once rated as investment-grade but have been downgraded to junk-bond status because of financial |
| difficulties experienced by their issuers. Conversely, an issuer’s improving financial condition may result in an upgrading |
| of its junk bonds to investment-grade status. |
The Portfolio may invest up to 10% of its assets in trust-preferred securities, which are preferred securities issued by a special purpose trust that holds subordinated debt of the trust’s corporate parent. The interest received by the trust from the debt issued by the corporate parent is distributed to the holders of the trust-preferred securities. A trust-preferred security has characteristics of both a debt security and an equity security and generally will have the same risks as these types of securities, including market, credit, interest rate, and call risks. Trust-preferred securities typically are subordinated to the bonds and other obligations of the parent company and, therefore, may be subject to greater credit risk than such bonds and obligations.
The Portfolio may invest up to 20% of its assets in government securities and/or bonds that are rated Baa or above by Moody’s or have an equivalent rating from any other independent bond-rating agency, or, if unrated, are determined to be of comparable quality by the advisor. These are commonly referred to as investment-grade securities.
The Portfolio will only invest in bonds and loans that, at the time of initial investment, are rated Caa or higher by Moody’s or have an equivalent rating from any other independent bond-rating agency or, if unrated, are determined to be of comparable quality by the advisor. However, the Portfolio may continue to hold bonds that have been downgraded, even if they would no longer be eligible for purchase by the Portfolio.
The Portfolio’s advisor selects bonds on a company-by-company basis, emphasizing fundamental research and a long-term investment horizon. The analysis focuses on the nature of a company’s business, its strategy, and the quality of its management. Based on this analysis, the advisor looks for companies whose prospects are stable or improving and whose bonds offer an attractive yield. Companies with improving prospects are normally more attractive because they offer better assurance of debt repayment and greater potential for capital appreciation.
The Portfolio is subject to manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
As of December 31, 2016, the Portfolio’s holdings had the following credit-quality characteristics:
| Credit Quality | Percentage of Portfolio’s Net Assets |
| U.S. Government | 0.9% |
| Aaa | 0.0 |
| Baa | 5.5 |
| Ba | 48.0 |
| B | 38.1 |
| Caa | 7.1 |
| C | 0.3 |
| Not Rated | 0.1 |
Bonds that are rated below Moody’s Baa or have an equivalent rating, such as those held by the Portfolio, are classified as non-investment grade. These bonds carry a high degree of risk and are considered speculative by the major rating agencies. Because of the speculative nature of junk bonds, you should carefully consider the risks associated with the Portfolio before you purchase shares.
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To minimize credit risk, the Portfolio normally diversifies its holdings among debt of 150–200 separate issuers, representing many industries. As of December 31, 2016, the Portfolio held debt of 205 issuers. This diversification should lessen the negative impact to the Portfolio of a particular issuer’s failure to pay either principal or interest.
The Portfolio is subject to liquidity risk, which is the chance that the Portfolio may not be able to sell a security in a timely manner at a desired price. Liquidity risk should be low to moderate for the Portfolio.
Although it has no present plans to do so, the Portfolio may invest up to 5% of its assets in non-cash-flow-producing high-yield bonds, such as zero-coupon bonds (which pay interest only at maturity) or payment-in-kind bonds (which pay interest in the form of additional securities).
The Portfolio is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Portfolio would then lose any price appreciation above the bond’s call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolio’s income. Such redemptions and subsequent reinvestments would also increase the Portfolio’s turnover rate.
The Portfolio 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 country’s 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. Managers of porfolios 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 Portfolio’s securities from falling in value as a result of risks other than unfavorable currency exchange movements.
More on the Balanced Portfolios
The Balanced Portfolio invests in both stocks and bonds. The Conservative and Moderate Allocation Portfolios invest in a mix of Vanguard mutual funds and other portfolios of Vanguard Variable Insurance Fund (collectively, the underlying funds) to achieve exposure to stocks and bonds. The stock portion of the Balanced Portfolio is subject to investment style risk. The stock portion of each Portfolio is subject to stock market risk, while the bond portion of each Portfolio is subject to interest rate risk, income risk, credit risk, call risk, and prepayment risk. The bond portions of the Conservative and Moderate Allocation Portfolios are also subject to risks associated with investments in currency-hedged foreign bonds, including country/regional risk and currency hedging risk. Both portions of the Balanced Portfolio are subject to manager risk. Each Portfolio’s bond holdings help to reduce—but not eliminate—some of the stock market volatility experienced by the Portfolio. Likewise, changes in interest rates may not have as dramatic an effect on the Portfolios as they would on a portfolio made up entirely of bonds. Each Portfolio’s balanced holdings, in the long run, should result in less investment risk—and a lower investment return—than those of a portfolio investing exclusively in common stocks.
| Plain Talk About Balanced Funds |
| Balanced funds are generally investments that seek to provide some combination of income and capital appreciation by |
| investing in a mix of stocks and bonds. Because prices of stocks and bonds can respond differently to economic events |
| and influences, a balanced fund should experience less volatility than a fund investing exclusively in stocks. |
Balanced Portfolio
Roughly 60% to 70% of the Portfolio’s assets are invested in stocks and the remaining 30% to 40% are invested in bonds.
For the stock portion of the Portfolio, the advisor uses extensive research to find what it considers to be undervalued stocks of established large and mid-size companies. The advisor considers a stock to be undervalued if company earnings, or potential earnings, are not fully reflected in the stock’s share price. The advisor’s goal is to identify and purchase these securities before their value is recognized by other investors. The advisor emphasizes stocks that, on average, provide a higher level of dividend income than generally provided by stocks in the overall market. By adhering to this stock selection strategy and by investing in a wide variety of companies and industries, the advisor expects to moderate overall risk. The asset-weighted median market capitalization of the Portfolio’s stock holdings as of December 31, 2016, was $89.4 billion.
For the bond portion of the Portfolio, the advisor selects investment-grade bonds that it believes will generate a moderate level of current income. These may include short-, intermediate-, and long-term corporate and U.S. Treasury, government agency, and asset-backed bonds, as well as mortgage-backed securities. The advisor does not generally make large adjustments in the average maturity of the Portfolio’s bond holdings in anticipation of changes in interest rates. Although the Portfolio does not have specific maturity guidelines, the average duration of the Portfolio’s bond holdings as of December 31, 2016, was 9.6 years.
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A breakdown of the Portfolio’s bond holdings (which amounted to 32% of the Portfolio’s net assets) as of December 31, 2016, follows:
| Type of Bond | Percentage of Portfolio’s Bond Holdings |
| Industrial | 34.5% |
| Finance | 26.9 |
| Treasury | 17.6 |
| Utilities | 6.6 |
| Foreign | 5.6 |
| Other | 5.5 |
| Asset-Backed | 3.1 |
| Government Mortgage-Backed | 0.2 |
The advisor purchases bonds that are of investment-grade quality—that is, bonds rated at least Baa3 by Moody’s Investors Service, Inc., or BBB– by Standard & Poor’s—or, if unrated, are determined to be of comparable credit quality by the advisor.
Although the mix of stocks and bonds varies from time to time, depending on the advisor’s view of economic and market conditions, the stock portion can be expected to represent at least 60% of the Portfolio’s holdings under normal circumstances.
The Portfolio may invest up to 25% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Portfolio is subject to country risk and currency risk. Country risk is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by foreign companies, governments, or government agencies. In addition, the prices of foreign securities and the prices of U.S. securities have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
Conservative and Moderate Allocation Portfolios
The Allocation Portfolios are “funds of funds,” which means that each Portfolio seeks to achieve its objective by investing in underlying funds rather than in individual securities. Each Portfolio separately invests in a mix of Vanguard mutual funds and other portfolios of Vanguard Variable Insurance Fund (collectively, the underlying funds). The Portfolios’ board of trustees allocate each Portfolio’s assets among the underlying funds. The trustees may authorize a Portfolio to invest in additional Vanguard funds without shareholder approval. Additionally, the trustees may increase or decrease the percentage of a Portfolio’s assets invested in any particular underlying fund without advance notice to shareholders.
Through its investments in underlying funds, each of the Allocation Portfolios indirectly owns a diversified portfolio of stocks and fixed-income securities.
| Plain Talk About Fund of Funds |
| The term “fund of funds” is used to describe a mutual fund that pursues its objective by investing in other mutual funds. |
| A fund of funds may charge for its own direct expenses, in addition to bearing a proportionate share of the expenses |
| charged by the underlying funds in which it invests. A fund of funds is best suited for long-term investors. |
Each Allocation Portfolio invests in a mix of underlying funds to pursue a target allocation of stocks and fixed-income securities. As of the date of this prospectus, each Portfolio invested in Admiral Share, if available, or Investor Shares of each underlying Vanguard fund. Share class changes may be made without prior notice to shareholders. The table that follows illustrates the asset allocation range for each Portfolio:
| Asset Allocation | Stocks | Fixed-Income Securities |
| Conservative Allocation Portfolio | 40% | 60% |
| Moderate Allocation Portfolio | 60% | 40% |
By owning shares of underlying funds, each of the Allocation Portfolios indirectly invests, to varying degrees, in U.S. stocks, with an emphasis on large-cap stocks. Each of the Allocation Portfolios also invests in foreign stocks.
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The following paragraphs briefly describe the underlying funds in which the Portfolios currently intend to invest.
Through their investments in Vanguard Variable Insurance Fund Equity Index Portfolio, each Allocation Portfolio holds a representative sample of the stocks that make up the S&P 500 Index, which is dominated by large-cap stocks.
Through their investments in Vanguard Extended Market Index Fund, each Allocation Portfolio holds a representative sample of the stocks that make up the S&P Completion Index, which represents mid- and small-capitalization stocks. Historically, mid- and small-cap stocks have been more volatile than—and at times have performed quite differently from—large-cap stocks. This volatility is due to several factors, including the fact that smaller companies often have fewer customers and financial resources than larger firms. These characteristics can make mid-size and small companies more sensitive to economic conditions, leading to less certain growth and dividend prospects.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that market capitalization ranges change over time. Also, interpretations of size vary, and there are no “official” definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. As of the calendar year ended December 31, 2016, the stocks in the underlying U.S. equity funds had asset-weighted median market capitalizations of approximately $70 billion. The stocks in the underlying foreign equity fund had asset-weighted median market capitalizations of approximately $22.5 billion.
Because each Allocation Portfolio invests in Vanguard Variable Insurance Fund Equity Index Portfolio and Vanguard Extended Market Index Fund so as to gain exposure to the overall U.S. stock market, an Allocation Portfolio may shift its holdings between these two underlying funds to remain proportionate with the overall U.S. stock market.
By owning shares of Vanguard Total International Stock Index Fund, each Allocation Portfolio is subject to risks associated with investments in foreign stocks. For more detail on the risks associated with investing in stocks, see More on the Portfolios: More on the Stock Portfolios. For additional discussion on the risks associated with investing in stocks issued by companies located in emerging markets, see More on the Portfolios: More on the Stock Portfolios: International Portfolio.
By owning shares of Vanguard Variable Insurance Fund Total Bond Market Index Portfolio, each Allocation Portfolio indirectly invests, to varying degrees, in U.S. government and U.S. corporate bonds, as well as in mortgage-backed and asset-backed securities. For more detail on the risks associated with investing in fixed-income securities, see More on the Portfolios: More on the Bond Portfolios.
By owning shares of Vanguard Total International Bond Index Fund, each Allocation Portfolio indirectly invests in currency-hedged foreign bonds and is therefore subject to the risks associated with such investments, including country/regional risk and currency hedging risk.
The Conservative Allocation and Moderate Allocation Portfolios are subject to country/regional risk and currency hedging risk. Country/regional risk is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, or companies. Currency hedging risk is the chance that the currency hedging transactions entered into by the underlying foreign fixed-income securities fund may not perfectly offset the fund’s foreign currency exposure.
Through their investments in the underlying index funds, each Allocation Portfolio is subject, to a limited extent, to index sampling risk. Index sampling risk is the chance that the securities selected for an underlying fund, in the aggregate, will not provide investment performance matching that of the underlying fund’s target index.
More on the Stock Portfolios
The Equity Income, Diversified Value, Equity Index, Mid-Cap Index, Growth, Capital Growth, Small Company Growth,
International, and REIT Index Portfolios invest mainly in common stocks, although each has its own strategies and types of holdings. To achieve exposure to common stocks, the Total Stock Market Index Portfolio invests in shares of other mutual funds.
Each stock Portfolio 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. In addition, a Portfolio’s target index may, at times, become focused in stocks of a particular market sector, which would subject the Portfolio to proportionately higher exposure to the risks of that sector.
Other than the International Portfolio, each Portfolio invests mainly in, or has exposure mainly to, stocks of U.S. companies. 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
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activity. Total returns consist of dividend income plus change in market price. Note that the returns shown in the table do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur. (You will find a chart illustrating the volatility of the foreign stock market on page 63.)
| U.S. Stock Market Returns (1926–2016) | ||||
| 1 Year | 5 Years | 10 Years | 20 Years | |
| Best | 54.2% | 28.6% | 19.9% | 17.8% |
| Worst | –43.1 | –12.4 | –1.4 | 3.1 |
| Average | 11.9 | 10.1 | 10.3 | 11.0 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2016. You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10.1%, average annual returns for individual 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 Portfolios in particular.
Actively Managed Portfolios
Six of the stock Portfolios are actively managed, meaning that their investment advisors buy and sell securities based on research, judgment, and analysis in an attempt to outperform the market. These six Portfolios are the Equity Income, Diversified Value, Growth, Capital Growth, Small Company Growth, and International Portfolios.
Each actively managed stock Portfolio is subject to manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective.
Because the Diversified Value, Growth, Capital Growth, and Equity Income Portfolios each tend to invest a high percentage of assets in their ten largest holdings, the Portfolios are subject to asset concentration risk, which is the chance that a Portfolio’s performance may be hurt disproportionately by the poor performance of relatively few stocks.
Investment Styles
Mutual 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’s important to understand that market capitalization ranges change over time. Also, interpretations of size vary, and there are no “official” definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of each of the stock Portfolios as of December 31, 2016, was:
| Portfolio | Asset-Weighted Median Market Capitalization |
| Equity Income | $101.1billion |
| Diversified Value | 91.7 |
| Equity Index | 84.8 |
| Capital Growth | 62.1 |
| Total Stock Market Index | 53.7 |
| Growth | 51.5 |
| International | 38.8 |
| Mid-Cap Index | 11.7 |
| REIT Index | 10.1 |
| Small Company Growth | 2.2 |
Stock funds can also be categorized according to whether the stocks they hold are value or growth stocks or a blend of both.
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| Plain Talk About Growth Funds and Value Funds |
| Growth investing and value investing are two styles employed by stock-fund managers. Growth funds generally focus on |
| stocks of companies believed to have above-average potential for growth in revenue, earnings, cash flow, or other |
| similar criteria. These stocks typically have low dividend yields and above-average prices in relation to measures such as |
| earnings and book value. Value funds typically 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. |
Each stock Portfolio (other than the Total Stock Market Index Portfolio) is subject to investment style risk, which is the chance that returns from the types of stocks in which the Portfolio invests will trail returns from the overall stock market. Specific types of stocks tend to go through cycles of doing better—or worse—than the stock market in general. These periods have, in the past, lasted for as long as several years. Likewise, international stocks go through cycles of doing better—or worse—than U.S. stocks.
The following illustration shows how each of the nine Portfolios that invest in U.S. stocks generally fits into these categories. (The International Portfolio invests primarily in large-capitalization growth stocks of companies located outside the United States.)
Foreign Securities
The International Portfolio invests primarily in foreign securities. None of the other stock Portfolios typically makes significant investments in securities of companies based outside the United States. For the Equity Index, Mid-Cap Index, and REIT Index Portfolios, foreign securities will be held only to the extent that they are represented in each Portfolio’s target index. The Equity Income, Capital Growth, Diversified Value, and Small Company Growth Portfolios may each invest up to 25% of their assets in foreign securities, and the Growth Portfolio may invest up to 20% of its assets in foreign securities.
To the extent that a Portfolio owns foreign securities, it is subject to country risk and currency risk. Country 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. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
Equity Income Portfolio
The Equity Income Portfolio invests mainly in common stocks of mid-size and large companies whose stocks typically pay above-average dividends. At the time of purchase by the Portfolio, a stock can be out of favor with the investment community. Stocks purchased by the Portfolio are generally expected to produce an above-average level of current income and to have the potential for long-term capital appreciation.
The Portfolio uses multiple investment advisors. Each investment advisor independently selects and maintains a portfolio of common stocks for the Portfolio. These advisors employ active investment management methods, which means that securities are bought and sold according to the advisors’ evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the
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advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Portfolio. Different advisors may reach different conclusions on the same security. Each advisor uses a different process to select securities for its portion of the Portfolio’s assets; however, each is committed to buying stocks that it believes will produce above-average income and that, in the advisor’s opinion, have the potential for long-term capital appreciation.
Wellington Management Company LLP (Wellington Management) employs a fundamental security analysis approach to identify desirable individual stocks, seeking those that typically offer above-average dividend yields, below-average valuations, and the potential for dividend increases in the future.
The Vanguard Group, Inc. (Vanguard), constructs a diversified portfolio of dividend-paying stocks based on its assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Portfolio’s benchmark, the FTSE High Dividend Yield Index, while seeking to maintain a risk profile similar to that of the Index. This process was developed by a team of Vanguard researchers, and this process is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the Portfolio.
Diversified Value Portfolio
The Diversified Value Portfolio invests mainly in common stocks of large- and mid-cap companies (although the advisor will occasionally select stocks with lower market capitalizations) whose stocks are considered by the advisor to be undervalued. The advisor uses traditional methods of stock selection—research and analysis—to identify undervalued securities. These stocks (called “value” stocks) often have above-average dividend yields. Undervalued stocks are generally those that are out of favor with investors and that the advisor feels are trading at prices that are below average in relation to measures such as earnings and book value.
To keep the Portfolio well diversified, the advisor generally invests no more than 15% of the Portfolio’s assets in a single industry group. The Portfolio’s overall makeup is expected to differ from that of the broad stock market in terms of industry weightings and market capitalization. Therefore, the Portfolio’s performance is likely to differ from the performance of the overall market or of broad indexes such as the S&P 500 Index.
Total Stock Market Index Portfolio
The Total Stock Market Index Portfolio is a fund of funds. The Portfolio’s board of trustees allocate the the Total Stock Market Index Portfolio’s assets among the underlying funds. The trustees may authorize the Portfolio to invest in additional Vanguard funds without shareholder approval. Additionally, the trustees may increase or decrease the percentage of assets invested in any particular fund without advance notice to shareholders. Under normal circumstances, the Portfolio will invest at least 80%, and usually all or substantially all, of its assets in Vanguard Variable Insurance Fund Equity Index Portfolio and Vanguard Extended Market Index Fund, which together seek to track the Portfolio’s target index. The Portfolio’s 80% investment policy may be changed only upon 60 days’ notice to shareholders.
The Total Stock Market Index Portfolio is a stock index fund that seeks to track the performance of the S&P Total Market Index by investing all, or substantially all, of its assets in two Vanguard funds—Vanguard Variable Insurance Fund Equity Index Portfolio, which seeks to track the S&P 500 Index, and Vanguard Extended Market Index Fund, which seeks to track the S&P Completion Index. The S&P Total Market Index is a combination of the S&P 500 Index and the S&P Completion Index; it consists of substantially all of the U.S. common stocks regularly traded on the New York Stock Exchange and the Nasdaq over-the-counter market. The S&P 500 Index is dominated by stocks of large U.S. companies, and the S&P Completion Index represents mid- and small-capitalization stocks. As of December 31, 2016, the Portfolio allocated 81.6% of its assets to Vanguard Variable Insurance Fund Equity Index Portfolio and the remaining 18.4% of its assets to Vanguard Extended Market Index Fund. As of the date of this prospectus, the Portfolio invested in Investor Shares of each underlying Vanguard fund. Share class changes may be made without prior notice to shareholders. Through its investments in underlying funds, the Portfolio indirectly owns a diversified portfolio of stocks.
Equity Index Portfolio
The Equity Index Portfolio is a stock index fund that seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks. The Portfolio employs an indexing investment approach designed to track the performance of the Standard & Poor’s 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. As of December 31, 2016, these stocks represented approximately 83% of the market value of all U.S. common stocks. In seeking to fully replicate the Index’s performance, the Portfolio intends to hold each of the stocks in the Index in approximately the same proportion as its weighting in the Index. For example, if 3% of the
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Standard & Poors 500 Index were made up of the stock of a specific company, the Portfolio would invest approximately 3% of its assets in that company. Under normal circumstances, the Portfolio will invest at least 80%, and usually all or substantially all, of its assets in stocks that make up the Index. The Portfolios 80% policy may be changed only upon 60 days notice to shareholders.
The actual stocks that make up the Index are chosen by Standard & Poors. The Index is weighted according to the market capitalization of the stocks it holds, so that the stocks with the highest market values represent the largest portion of the Index and have the heaviest influence on its performance.
Mid-Cap Index Portfolio
The Mid-Cap Index Portfolio is a stock index fund that seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks. The Portfolio employs an indexing investment approach designed to track the performance of the CRSP US Mid Cap Index, a broadly diversified index of stocks of mid-size U.S. companies. In seeking to replicate the Indexs performance, the Portfolio intends to hold each of the stocks in the Index in approximately the same proportion as its weighting in the Index. For example, if 3% of the CRSP US Mid Cap Index were made up of the stock of a specific company, the Portfolio would invest approximately 3% of its assets in that company. Under normal circumstances, the Portfolio will invest at least 80%, and usually all or substantially all, of its assets in stocks that make up the Index. The actual stocks that make up the Index are chosen by CRSP. The Portfolios 80% policy may be changed only upon 60 days notice to shareholders.
Historically, mid-cap stocks have been more volatile thanand at times have performed quite differently fromthe large-cap stocks that dominate the overall stock market. There is no certainty, however, that this pattern will continue in the future.
Growth Portfolio
The Growth Portfolio invests mainly in common stocks of companies that, in the advisors opinions, offer favorable prospects for capital appreciation. These stocks tend to produce little current income. The Portfolio generally focuses on companies that are considered large-cap by the Portfolios investment advisors. The Growth Portfolio uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio.
Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisors evaluations of companies and their financial prospects, the prices of securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Portfolio. Different advisors may reach different conclusions on the same security.
Jackson Square Partners, LLC (Jackson Square), invests primarily in common stocks of large-capitalization, growth-oriented companies that it believes have long-term capital appreciation potential and are expected to grow faster than the U.S. economy. The advisor uses a bottom-up approach, seeking companies that have large end-market potential, dominant business models, and strong free cash flow generation, that is attractively priced compared with the intrinsic value of their securities. Jackson Square tends to hold a relatively focused portfolio with a limited number of stocks.
Wellington Management Company LLP (Wellington Management) employs a traditional, bottom-up fundamental research approach to identify securities that possess sustainable growth at reasonable valuations. Wellington Management identifies companies that have demonstrated above-average growth in the past, then conducts a thorough review of each companys business model. The goal of this review is to identify companies that can sustain above-average growth because of their superior business models as represented by high returns on capital, strong management, and quality balance sheets. A disciplined valuation analysis follows to determine which securities are attractively priced.
William Blair Investment Management, LLC (William Blair), uses an investment process that relies on thorough, in-depth fundamental analysis. William Blair invests in companies that it believes are high quality and have sustainable, above-average growth. In selecting stocks, the advisor considers some or all of the following company criteria: leadership position within the markets served, quality of the products or services provided, marketing capability, return on equity, accounting policies/ financial transparency, and quality/depth of the management team.
Capital Growth Portfolio
The Capital Growth Portfolio invests mainly in common stocks of companies that the advisor believes to have favorable prospects for capital appreciation and that sell at attractive prices but typically produce little current income. PRIMECAP, the Portfolios advisor, selects common stocks that it believes have above-average earnings growth potential that is not reflected in the current market price. Companies selected for stock purchases typically have strong positions within their industries,
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increasing sales, improving profitability, good long-term prospects for above-average growth in earnings, and strong management teams.
Using careful analysis, the advisor attempts to quantify a companys fundamental value, which is the advisors estimate of the financial value of the company. The advisor compares the fundamental value with the market price of the companys stock. The advisor then decides whether or not to purchase the stock mainly on the basis of how attractive its market price is in relation to its fundamental value. Although the Portfolio invests with a long-term horizon of three to five years, the advisor may sell a stock if its market price appears to have risen above its fundamental value, if other securities appear to be more favorably priced, or if the reasons for which the stock was purchased no longer hold true.
PRIMECAP does not try to make investment decisions based on short-term trends in the stock market. If attractively priced stocks cannot be found, the Portfolios cash levels will increase. Because PRIMECAPs selections are determined by an analysis of each individual stock, the Portfolios makeup may differ substantially from the overall markets characteristics. For example, the proportion of the Portfolios assets invested in a particular market sector or industry may be significantly larger or smaller than that sector or industrys proportion in the overall stock market.
Small Company Growth Portfolio
The Portfolios investment in small company stocks generally will be within the capitalization range of the companies included in the Russell 2500 Growth Index ($20.8 million to $22.5 billion, as of December 31, 2016). In the future, the Indexs market capitalization range may be higher or lower, and the Portfolio may use a different small-cap index as a benchmark. Such changes may occur at any time and without notice to Portfolio shareholders. The Portfolios stocks are expected to provide little or no dividend income.
The Portfolio uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio. Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisors evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Portfolio. Different advisors may reach different conclusions on the same security. Each advisor uses a different process to select securities for its portion of the Portfolios assets; however, each is committed to buying stocks of small companies that, in the advisors opinion, have strong growth potential.
ArrowMark Colorado Holdings, LLC (ArrowMark Partners), uses in-depth, fundamental research to uncover companies that, in its opinion, can control their own economic destiny. ArrowMark Partners starts by identifying businesses with strong competitive advantages in industries with high barriers to entry. ArrowMark Partners then narrows its focus to companies with large potential markets and high-quality business models focused on the future. Finally, ArrowMarkPartners minimizes potential downside risk, resulting in a diversified portfolio of stable growth companies, cyclical share gainers, and to a lesser extent, game-changing growth businesses that ArrowMark Partners feels will deliver returns beyond those of the benchmark index over time.
The Vanguard Group, Inc. (Vanguard), constructs a broadly diversified portfolio of small-cap domestic growth stocks based on its assessment of the relative return potential of the securities. The advisor selects securities that it believes offer an appropriate balance between strong growth prospects and reasonable valuations relative to their industry peers. Vanguard manages the portfolio through the use of a quantitative process to evaluate all of the securities in the Portfolios benchmark, the Russell 2500 Growth Index, while seeking to maintain a risk profile similar to that of the Index. This process was developed by a team of Vanguard researchers, and this process is continually evolving. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented. A team of portfolio managers utilizes the resulting process to determine which securities to buy and sell in the portfolio.
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| Plain Talk About Business Development Companies and Acquired Fund Fees and Expenses |
| A portfolio may invest in business development companies (BDCs), a special type of closed-end investment company |
| that generally invests in small, developing, and often private companies. Like an automaker, retailer, or any other |
| operating company, many BDCs incur expenses such as employee salaries. These costs are not paid directly by a |
| portfolio that owns shares in a BDC, just as the costs of labor and steel are not paid directly by a portfolio that owns |
| shares in an automaker. |
| SEC rules nevertheless require that any expenses incurred by a BDC be included in a portfolios expense ratio as |
| Acquired Fund Fees and Expenses. The expense ratio of a portfolio that holds a BDC will thus overstate what the |
| portfolio 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 |
| portfolios financial statements, which provide a clearer picture of a portfolios actual operating expenses. |
International Portfolio
The International Portfolio invests mainly in common stocks of non-U.S. companies that are considered to have above-average potential for growth. The Portfolio uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio. Each advisor employs active investment management methods, which means that securities are bought and sold according to the advisors evaluations of companies and their financial prospects, the prices of the securities, and the stock market and the economy in general. Each advisor will sell a security when, in the view of the advisor, it is no longer as attractive as an alternative investment or if the advisor deems it to be in the best interest of the Portfolio. Different advisors may reach different conclusions on the same security.
Baillie Gifford Overseas Ltd. (Baillie Gifford) follows an investment approach based on making long-term investments in well-researched and well-managed businesses with above-average growth potential.
Baillie Gifford analyzes a companys ability to grow at an above-average rate by considering the industry in which it operates, any sustainable competitive advantages the company has within that industry, the ability of management to execute on the market opportunity before them, and whether the company can fund growth with internally generated cash flows. Baillie Gifford also considers the valuation of the company to understand the extent to which the market has already appreciated these factors. Historically, Baillie Gifford has been willing to pay a premium for companies it believes can deliver superior growth.
Schroder Investment Management North America Inc. (Schroders) seeks to invest in securities of international companies where it has identified a significant growth gap, which is defined as forward earnings growth that is not yet recognized by the market. Schroders believes that market inefficiencies often drive material differences between underlying company fundamentals and market estimates. The advisor also believes in-depth fundamental research, incorporating a comprehensive macroeconomic viewpoint and a robust framework of fundamental risk analysis, is the most reliable means of finding those companies and identifying the growth gap. Schroders leverages the extensive knowledge of, and recommendations generated by, approximately 70 regional analysts located across the globe. The strongest ideas of these local analysts are then overlaid with the global perspective of an international team of global sector specialists. In Schroders view, this combination of local expertise and global analysis provides an optimal framework for identifying strong investment candidates and building high-quality efficient portfolios across multiple regions and sectors. While the input of the teams global sector specialists is an important source of investment ideas and research, the investment decision making for the portion of the Fund managed by Schroders rests with the portfolio manager.
The Portfolio is subject to manager risk, which is the chance that poor security selection will cause the Portfolio to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the consumer discretionary sector subjects the Portfolio to proportionately higher exposure to the risks of this sector.
Because it invests mainly in international stocks, the Portfolio is subject to:
Currency risk, which is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. Currency risk is especially high in emerging markets.
Conversely, when the U.S. dollar falls in value versus other currencies, returns from international stocks are enhanced because a given sum in foreign currency translates into more U.S. dollars.
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The Portfolio is also subject to:
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. Because the Portfolio may invest a large portion of its assets in securities of companies located in any one country or region, including emerging markets, its performance may be hurt disproportionately by the poor performance of its investments in that area. Country/regional risk is especially high in emerging markets.
| Plain Talk About International Investing |
| U.S. investors who invest abroad will encounter risks not typically associated with U.S. companies because foreign |
| stock and bond markets operate differently from the U.S. markets. For instance, foreign companies and governments |
| are not subject to the same accounting, auditing, legal, tax, and financial-reporting standards and practices as U.S. |
| companies and the U.S. government, and their stocks and bonds may not be as liquid as those of similar U.S. entities. In |
| addition, foreign stock exchanges, brokers, companies, bond markets, and dealers may be subject to less government |
| supervision and regulation than their counterparts in the United States. These factors, among others, could negatively |
| affect the returns U.S. investors receive from foreign investments. |
Returns of international stocks can be as volatile as—or more volatile than—returns of U.S. stocks. 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 in the table do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
| Foreign Stock Market Returns | ||||
| (1970–2016) | ||||
| 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 | 10.8 | 9.4 | 9.7 | 9.9 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1970 through 2016. 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 Portfolio 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 foreign markets—a well as for the U.S. market for comparison—from 2007 through 2016, as measured by their respective indexes.
| 64 | ||||
| Returns for Various Stock Markets1 | ||||
| European | Pacific | Emerging | U.S. | |
| Market2 | Market2 | Markets2 | Market | |
| 2007 | 13.86% | 5.30% | 39.39% | 5.49% |
| 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 |
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 companys country of incorporation applicable to institutional investors.
The Portfolio may invest in foreign issuers through American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), or similar investment vehicles. The Portfolio may also invest in convertible securities.
REIT Index Portfolio
The REIT Index Portfolio uses an indexing investment approach. The Portfolio attempts to replicate the MSCI US REIT Index by investing all, or substantially all, of its assets in the stocks that make up the Index, holding each stock in approximately the same proportion as its weighting in the Index.
| Plain Talk About REITs |
| Rather than directly owning propertieswhich can be costly and difficult to convert into cash when neededsome |
| investors buy shares in a company that owns and manages real estate. Such a company is known as a real estate |
| investment trust, or REIT. Unlike corporations, REITs do not have to pay income taxes if they meet certain Internal |
| Revenue Code requirements. To qualify, a REIT must distribute at least 90% of its taxable income to its shareholders |
| and receive at least 75% of that income from rents, mortgages, and sales of property. REITs offer investors greater |
| liquidity and diversification than direct ownership of a handful of properties. REITs also offer the potential for higher |
| income than an investment in common stocks would provide. As with any investment in real estate, however, a REITs |
| performance depends on several factors, such as the companys ability to find tenants for its properties, to renew |
| leases, and to finance property purchases and renovations. That said, returns from REITs may not correspond to returns |
| from direct property ownership. |
The Portfolio holds each stock contained in the MSCI US REIT Index in approximately the same proportion as its weighting in the Index. For example, if 5% of the MSCI US REIT Index were made up of the stock of a specific REIT, the Portfolio would invest 5% of its assets in that stock.
Because it invests in stocks of REITs, the Portfolio is subject to several risks in addition to general stock market risk. These risks include:
Industry concentration risk, which is the chance that the stocks of REITs will decline because of adverse developments affecting the real estate industry and real property values. Because the Portfolio concentrates its assets in REIT stocks, industry concentration risk is high.
Interest rate risk, which is the chance that REIT stock prices overall will decline, and that the cost of borrowing for REITs will increase because of rising interest rates. Interest rate risk is high for the Portfolio.
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In general, during periods of high interest rates, REITs may lose some of their appeal for investors who may be able to obtain higher yields from other income-producing investments, such as long-term bonds. Higher interest rates also mean that financing for property purchases and improvements are more costly and difficult to obtain.
| Plain Talk About Types of REITs |
| An equity REIT generally owns properties directly. Equity REITs typically generate income from rental and lease |
| payments, and they offer the potential for growth from property appreciation as well as occasional capital gains from the |
| sale of property. A mortgage REIT makes loans to commercial real estate developers. Mortgage REITs earn interest |
| income and are subject to credit risk (i.e., the chance that a developer will fail to repay a loan). A hybrid REIT holds |
| properties and mortgages. The Portfolio invests in equity REITs only, and not in other types of REITs. |
Because of its emphasis on REIT stocks, the Portfolio’s performance may, at times, be linked to the ups and downs of the real estate market. In general, real estate values can be affected by a variety of factors, including, but not limited to, supply and demand for properties, the economic health of the nation as well as different regions, and the strength of specific industries that rent properties. Ultimately, an individual REIT’s performance depends on the types and locations of the properties it owns and on how well the REIT manages its properties. For instance, 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. Loss of IRS status as a qualified REIT may also affect an individual REIT’s performance. In addition, many real estate issuers, including REITs, utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect the issuer’s operations and market value in periods of rising interest rates.
The MSCI US REIT Index is made up of the stocks of publicly traded equity REITs that meet certain criteria. For example, to be included in the Index, a REIT must meet a minimum market capitalization threshold and have enough shares and trading volume to be considered liquid. In line with the Index, the Portfolio invests in equity REITs only.
The Fund is subject to asset concentration risk, which is the chance that, because the Fund’s target index (and therefore the Fund) tends to be heavily weighted in its ten largest holdings, the Fund’s performance may be hurt disproportionately by the poor performance of relatively few stocks.
As of December 31, 2016, 155 equity REITs were included in the Index. The Index is rebalanced quarterly, except when a merger, acquisition, or similar corporate action dictates same-day rebalancing. On a quarterly basis, current stocks are tested for continued compliance with the guidelines of the Index. A REIT may be removed from the Index because of a decline in market capitalization, because it becomes illiquid, or because of other changes in its status. REITs in the MSCI US REIT Index tend to be small- and mid-capitalization stocks. Like small- and mid-cap stocks in general, REIT stocks tend to be more volatile than the large-cap stocks that dominate the overall stock market. REIT stocks tend to have a significant amount of dividend income, which can reduce the impact of this volatility. However, the Portfolio is subject to additional risk because of the concentration in the real estate sector. This focus on a single sector may result in more risk than that for a more diversified, multi-sector portfolio.
Stocks in the MSCI US REIT Index represent a broadly diversified range of property types. The makeup of the Portfolio, as of December 31, 2016, was as follows.
| Portfolio Allocation by | |
| REIT type | Percentage of Portfolio |
| Retail | 22.4% |
| Specialized | 16.2 |
| Residential | 15.9 |
| Office | 13.5 |
| Health Care | 12.0 |
| Diversified | 7.3 |
| Industrial | 6.5 |
| Hotel & Resort | 6.2 |
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Additional Information
Substituting Target Indexes
Each index Portfolio reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Portfolios agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Portfolios board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Mortgage-Backed Securities and Prepayment Risk
Prepayment risk is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by a portfolio. The portfolio would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Portfolios income. Such prepayments and subsequent reinvestments would also increase the Portfolios turnover rate.
The Total Bond Market Index Portfolio may invest a portion of its assets in mortgage-backed securities that represent interests in underlying pools of mortgages. Unlike ordinary bonds, which generally pay a fixed rate of interest at regular intervals and then repay principal upon maturity, mortgage-backed securities pass through both interest and principal from underlying mortgages as part of their regular payments. Because the mortgages underlying the securities can be prepaid at any time by homeowners or corporate borrowers, mortgage-backed securities are subject to prepayment risk. These types of securities are issued by a number of government agencies, including the GNMA, the FHLMC, and the FNMA. Mortgage-backed securities issued by the GNMA are guaranteed by the full faith and credit of the U.S. government as to the timely payment of principal and interest; those issued by other government agencies or private corporations are not.
The Portfolio may also invest in conventional mortgage-backed securitieswhich are packaged by private corporations and are not guaranteed by the U.S. governmentand enter into mortgage-dollar-roll transactions. In a mortgage-dollar-roll transaction, the Portfolio sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Portfolios returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Portfolios turnover rate. Mortgage dollar rolls will be used only to the extent that they are consistent with the Portfolios investment objective and risk profile.
Because the Conservative and Moderate Allocation Portfolios invest approximately 60% and 40%, respectively, of their assets in fixed-income securities, the Allocation Portfolios are indirectly subject to prepayment risk.
The Short-Term Investment-Grade and Balanced Portfolios may invest a portion of their assets in mortgage-backed securities. Prepayment risk should be low for both Portfolios. The High-Yield Bond Portfolio is subject to prepayment risk on fixed and floating rate loans.
Other Investment Policies and Risks
Collateralized Mortgage Obligations
The Balanced and Total Bond Market Index Portfolios may also invest in relatively conservative classes of collateralized mortgage obligations (CMOs), which offer a high degree of cash-flow predictability and a low level of vulnerability to mortgage prepayment risk. To reduce credit risk, these less-risky classes of CMOs are purchased only if they are issued by agencies of the U.S. government or issued by private companies that carry high-quality investment-grade ratings.
Convertible Securities
The Short-Term Investment-Grade, International, and Balanced Portfolios may also invest in convertible securities.
Exchange-Traded Funds and ETF Shares
Each of the Balanced, Diversified Value, Total Stock Market Index, Equity Income, Growth, Small Company Growth, and International Portfolios may invest a small portion of its assets in equity futures and the Balanced, Short-Term Investment-Grade, and Total Bond Market Index Portfolios may invest a small portion of their assets in fixed income futures. Equity futures and fixed income futures are types of derivatives. Each of these portfolios may also invest a small portion of its assets in shares of stock or bond exchange-traded funds (ETFs). These futures and ETFs typically provide returns similar to those of the stocks or bonds listed in an index, or in a subset of an index tracked by a Portfolio. Portfolios may also purchase futures or ETFs when doing so will reduce a Portfolios transaction costs, facilitate cash management, mitigate risk, or have
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the potential to add value because the instruments are favorably priced. Vanguard receives no additional revenue from Portfolio assets invested in ETF Shares of other Vanguard funds. Portfolio assets invested in ETF Shares are excluded when allocating to the Portfolio its share of the costs of Vanguard operations.
Derivatives
Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR).
Each Portfolio may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities or assets.
| Plain Talk About Derivatives |
| Derivatives can take many forms. Some forms of derivativessuch as exchange-traded futures and options on |
| securities, commodities, or indexeshave been trading on regulated exchanges for decades. These types of derivatives |
| are standardized contracts that can easily be bought and sold and whose market values are determined and published |
| daily. Non-exchange-traded derivatives (such as certain swap agreements and foreign currency exchange forward |
| contracts), on the other hand, tend to be more specialized or complex and may be more difficult to accurately value. |
Total Bond Market Index, Short-Term Investment-Grade, and High Yield Bond Portfolios
The Total Bond Market Index, Short-Term Investment-Grade, and High Yield Bond Portfolios may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of each Portfolio as disclosed in this prospectus. In particular, derivatives will be used only where they may help the advisor invest in eligible asset classes with greater efficiency and lower cost than is possible through direct investment; add value when these instruments are attractively priced; or adjust sensitivity to changes in interest rates; and in addition, for the Short-Term Investment-Grade and High Yield Bond Portfolios only, hedge foreign currency exposure, hedge foreign interest rate exposure, adjust the overall credit risk of the Portfolios or actively overweight or underweight credit risk to specific bond issuers. The Portfolios derivative investments may include fixed income futures contracts; fixed income options, including options on swaps; interest rate swaps; total return swaps; credit default swaps; currency swaps; foreign currency exchange forwards; or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a portfolio. Similar risks exist for other types of derivatives.
Balanced Portfolio
The Balanced Portfolio may invest a portion of its total assets in bond futures contracts, options, straddles, credit swaps, interest rate swaps, total rate of return swaps, and other types of derivatives. The Portfolio will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Other Portfolios (Excluding the Money Market Portfolio)
All of the other Portfolios (excluding the Money Market Portfolio) may invest, to a limited extent, in futures, total return swaps, and options contracts, which are types of derivatives. These Portfolios will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns. The Total Stock Market Index, Equity Index, Mid-Cap Index, and REIT Index Portfolios use futures only for the purpose of tracking their target indexes.
The Balanced, Equity Income, Diversified Value, Growth, Small Company Growth, Capital Growth, and International Portfolios 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. Managers of Portfolios that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent a Portfolios securities from falling in value as a result of risks other than unfavorable currency exchange movements.
Cash Management
Each Portfolios daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Portfolio bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Portfolio assets invested in a Vanguard CMT Fund.
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Temporary Investment Measures
Each Portfolio (except the Money Market Portfolio and the Allocation Portfolios) may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Portfolios best interest, so long as the alternative is consistent with the Portfolios investment objective. For instance, the Portfolio may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Portfolios objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Portfolio receives large cash flows that it cannot prudently invest immediately (applicable to all Portfolios other than the Allocation Portfolios) or if the Portfolio is transitioning assets from one advisor to another (applicable to all Portfolios except the Total Bond Market Index, Total Stock Market Index, Equity Index, Mid-Cap Index, REIT Index, and Allocation Portfolios).
In addition, each Portfolio, other than the five index Portfolios and the Allocation Portfolios, may take temporary defensive positions that are inconsistent with its normal investment policies and strategiesfor instance, by allocating substantial assets to cash equivalent investments or other less volatile instrumentsin response to adverse or unusual market, economic, political, or other conditions. In doing so, the Portfolio 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 a funds shares and price movement in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by an investor 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 investors, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to Address Frequent Trading
The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund investors. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Certain Vanguard funds charge investors purchase and/or redemption fees on transactions.
You may purchase or sell Portfolio shares through a contract offered by an insurance company. When insurance companies establish omnibus accounts in a Portfolio for their clients, we cannot monitor the individual clients trading activity. However, we review trading activity at the omnibus account level, and we look for activity that may indicate potential frequent trading or market-timing. If we detect suspicious trading activity, we will seek the assistance of the insurance company to investigate that trading activity and take appropriate action, including prohibiting additional purchases of portfolio shares by a client. Insurance companies may apply frequent-trading policies that differ from one another. Please read the insurance company contract and program materials carefully to learn of any rules or fees that may apply.
See the accompanying prospectus for the annuity or insurance program through which Portfolio shares are offered for further details on transaction policies.
Each Portfolio (other than the Money Market Portfolio), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section of this prospectus and the prospectuses of the underlying funds of the funds of funds, respectively. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
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Turnover Rate
A mutual funds turnover rate is a measure of its trading activity. The Portfolios may sell securities regardless of how long they have been held. The turnover rates for the Portfolios can be found in the Financial Highlights section of this prospectus, except for the Money Market Portfolio, whose turnover rate is not meaningful because of the very short-term nature of its holdings. A turnover rate of 100%, for example, would mean that a Portfolio had sold and replaced securities valued at 100% of its net assets within a one-year period. The increase in turnover rate for the Diversified Value Portfolio and the Small Company Growth Portfolio during the most recent fiscal year was primarily the result of shifts in market dynamics. For the Small Company Growth Portfolio there was the additional factor of a change in the portfolio managers.
| Plain Talk About Turnover Rate |
| Before investing in a mutual fund, you should review its turnover rate. This gives an indication of how transaction costs, |
| which are not included in a funds expense ratio, could affect the funds future returns. In general, the greater the volume |
| of buying and selling by the fund, the greater the impact that brokerage commissions, and other transaction costs will |
| have on its return. Also, funds with high turnover rates may be more likely to generate capital gains, including short-term |
| capital gains, that must be distributed to shareholders and will be taxable to shareholders investing through a taxable |
| account. |
The Portfolios and Vanguard
Vanguard Variable Insurance Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $3.6 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
The Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios are funds of funds. According to an agreement applicable to these Portfolios and Vanguard, each Portfolios direct expenses will be offset by Vanguard for (1) the Portfolios contributions to the costs of operating the underlying Vanguard funds in which the Portfolio invests and (2) certain savings in administrative and marketing costs that Vanguard expects to derive from the Portfolios operation.
The Portfolios trustees believe that the offsets should be sufficient to cover most, if not all, of the direct expenses incurred by the Portfolios. As a result, each Portfolio is expected to operate at a very low or zero direct expense ratio. Since their inceptions, the Portfolios, in fact, have incurred no direct net expenses. Although the Portfolios are not expected to incur any net expenses directly, the Portfolios shareholders indirectly bear the expenses of the underlying Vanguard funds.
| Plain Talk About Vanguards Unique Corporate Structure |
| The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by the funds it oversees and thus |
| indirectly by the shareholders in those funds. Most other mutual funds are operated by management companies that |
| may be owned by one person, by a private group of individuals, or by public investors who own the management |
| companys stock. The management fees charged by these companies include a profit component over and above the |
| companies cost of providing services. By contrast, Vanguard provides services to its member funds on an at-cost basis, |
| with no profit component, which helps to keep the funds expenses low. |
Investment Advisors
The Vanguard Group, Inc.
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, provides investment advisory services to 11 of the Portfolios of Vanguard Variable Insurance Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund. As of December 31, 2016, Vanguard managed approximately $3.1 trillion in assets.
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Vanguard, through its Fixed Income Group, provides investment advisory services for the Money Market, Short-Term Investment-Grade, and Total Bond Market Index Portfolios. The managers primarily responsible for the day-to-day management of these Portfolios are: William D. Baird, Portfolio Manager at Vanguard. He has worked in investment management since 1988, has managed investment portfolios since 1993, and has co-managed the Total Bond Market Index Portfolio since joining Vanguard in 2008. Education: B.A., Rutgers University; M.B.A., Stern School of Business at New York University.
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguards Fixed Income Indexing Americas. He has been with Vanguard since 1998, has worked in investment management since 1999, has managed investment portfolios since 2005, and has co-managed the Total Bond Market Index Portfolio since 2013. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
John C. Lanius, Portfolio Manager at Vanguard. He has been with Vanguard since 1996, has worked in investment management since 1997, and has managed investment portfolios, including the Money Market Portfolio, since 2004. Education: B.A., Middlebury College.
Gregory S. Nassour, CFA, Principal of Vanguard. He has been with Vanguard since 1992, has worked in investment management since 1994, has managed investment portfolios since 2001, and has managed the Short-Term Investment-Grade Portfolio since 2002. Education: B.S., West Chester University; M.B.A., St. Josephs University.
For the fiscal year ended December 31, 2016, the Money Market Portfolios advisory expenses represented an effective annual rate of less than 0.01% of the Portfolios average net assets.
For the fiscal year ended December 31, 2016, the Short-Term Investment-Grade Portfolios advisory expenses represented an effective annual rate of 0.01% of the Portfolios average net assets.
For the fiscal year ended December 31, 2016, the Total Bond Market Index Portfolios advisory expenses represented an effective annual rate of 0.01% of the Portfolios average net assets.
Vanguard, through its Equity Index Group, provides investment advisory services for the Equity Index, Mid-Cap Index, and REIT Index Portfolios. The Equity Index Group also provides investment advisory services for the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios, the funds of funds, by (1) maintaining each Portfolios allocation to its underlying investments, and (2) providing investment advisory services to those underlying funds. The managers primarily responsible for the day-to-day management of these Portfolios are: Donald M. Butler, CFA, Principal of Vanguard. He has been with Vanguard since 1992, has managed investment portfolios since 1997, has managed the Mid-Cap Index Portfolio since its inception in 1999 (co-managed since 2016), and has co-managed the Equity Index Portfolio since 2016. Education: B.S.B.A., Shippensburg University.
William Coleman, CFA, Portfolio Manager at Vanguard. He has worked in investment management since joining Vanguard in 2006, and has co-managed the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios since 2013. Education: B.S., Kings College; M.S., Saint Josephs University.
Scott E. Geiger, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2006, has managed investment portfolios and has co-managed the Equity Index Portfolio since 2016. Education: B.S., Millersville University.
Michael A. Johnson, Portfolio Manager at Vanguard. He has been with Vanguard since 1999, has managed investment portfolios since 2010, and has co-managed the Mid-Cap Index Portfolio since 2016. Education: B.S.B.A., Shippensburg University.
Walter Nejman, Portfolio Manager at Vanguard. He has been with Vanguard since 2005, has worked in investment management since 2008, has co-managed the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios since 2013, and has co-managed the REIT Index Portfolio since 2016. Education: B.A., Arcadia University; M.B.A., Villanova University.
Gerard C. OReilly, Principal of Vanguard. He has been with Vanguard since 1992, has managed investment portfolios since 1994, and has managed the REIT Index Portfolio since its inception in 1999 (co-managed since 2016). Education: B.S., Villanova University.
Vanguard, through its Quantitative Equity Group, provides investment advisory services for the Equity Income and Small Company Growth Portfolios. The managers primarily responsible for the day-to-day management of these Portfolios are:
Michael R. Roach, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 1998, has worked in investment management since 2001, and has co-managed a portion of the Equity Income and Small Company Growth Portfolios since 2012. Education: B.S., Bloomsburg University; M.S., Drexel University.
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James P. Stetler, Principal of Vanguard. He has been with Vanguard since 1982; has worked in investment management since 1996; has managed investment portfolios, including a portion of the Equity Income Portfolio, since 2003 (co-managed since 2012); and has managed a portion of the Small Company Growth Portfolio since 2008 (co-managed since 2012). Education: B.S., Susquehanna University; M.B.A., Saint Josephs University.
Binbin Guo, Ph.D., Principal of Vanguard and head of Equity Research and Portfolio Strategies of Vanguards Quantitative Equity Group. He oversees the quantitative research team and develops portfolio strategies for equity and alternative asset classes. He has been with Vanguard since 2007 and has co-managed a portion of the Equity Income and Small Company Growth Portfolios since 2016. Education: B.S. and M.S., Tsinghua University, China; Ph.D. and M.Phil., Yale University.
For the fiscal year ended December 31, 2016, the Equity Index Portfolios advisory expenses represented an effective annual rate of 0.01% of the Portfolios average net assets.
For the fiscal year ended December 31, 2016, the Mid-Cap Index Portfolios advisory expenses represented an effective annual rate of 0.01% of the Portfolios average net assets.
For the fiscal year ended December 31, 2016, the REIT Index Portfolios advisory expenses represented an effective annual rate of 0.01% of the Portfolios average net assets.
Vanguard employs eight independent investment advisors to manage eight of the Portfolios of Vanguard Variable Insurance Fund.
Wellington Management Company LLP
Wellington Management Company LLP (Wellington Management), 280 Congress Street, Boston, MA 02210, provides investment advisory services for the High Yield Bond, Balanced, Equity Income, and Growth Portfolios. Wellington Management is a Delaware limited liability partnership and an investment counseling firm that provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of December 31, 2016, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $979 billion in assets. The firm manages each Portfolio subject to the supervision and oversight of Vanguard and the Funds board of trustees.
The managers primarily responsible for the day-to-day management of these Portfolios are:
Edward P. Bousa, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has worked in investment management since 1984, has managed assets for Wellington Management and has assisted in the management of the Balanced Portfolio since 2000, and has managed the stock portion of the Balanced Portfolio since 2003. Education: B.A., Williams College; M.B.A., Harvard Business School.
Michael L. Hong, CFA, Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has been a member of the high yield team at Wellington since 1998 and has managed the High Yield Bond Portfolio since 2008. Education: A.B., Harvard College.
John C. Keogh, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has worked in investment management since 1979, has been with Wellington Management since 1983, and has managed the bond portion of the Balanced Portfolio since 2003 (co-managed since 2017). Education: B.A., Tufts University.
Loren L. Moran, CFA, Managing Director and Fixed Income Portfolio Manager of Wellington Management. She has worked in investment management since 2006, has been with Wellington Management since 2014, and has co-managed the bond portion of the Balanced Portfolio since 2017. Education: B.S., Georgetown University.
W. Michael Reckmeyer, III, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has worked in investment management since 1984, has been with Wellington Management since 1994, and has managed a portion of the Equity Income Portfolio since 2007. Education: B.S. and M.B.A., University of Wisconsin.
Andrew J. Shilling, CFA, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has worked in investment management for Wellington Management since 1994, has managed investment portfolios since 2000, and has managed a portion of the Growth Portfolio since 2010. Education: B.A., Amherst College; M.B.A., Tuck School of Business, Dartmouth College.
Michael E. Stack, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has worked in investment management since 1994, has been with Wellington Management since 2000, and has co-managed the bond portion of the Balanced Portfolio since 2017. Education: B.A., University of Virginia.
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Wellington Managements advisory fee for the High Yield Bond Portfolio is paid quarterly and is a percentage of average daily net assets under management during the most recent fiscal quarter.
The Balanced Portfolio 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 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 Portfolio relative to that of a Composite Stock/Bond Index over the preceding 36-month period. The Index is a composite benchmark, weighted 65% in the Standard & Poors 500 Index and 35% in the Bloomberg Barclays U.S. Credit A or Better Bond Index. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease.
For the fiscal year ended December 31, 2016, the advisory fee paid to Wellington Management with respect to the High Yield Bond Portfolio represented an effective annual rate of 0.06% of the Portfolios average net assets.
For the fiscal year ended December 31, 2016, the advisory fee paid to Wellington Management with respect to the Balanced Portfolio represented an effective annual rate of 0.06% of the Portfolios average net assets, before a performance-based decrease of 0.01%.
Wellington Management Company LLP and The Vanguard Group, Inc.
Wellington Management and Vanguards Equity Investment Group each provide investment advisory services for the Equity Income Portfolio. The Portfolio uses a multimanager approach. Each advisor independently manages its assigned portion of the Portfolios assets, subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Portfolio assets to be managed by each advisor and may change these proportions at any time.
The Portfolio 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 performance adjustment, also paid quarterly, is based on the cumulative total return of the advisors portion of the Portfolio relative to that of the FTSE High Dividend Yield Index over the preceding 36-month period. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease. The Portfolio pays Vanguard provides investment advisory services to the Portfolio on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended December 31, 2016, the aggregate advisory fees and expenses represented an effective annual rate of 0.09% of the Equity Income Portfolios average net assets, before a performance-based decrease of 0.01%.
Barrow, Hanley, Mewhinney & Strauss, LLC
Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley), 2200 Ross Avenue, 31st Floor, Dallas, TX 75201, provides investment advisory services for the Diversified Value Portfolio. Barrow, Hanley, an investment advisory firm founded in 1979, managed approximately $92 billion in stock and bond portfolios as of December 31, 2016. Barrow, Hanley manages the Portfolio subject to the supervision and oversight of Vanguard and the Funds board of trustees.
The managers primarily responsible for the day-to-day management of the Diversified Value Portfolio are:
Jeff G. Fahrenbruch, CFA, Managing Director of Barrow, Hanley. He has worked in investment management since 1997, has been with Barrow, Hanley since 2002, has managed investment portfolios since 2012, and has served as a co-manager of the Portfolio since 2013. Education: B.B.A., University of Texas.
David W. Ganucheau, CFA, Managing Director of Barrow, Hanley. He has worked in investment management since 1996, has been with Barrow, Hanley since 2004, has managed investment portfolios since 2012, and has served as a co-manager of the Portfolio since 2013. Education: B.B.A., Southern Methodist University.
The Portfolio 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 performance adjustment, also paid quarterly, is based on the cumulative total return of the Portfolio relative to that of the MSCI US Prime Market 750 Index over the preceding 36-month period. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease.
For the fiscal year ended December 31, 2016, the advisory fee paid to Barrow, Hanley represented an effective annual rate of 0.12% of the Diversified Value Portfolios average net assets, before a performance-based decrease of 0.03%.
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Jackson Square Partners, LLC
Jackson Square Partners, LLC (Jackson Square), 101 California Street, Suite 3750, San Francisco, CA 94111, provides investment advisory services for the Growth Portfolio. As of December 31, 2016, Jackson Squares Focus Growth Team managed approximately $21.9 billion in assets.
The managers primarily responsible for the day-to-day management of the Growth Portfolio are:
Christopher J. Bonavico, CFA, Portfolio Manager and Equity Analyst at Jackson Square. He has worked in investment management since 1988, has managed investment portfolios since joining Jackson Square in 2005, and has co-managed a portion of the Portfolio since 2010. Education: B.S., University of Delaware.
Christopher M. Ericksen, CFA, Portfolio Manager and Equity Analyst at Jackson Square. He has worked in investment management since 1994, has managed investment portfolios since 2004, has been with Jackson Square since 2005, and has co-managed a portion of the Portfolio since 2010. Education: B.S., Carnegie Mellon University.
Daniel J. Prislin, CFA, Portfolio Manager and Equity Analyst at Jackson Square. He has worked in investment management since 1994, has managed investment portfolios since 1996, has been with Jackson Square since 2005, and has co-managed a portion of the Portfolio since 2010. Education: B.S. and M.B.A., University of California at Berkeley.
Jeffrey S. Van Harte, CFA, Chairman and Chief Investment Officer at Jackson Square. He has worked in investment management since 1980, has managed investment portfolios since 1984, has been with Jackson Square since 2005, and has co-managed a portion of the Portfolio since 2010. Education: B.A., California State University at Fullerton.
William Blair Investment Management, LLC
William Blair Investment Management, LLC (William Blair), 222 West Adams Street, Chicago, IL 60606, provides investment advisory services for the Growth Portfolio. William Blair is an independently owned investment management firm formed in 2014 and is affiliated with William Blair & Company, L.L.C., a full-service investment management firm founded in 1935. It manages assets primarily for institutional clients such as mutual funds, public and private employee benefits plans, foundations, and endowments. William Blair and the Investment Management division of William Blair & Company, L.L.C., managed approximately $65 billion in assets as of December 31, 2016.
The managers primarily responsible for the day-to-day management of the Growth Portfolio are:
James Golan, CFA, Partner and Portfolio Manager of William Blair. He has worked in investment management since 1988, has been with William Blair since 2000, has managed investment portfolios since 2005, and has co-managed a portion of the Portfolio since 2010. Education: B.A., DePauw University; M.B.A., J.L. Kellogg Graduate School of Management, Northwestern University.
David Ricci, CFA, Partner and Portfolio Manager of William Blair. He has worked in investment management at William Blair since 1994, has managed investment portfolios since 2005, and has co-managed a portion of the Portfolio since 2011. Education: Sc. B., Brown University; M.B.A., Harvard Business School.
Jackson Square Partners, LLC, Wellington Management Company LLP, and William Blair Investment Management, LLC
Jackson Square, Wellington Management, and William Blair each provide investment advisory services for the Growth Portfolio. The Portfolio uses a multimanager approach. Each advisor independently manages its assigned portion of the Portfolios assets, subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Portfolio assets to be managed by each advisor and may change these proportions at any time.
The Portfolio pays each of its investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Portfolio relative to that of the Russell 1000 Growth Index over the preceding 36-month period (60-month period for William Blair). When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease.
For the fiscal year ended December 31, 2016, the aggregate advisory fees represented an effective annual rate of 0.14% of the Growth Portfolios average net assets, before a performance-based increase of less than 0.01%.
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PRIMECAP Management Company
PRIMECAP Management Company (PRIMECAP), 225 South Lake Avenue, Suite 400, Pasadena, CA 91101, provides investment advisory services to the Capital Growth Portfolio. An investment advisory firm founded in 1983, PRIMECAP also provides investment advisory services to endowment funds, employee benefits plans, mutual funds, and foundations unrelated to Vanguard. PRIMECAP managed approximately $106 billion in assets as of December 31, 2016. PRIMECAP manages the Portfolio subject to the supervision and oversight of Vanguard and the Funds board of trustees.
The managers primarily responsible for the day-to-day management of the Capital Growth Portfolio are:
Theo A. Kolokotrones, Chairman of PRIMECAP. He has worked in investment management since 1970, has managed assets since 1979, has been with PRIMECAP since 1983, and has co-managed the Portfolio since its inception in 2002. Education: B.A., University of Chicago; M.B.A., Harvard Business School.
Joel P. Fried, President of PRIMECAP. He has worked in investment management since 1985, has been with PRIMECAP since 1986, has managed assets since 1987, and has co-managed the Portfolio since its inception in 2002. Education: B.S., University of California, Los Angeles; M.B.A., Anderson Graduate School of Business, University of California, Los Angeles.
Alfred W. Mordecai, Vice Chairman of PRIMECAP. He has worked in investment management and has been with PRIMECAP since 1997, has managed assets since 1999, and has co-managed the Portfolio since its inception in 2002. Education: B.S.E., Duke University; M.E.A., Virginia Polytechnic Institute and State University; M.B.A., Harvard Business School.
M. Mohsin Ansari, Executive Vice President of PRIMECAP. He has worked in investment management and has been with PRIMECAP since 2000, has managed assets since 2007, and has co-managed the Portfolio since 2007. Education: B.A., Colgate University; B.S., Washington University; M.B.A., Harvard Business School.
James Marchetti, Senior Vice President, Portfolio Manager, and Principal of PRIMECAP. He has worked in investment management and has been with PRIMECAP since 2005, has managed assets since 2014, and has co-managed the Portfolio since 2015. Education: B.S., Massachusetts Institute of Technology; M.B.A., MIT Sloan School of Management.
Each of these five individuals manages his portion of the Portfolio autonomously; there is no decision-making by committee. A small portion of the Portfolios assets is co-managed by individuals in PRIMECAPs research department.
PRIMECAPs advisory fee is paid quarterly and is a percentage of average daily net assets under management during the most recent fiscal quarter.
For the fiscal year ended December 31, 2016, the advisory fee paid to PRIMECAP represented an effective annual rate of 0.15% of the Capital Growth Portfolios average net assets.
ArrowMark Colorado Holdings, LLC, and The Vanguard Group, Inc.
ArrowMark Colorado Holdings, LLC, (ArrowMark Partners), 100 Fillmore Street, Suite 325, Denver, CO 80206 and Vanguards Quantitative Equity Group each provide investment advisory services for the Small Company Growth Portfolio.
ArrowMark Partners is an investment advisory firm founded in 2007. As of December 31, 2016, ArrowMark Partners managed approximately $11 billion in assets.
The Portfolio uses a multimanager approach. Each advisor independently manages its assigned portion of the Portfolios assets subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Portfolio assets to be managed by each advisor and may change these proportions at any time.
The managers primarily responsible for the day-to-day management of the ArrowMark Partners portion of the Small Company Growth Portfolio are:
Chad Meade, Partner and Portfolio Manager of ArrowMark Partners. He has worked in investment management since 1998, has managed investment portfolios since 2006, has been with ArrowMark Partners since 2013, and has co-managed a portion of the Portfolio since January 2016. Education: B.S., Virginia Tech.
Brian Schaub, CFA, Partner and Portfolio Manager of ArrowMark Partners. He has worked in investment management since 2000, has managed investment portfolios since 2006, has been with ArrowMark Partners since 2013, and has co-managed a portion of the Portfolio since January 2016. Education: B.A., Williams College.
The Portfolio pays ArrowMark 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 performance adjustment, also paid quarterly, is based on the cumulative total return of the advisors portion of the Portfolio relative to that of the Russell 2500 Growth Index over the preceding 60-month period. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease. Vanguard provides investment advisory services to the Portfolio on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
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For the fiscal year ended December 31, 2016, the aggregate advisory fees and expenses represented an effective annual rate of 0.15% of the Small Company Growth Portfolios average net assets.
Baillie Gifford Overseas Ltd. and Schroder Investment Management North America Inc.
Baillie Gifford Overseas Ltd. (Baillie Gifford), Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland and Schroder Investment Management North America Inc. (Schroders), 875 Third Avenue, 22nd Floor, New York, NY 10022-6225 each provide investment advisory services for the International Portfolio.
Baillie Gifford is an investment advisory firm founded in 1983. It is wholly owned by a Scottish investment company, Baillie Gifford & Co., which was founded in 1908. Baillie Gifford & Co. is one of the largest independently owned investment management firms in the United Kingdom and manages money primarily for institutional clients. Baillie Gifford began managing a portion of the Portfolio in 2003. As of December 31, 2016, Baillie Gifford & Co. had assets under management that totaled approximately $180 billion.
Schroders is a registered investment advisor that is part of a worldwide group of financial services companies that are wholly owned by Schroders plc. Schroders currently serves as investment advisor to the Portfolio, other mutual funds, and a broad range of institutional investors. As of December 31, 2016, Schroders plc, together with its affiliated companies, managed approximately $467 billion in assets. Schroder Investment Management North America Ltd. (Schroder Limited), 31 Gresham Street, London, EC2V 7QA, England, serves as the sub-advisor for the Schroders portion of the Portfolio.
The Portfolio uses a multimanager approach to investing its assets. Each advisor independently manages its assigned portion of the Portfolios assets, subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Portfolio assets to be managed by each advisor and may change these proportions at any time.
The managers primarily responsible for the day-to-day management of the International Portfolio are:
James K. Anderson, Partner of Baillie Gifford & Co., which is the 100% owner of Baillie Gifford, and Head of Global Equities. He has managed assets with Baillie Gifford since 1985 and has managed a portion of the Portfolio since 2003 (co-managed since 2013). Education: B.A., University College, Oxford; Diploma, Bologna Center of Johns Hopkins University; M.A., Carleton Ottawa University.
Thomas Coutts, Partner of Baillie Gifford & Co., which is the 100% owner of Baillie Gifford. He has worked in investment management with Baillie Gifford since 1999, has managed investment portfolios since 2001, and has co-managed a portion of the Portfolio since December 2016. Education: B.A., Trinity College, Oxford.
Simon Webber, CFA, Portfolio Manager at Schroders. He has worked in investment management since 1999, has managed assets for Schroders since 2001, and has managed a portion of the Portfolio since 2009. Education: B.Sc. from the University of Manchester.
The Portfolio pays each of its investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Portfolio relative to that of the MSCI ACWI ex USA Index over the preceding 36-month period. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease.
Schroders pays 59% of its advisory fee to Schroder Limited for providing sub-advisory services.
For the fiscal year ended December 31, 2016, the aggregate advisory fees represented an effective annual rate of 0.15% of the International Portfolios average net assets, before a performance-based increase of 0.03%.
All Investment Advisors
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement or hire a new investment advisoreither as a replacement for an existing advisor or as an additional advisor. Any significant change in a Portfolios advisory arrangements will be communicated to shareholders in writing. In addition, as the Funds sponsor and overall manager, The Vanguard Group may provide additional investment advisory services to any Portfolio, 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 investment advisory agreement be revised.
For a discussion of why the board of trustees approved each Portfolios investment advisory arrangements, see the Vanguard Variable Insurance Funds most recent semiannual report to shareholders covering the fiscal period ended June 30.
The Funds Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Portfolios.
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Taxes
Each Portfolio normally distributes its net investment income and net realized short-term or long-term capital gains, if any, to its shareholders, which are the insurance company separate accounts that fund your variable annuity or variable life insurance contract. The tax consequences to you of your investment in a Portfolio depend on the provisions of the annuity or life insurance contract through which you invest; please refer to the prospectus of such contract for more information.
Each Portfolio intends to operate in such a manner that a separate account investing only in Portfolio shares will result in the variable annuity and variable life insurance contracts supported by that account receiving favorable tax treatment. This favorable treatment means that you will generally not be taxed on Portfolio distributions or proceeds on dispositions of Portfolio shares received by the separate account funding your contract. In order to qualify for this favorable treatment, the insurance company separate accounts that invest in the Portfolios must satisfy certain requirements. If a Portfolio funding your contract does not meet such requirements, your contract could lose its favorable tax treatment and income and gain allocable to your contract could be taxable currently to you. Also, if the IRS were to determine that contract holders have an impermissible level of control over the investments funding their contracts, your contract could lose its favorable tax treatment and income and gain allocable to your contract could be taxable currently to you. Please see the Vanguard Variable Insurance Funds Statement of Additional Information for more information.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus liabilities, of a Portfolio by the number of Portfolio shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Portfolios do not sell or redeem shares. However, on those days the value of a Portfolios assets may be affected to the extent that the Portfolio holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open). The underlying Vanguard funds in which the Total Stock Market Index and Allocation Portfolios invest also do not calculate their NAV on days when the NYSE is closed but the value of their assets may be affected to the extent that they hold securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard portfolio are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Debt securities held by a Vanguard portfolio are valued based on information furnished by an independent pricing service or market quotations. When a portfolio determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). The investments held by the Money Market Portfolio are valued on the basis of amortized cost. The values of any foreign securities held by a portfolio 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 portfolio are based on the NAVs of the shares. The values of any ETF shares or closed-end fund shares held by a portfolio are based on the market value of the shares.
A portfolio also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the portfolios 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 portfolios pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement), or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the portfolios pricing time or if a security does not trade in the course of a day, and (2) the portfolio holds enough of the security that its price could affect the portfolios NAV. A portfolio may use fair-value pricing with respect to its fixed income securities on bond market holidays when the portfolio is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a Portfolio to calculate its NAV may differ from quoted or published prices for the same securities. Fair-value pricing is not used by the Money Market Portfolio. The prospectuses for the underlying funds in which the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios invest explain the circumstances under which the underlying funds will use fair-value pricing and the effects of doing so.
77
Although the stable share price is not guaranteed, the NAV of the Money Market Portfolio is expected to remain at $1 per share. Instruments are purchased and managed with that goal in mind.
Each Portfolios NAV is used to determine the unit value for the annuity or life insurance program through which you invest. For more information on unit values, please refer to the accompanying prospectus of the insurance company that offers your annuity or life insurance program.
78
Financial Highlights
The following financial highlights tables are intended to help you understand each Portfolio’s financial performance for the periods shown, and certain information reflects financial results for a single Portfolio share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Portfolio (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 Portfolios’ financial statements, is included in the Vanguard Variable Insurance 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.
Yields and total returns presented for the Portfolios are net of the Portfolios’ operating expenses, but do not take into account charges and expenses attributable to the annuity or life insurance program through which you invest. The expenses of the annuity or life insurance program reduce the returns and yields you ultimately receive, so you should bear those expenses in mind when evaluating the performance of the Portfolios and when comparing the yields and returns of the Portfolios with those of other mutual funds.
| Plain Talk About How to Read the Financial Highlights Tables |
| This explanation uses the Money Market Portfolio as an example. The Portfolio began fiscal year 2016 with a net asset |
| value (share price) of $1.00 per share. During the year, the Portfolio earned $0.005 per share from investment income |
| (interest). Shareholders received $0.005 per share in the form of dividend distributions. |
| The earnings ($0.005 per share) minus the distributions ($0.005 per share) resulted in a share price of $1.00 at the end of |
| the year. For a shareholder who reinvested the distributions in the purchase of more shares, the total return from the |
| Portfolio was 0.48% for the year. |
| As of December 31, 2016, the Portfolio had approximately $1 billion in net assets. For the year, its expense ratio was |
| 0.16% ($1.60 per $1,000 of net assets), and its net investment income amounted to 0.46% of its net assets. |
| Money Market Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 |
| Investment Operations | |||||
| Net Investment Income | .005 | .001 | .001 | .001 | .001 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | — | — | — | — | — |
| Total from Investment Operations | .005 | .001 | .001 | .001 | .001 |
| Distributions | |||||
| Dividends from Net Investment Income | (.005) | (.001) | (.001) | (.001) | (.001) |
| Distributions from Realized Capital Gains | — | — | — | — | — |
| Total Distributions | (.005) | (.001) | (.001) | (.001) | (.001) |
| Net Asset Value, End of Period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 |
| Total Return | 0.48% | 0.15% | 0.10% | 0.11% | 0.14% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $965 | $1,217 | $1,197 | $1,308 | $1,108 |
| Ratio of Expenses to | |||||
| Average Net Assets1 | 0.16% | 0.06% | 0.06% | 0.06% | 0.06% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.46% | 0.15% | 0.10% | 0.11% | 0.14% |
1 The ratio of total expenses to average net assets before an expense reduction was 0.16%, 0.16%, 0.16%, 0.16%, and 0.16%. See Note B in the Notes to Financial Statements section of the Vanguard Variable Insurance Fund’s annual report dated December 31, 2016.
| Short-Term Investment-Grade Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $10.55 | $10.63 | $10.68 | $10.89 | $10.71 |
| Investment Operations | |||||
| Net Investment Income | .215 | .207 | .187 | .190 | .233 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .068 | (.088) | (.002) | (.075) | .232 |
| Total from Investment Operations | .283 | .119 | .185 | .115 | .465 |
| Distributions | |||||
| Dividends from Net Investment Income | (.203) | (.197) | (.180) | (.235) | (.285) |
| Distributions from Realized Capital Gains | — | (.002) | (.055) | (.090) | — |
| Total Distributions | (.203) | (.199) | (.235) | (.325) | (.285) |
| Net Asset Value, End of Period | $10.63 | $10.55 | $10.63 | $10.68 | $10.89 |
| Total Return | 2.72% | 1.12% | 1.76% | 1.08% | 4.42% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,372 | $1,303 | $1,265 | $1,121 | $1,059 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.16% | 0.16% | 0.20% | 0.20% | 0.20% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.05% | 1.94% | 1.88% | 1.81% | 2.18% |
| Portfolio Turnover Rate | 65% | 74% | 83% | 112% | 79% |
| Total Bond Market Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $11.79 | $12.07 | $11.73 | $12.46 | $12.43 |
| Investment Operations | |||||
| Net Investment Income | .283 | .276 | .281 | .305 | .301 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .007 | (.233) | .397 | (.580) | .183 |
| Total from Investment Operations | .290 | .043 | .678 | (.275) | .484 |
| Distributions | |||||
| Dividends from Net Investment Income | (.277) | (.272) | (.295) | (.315) | (.341) |
| Distributions from Realized Capital Gains | (.033) | (.051) | (.043) | (.140) | (.113) |
| Total Distributions | (.310) | (.323) | (.338) | (.455) | (.454) |
| Net Asset Value, End of Period | $11.77 | $11.79 | $12.07 | $11.73 | $12.46 |
| Total Return | 2.47% | 0.33% | 5.89% | –2.29% | 4.02% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,985 | $2,799 | $2,619 | $2,305 | $2,666 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.15% | 0.15% | 0.19% | 0.19% | 0.20% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.41% | 2.43% | 2.47% | 2.36% | 2.49% |
| Portfolio Turnover Rate1 | 104% | 149% | 118% | 106% | 105% |
| 1 Includes 33%, 61%, 61%, 69%, and 66% attributable to mortgage-dollar-roll activity. | |||||
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| 80 | |||||
| High Yield Bond Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $7.59 | $8.14 | $8.24 | $8.33 | $7.72 |
| Investment Operations | |||||
| Net Investment Income | .397 | .427 | .416 | .458 | .420 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .426 | (.541) | (.061) | (.108) | .641 |
| Total from Investment Operations | .823 | (.114) | .355 | .350 | 1.061 |
| Distributions | |||||
| Dividends from Net Investment Income | (.423) | (.423) | (.455) | (.440) | (.451) |
| Distributions from Realized Capital Gains | — | (.013) | — | — | — |
| Total Distributions | (.423) | (.436) | (.455) | (.440) | (.451) |
| Net Asset Value, End of Period | $7.99 | $7.59 | $8.14 | $8.24 | $8.33 |
| Total Return | 11.35% | –1.58% | 4.40% | 4.35% | 14.30% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $622 | $521 | $534 | $509 | $546 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.28% | 0.28% | 0.29% | 0.29% | 0.29% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 5.44% | 5.41% | 5.24% | 5.51% | 6.10% |
| Portfolio Turnover Rate | 27% | 38% | 35% | 37% | 29% |
| Conservative Allocation Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $23.72 | $24.44 | $23.86 | $22.27 | $20.44 |
| Investment Operations | |||||
| Net Investment Income1 | .527 | .470 | .495 | .514 | .424 |
| Capital Gain Distributions Received1 | .128 | .201 | .130 | .252 | .197 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .728 | (.611) | .971 | 1.229 | 1.268 |
| Total from Investment Operations | 1.383 | .060 | 1.596 | 1.995 | 1.889 |
| Distributions | |||||
| Dividends from Net Investment Income | (.407) | (.387) | (.386) | (.215) | (.041) |
| Distributions from Realized Capital Gains | (.476) | (.393) | (.630) | (.190) | (.018) |
| Total Distributions | (.883) | (.780) | (1.016) | (.405) | (.059) |
| Net Asset Value, End of Period | $24.22 | $23.72 | $24.44 | $23.86 | $22.27 |
| Total Return | 6.02% | 0.20% | 6.91% | 9.06% | 9.25% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $233 | $199 | $160 | $102 | $61 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | — | — | — | — | — |
| Acquired Fund Fees and Expenses | 0.16% | 0.16% | 0.19% | 0.19% | 0.20% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.20% | 1.95% | 2.07% | 2.23% | 1.97% |
| Portfolio Turnover Rate | 14% | 15% | 13% | 37% | 17% |
| 1 Calculated based on average shares outstanding. | |||||
| Moderate Allocation Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $25.80 | $26.63 | $25.72 | $22.82 | $20.47 |
| Investment Operations | |||||
| Net Investment Income1 | .581 | .499 | .521 | .505 | .487 |
| Capital Gain Distributions Received1 | .182 | .282 | .172 | .263 | .276 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 1.112 | (.809) | 1.066 | 2.612 | 1.657 |
| Total from Investment Operations | 1.875 | (.028) | 1.759 | 3.380 | 2.420 |
| Distributions | |||||
| Dividends from Net Investment Income | (.439) | (.417) | (.370) | (.245) | (.064) |
| Distributions from Realized Capital Gains | (.566) | (.385) | (.479) | (.235) | (.006) |
| Total Distributions | (1.005) | (.802) | (.849) | (.480) | (.070) |
| Net Asset Value, End of Period | $26.67 | $25.80 | $26.63 | $25.72 | $22.82 |
| Total Return | 7.55% | –0.16% | 7.03% | 15.02% | 11.84% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $294 | $257 | $198 | $133 | $63 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | — | — | — | — | — |
| Acquired Fund Fees and Expenses | 0.16% | 0.16% | 0.19% | 0.19% | 0.20% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.25% | 1.89% | 2.00% | 2.08% | 2.21% |
| Portfolio Turnover Rate | 14% | 12% | 9% | 21% | 12% |
| 1 Calculated based on average shares outstanding. | |||||
| Balanced Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $22.32 | $23.99 | $23.66 | $20.70 | $18.90 |
| Investment Operations | |||||
| Net Investment Income | .581 | .576 | .569 | .540 | .547 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 1.713 | (.548) | 1.613 | 3.450 | 1.800 |
| Total from Investment Operations | 2.294 | .028 | 2.182 | 3.990 | 2.347 |
| Distributions | |||||
| Dividends from Net Investment Income | (.576) | (.570) | (.555) | (.550) | (.547) |
| Distributions from Realized Capital Gains | (1.008) | (1.128) | (1.297) | (.480) | — |
| Total Distributions | (1.584) | (1.698) | (1.852) | (1.030) | (.547) |
| Net Asset Value, End of Period | $23.03 | $22.32 | $23.99 | $23.66 | $20.70 |
| Total Return | 11.01% | 0.09% | 9.84% | 19.88% | 12.56% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,554 | $2,312 | $2,334 | $2,089 | $1,691 |
| Ratio of Total Expenses to | |||||
| Average Net Assets1 | 0.23% | 0.23% | 0.25% | 0.27% | 0.26% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.66% | 2.53% | 2.50% | 2.52% | 2.86% |
| Portfolio Turnover Rate2 | 33% | 45% | 70% | 31% | 24% |
| 1 Includes performance-based investment advisory fee increases (decreases) of (0.01%), 0.00%, 0.00%, 0.00%, and (0.01%). | |||||
| 2 Includes 0%, 14%, 15%, 19%, and 18% attributable to mortgage-dollar-roll activity. | |||||
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| 82 | |||||
| Equity Income Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $21.22 | $23.04 | $22.36 | $17.63 | $15.93 |
| Investment Operations | |||||
| Net Investment Income | .568 | .597 | .603 | .532 | .481 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 2.361 | (.437) | 1.782 | 4.681 | 1.632 |
| Total from Investment Operations | 2.929 | .160 | 2.385 | 5.213 | 2.113 |
| Distributions | |||||
| Dividends from Net Investment Income | (.583) | (.596) | (.555) | (.483) | (.413) |
| Distributions from Realized Capital Gains | (1.466) | (1.384) | (1.150) | — | — |
| Total Distributions | (2.049) | (1.980) | (1.705) | (.483) | (.413) |
| Net Asset Value, End of Period | $22.10 | $21.22 | $23.04 | $22.36 | $17.63 |
| Total Return | 15.07% | 0.85% | 11.41% | 30.04% | 13.40% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,172 | $940 | $978 | $911 | $672 |
| Ratio of Total Expenses to | |||||
| Average Net Assets1 | 0.30% | 0.31% | 0.32% | 0.32% | 0.33% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.89% | 2.76% | 2.69% | 2.71% | 2.99% |
| Portfolio Turnover Rate | 32% | 36% | 31% | 34% | 28% |
| 1 Includes performance-based investment advisory fee increases (decreases) of (0.01%), (0.01%), 0.00%, 0.00%, and | |||||
| 0.00%. | |||||
| Diversified Value Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $16.55 | $18.65 | $18.10 | $14.31 | $12.57 |
| Investment Operations | |||||
| Net Investment Income | .496 | .471 | .447 | .412 | .358 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 1.468 | (.901) | 1.248 | 3.731 | 1.702 |
| Total from Investment Operations | 1.964 | (.430) | 1.695 | 4.143 | 2.060 |
| Distributions | |||||
| Dividends from Net Investment Income | (.461) | (.466) | (.415) | (.353) | (.320) |
| Distributions from Realized Capital Gains | (.943) | (1.204) | (.730) | — | — |
| Total Distributions | (1.404) | (1.670) | (1.145) | (.353) | (.320) |
| Net Asset Value, End of Period | $17.11 | $16.55 | $18.65 | $18.10 | $14.31 |
| Total Return | 12.96% | –2.45% | 9.83% | 29.40% | 16.50% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,130 | $1,060 | $1,213 | $1,116 | $868 |
| Ratio of Total Expenses to | |||||
| Average Net Assets1 | 0.27% | 0.28% | 0.34% | 0.35% | 0.35% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 3.01% | 2.55% | 2.50% | 2.50% | 2.65% |
| Portfolio Turnover Rate | 34% | 13% | 16% | 20% | 14% |
| 1 Includes performance-based investment advisory fee increases (decreases) of (0.03%), (0.03%), (0.01%), (0.01%), and (0.01%). | |||||
| Total Stock Market Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $32.06 | $33.46 | $32.01 | $25.32 | $23.63 |
| Investment Operations | |||||
| Net Investment Income | .710 | .480 | .5061 | .454 | .442 |
| Capital Gain Distributions Received | .478 | .672 | .4621 | .560 | .858 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 2.598 | (1.019) | 2.717 | 7.116 | 2.488 |
| Total from Investment Operations | 3.786 | .133 | 3.685 | 8.130 | 3.788 |
| Distributions | |||||
| Dividends from Net Investment Income | (.484) | (.433) | (.450) | (.435) | (.428) |
| Distributions from Realized Capital Gains | (1.262) | (1.100) | (1.785) | (1.005) | (1.670) |
| Total Distributions | (1.746) | (1.533) | (2.235) | (1.440) | (2.098) |
| Net Asset Value, End of Period | $34.10 | $32.06 | $33.46 | $32.01 | $25.32 |
| Total Return | 12.56% | 0.37% | 12.29% | 33.28% | 16.33% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,735 | $1,699 | $1,629 | $1,209 | $903 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | — | — | — | — | — |
| Acquired Fund Fees and Expenses | 0.16% | 0.16% | 0.17% | 0.18% | 0.18% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.10% | 1.53% | 1.61% | 1.62% | 1.83% |
| Portfolio Turnover Rate | 9% | 5% | 9% | 17% | 8% |
| 1 Calculated based on average shares outstanding. | |||||
| Equity Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $33.25 | $34.44 | $31.50 | $24.93 | $22.85 |
| Investment Operations | |||||
| Net Investment Income | .704 | .7591 | .587 | .545 | .512 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 3.055 | (.338) | 3.522 | 7.235 | 3.062 |
| Total from Investment Operations | 3.759 | .421 | 4.109 | 7.780 | 3.574 |
| Distributions | |||||
| Dividends from Net Investment Income | (.759) | (.569) | (.555) | (.505) | (.474) |
| Distributions from Realized Capital Gains | (.620) | (1.042) | (.614) | (.705) | (1.020) |
| Total Distributions | (1.379) | (1.611) | (1.169) | (1.210) | (1.494) |
| Net Asset Value, End of Period | $35.63 | $33.25 | $34.44 | $31.50 | $24.93 |
| Total Return | 11.81% | 1.27% | 13.51% | 32.18% | 15.86% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $4,329 | $3,985 | $3,784 | $3,199 | $2,418 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.15% | 0.15% | 0.16% | 0.16% | 0.17% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.08% | 2.31%1 | 1.88% | 1.96% | 2.13% |
| Portfolio Turnover Rate | 7% | 4% | 7% | 8% | 9% |
| 1 Net investment income per share and the ratio of net investment income to average net assets include $0.13 and 0.35%, | |||||
| respectively, resulting from a special dividend from Medtronic plc in January 2015. | |||||
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| 84 | |||||
| Mid-Cap Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $20.76 | $22.49 | $20.77 | $16.13 | $14.49 |
| Investment Operations | |||||
| Net Investment Income | .280 | .291 | .266 | .203 | .205 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 1.814 | (.552) | 2.446 | 5.262 | 2.071 |
| Total from Investment Operations | 2.094 | (.261) | 2.712 | 5.465 | 2.276 |
| Distributions | |||||
| Dividends from Net Investment Income | (.292) | (.268) | (.200) | (.200) | (.178) |
| Distributions from Realized Capital Gains | (1.452) | (1.201) | (.792) | (.625) | (.458) |
| Total Distributions | (1.744) | (1.469) | (.992) | (.825) | (.636) |
| Net Asset Value, End of Period | $21.11 | $20.76 | $22.49 | $20.77 | $16.13 |
| Total Return | 11.11% | –1.43% | 13.59% | 34.93% | 15.82% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,495 | $1,363 | $1,364 | $1,172 | $820 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.19% | 0.19% | 0.24% | 0.25% | 0.26% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.40% | 1.35% | 1.29% | 1.15% | 1.30% |
| Portfolio Turnover Rate | 21% | 23% | 16% | 35% | 23% |
| Growth Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $22.58 | $23.24 | $20.62 | $15.32 | $12.99 |
| Investment Operations | |||||
| Net Investment Income | .115 | .127 | .140 | .089 | .082 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.465) | 1.632 | 2.676 | 5.296 | 2.312 |
| Total from Investment Operations | (.350) | 1.759 | 2.816 | 5.385 | 2.394 |
| Distributions | |||||
| Dividends from Net Investment Income | (.126) | (.141) | (.090) | (.085) | (.064) |
| Distributions from Realized Capital Gains | (2.404) | (2.278) | (.106) | — | — |
| Total Distributions | (2.530) | (2.419) | (.196) | (.085) | (.064) |
| Net Asset Value, End of Period | $19.70 | $22.58 | $23.24 | $20.62 | $15.32 |
| Total Return | –1.08% | 7.98% | 13.79% | 35.28% | 18.43% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $415 | $506 | $446 | $411 | $321 |
| Ratio of Total Expenses to | |||||
| Average Net Assets1 | 0.42% | 0.44% | 0.43% | 0.41% | 0.41% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.53% | 0.57% | 0.65% | 0.50% | 0.58% |
| Portfolio Turnover Rate | 28% | 38% | 39% | 38% | 43% |
1 Includes performance-based investment advisory fee increases (decreases) of 0.00%, 0.03%, 0.01%, (0.01%), and (0.01%).
| Capital Growth Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $26.64 | $27.15 | $23.60 | $17.68 | $15.69 |
| Investment Operations | |||||
| Net Investment Income (Loss) | .374 | .310 | .304 | .219 | .255 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 2.362 | .391 | 3.945 | 6.421 | 2.152 |
| Total from Investment Operations | 2.736 | .701 | 4.249 | 6.640 | 2.407 |
| Distributions | |||||
| Dividends from Net Investment Income | (.318) | (.301) | (.218) | (.250) | (.165) |
| Distributions from Realized Capital Gains | (.698) | (.910) | (.481) | (.470) | (.252) |
| Total Distributions | (1.016) | (1.211) | (.699) | (.720) | (.417) |
| Net Asset Value, End of Period | $28.36 | $26.64 | $27.15 | $23.60 | $17.68 |
| Total Return | 10.84% | 2.62% | 18.43% | 38.48% | 15.47% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $964 | $894 | $829 | $631 | $395 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.36% | 0.36% | 0.40% | 0.41% | 0.41% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.44% | 1.21% | 1.31% | 1.13% | 1.48% |
| Portfolio Turnover Rate | 5% | 5% | 11% | 7% | 6% |
| Small Company Growth Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $20.79 | $24.14 | $26.90 | $20.08 | $17.89 |
| Investment Operations | |||||
| Net Investment Income | .116 | .078 | .085 | .073 | .155 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | 2.547 | (.577) | .610 | 8.674 | 2.462 |
| Total from Investment Operations | 2.663 | (.499) | .695 | 8.747 | 2.617 |
| Distributions | |||||
| Dividends from Net Investment Income | (.074) | (.087) | (.075) | (.160) | (.045) |
| Distributions from Realized Capital Gains | (1.879) | (2.764) | (3.380) | (1.767) | (.382) |
| Total Distributions | (1.953) | (2.851) | (3.455) | (1.927) | (.427) |
| Net Asset Value, End of Period | $21.50 | $20.79 | $24.14 | $26.90 | $20.08 |
| Total Return | 14.94% | –2.75% | 3.38% | 46.54% | 14.65% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,397 | $1,256 | $1,329 | $1,406 | $910 |
| Ratio of Total Expenses to | |||||
| Average Net Assets1 | 0.36% | 0.37% | 0.39% | 0.38% | 0.38% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.58% | 0.33% | 0.34% | 0.32% | 0.78% |
| Portfolio Turnover Rate | 91% | 57% | 43% | 64% | 61% |
| 1 Includes performance-based investment advisory fee increases (decreases) of 0.00%, (0.01%), 0.01%, 0.01%, and 0.02%. | |||||
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| 86 | |||||
| International Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $19.80 | $20.63 | $22.28 | $18.35 | $15.58 |
| Investment Operations | |||||
| Net Investment Income | .2711 | .278 | .4012 | .301 | .324 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .075 | (.394) | (1.736) | 3.909 | 2.792 |
| Total from Investment Operations | .346 | (.116) | (1.335) | 4.210 | 3.116 |
| Distributions | |||||
| Dividends from Net Investment Income | (.280) | (.392) | (.315) | (.280) | (.346) |
| Distributions from Realized Capital Gains | (.326) | (.322) | — | — | — |
| Total Distributions | (.606) | (.714) | (.315) | (.280) | (.346) |
| Net Asset Value, End of Period | $19.54 | $19.80 | $20.63 | $22.28 | $18.35 |
| Total Return | 1.93% | –0.77% | –6.05% | 23.26% | 20.14% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,131 | $2,253 | $2,203 | $2,284 | $1,754 |
| Ratio of Total Expenses to | |||||
| Average Net Assets3 | 0.39% | 0.40% | 0.46% | 0.47% | 0.49% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.40% | 1.37% | 1.89%2 | 1.63% | 1.89% |
| Portfolio Turnover Rate | 29% | 23% | 24% | 22% | 29% |
| 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 $0.061 and 0.28%, | |||||
| respectively, resulting from income received from Vodafone Group plc in the form of cash and shares in Verizon | |||||
| Communications Inc. in February 2014. | |||||
| 3 Includes performance-based investment advisory fee increases (decreases) of 0.03%, 0.03%, 0.03%, 0.03%, and 0.04%. | |||||
| REIT Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2016 | 2015 | 2014 | 2013 | 2012 |
| Net Asset Value, Beginning of Period | $13.77 | $14.17 | $11.87 | $12.12 | $10.90 |
| Investment Operations | |||||
| Net Investment Income | .346 | .358 | .307 | .308 | .264 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .734 | (.032) | 3.061 | .002 | 1.594 |
| Total from Investment Operations | 1.080 | .326 | 3.368 | .310 | 1.858 |
| Distributions | |||||
| Dividends from Net Investment Income | (.375) | (.251) | (.367) | (.255) | (.233) |
| Distributions from Realized Capital Gains | (.995) | (.475) | (.701) | (.305) | (.405) |
| Total Distributions | (1.370) | (.726) | (1.068) | (.560) | (.638) |
| Net Asset Value, End of Period | $13.48 | $13.77 | $14.17 | $11.87 | $12.12 |
| Total Return | 8.36% | 2.22% | 30.11% | 2.33% | 17.46% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,093 | $990 | $1,009 | $655 | $644 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.27% | 0.27% | 0.27% | 0.27% | 0.28% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.55% | 2.60% | 3.96% | 2.50% | 2.36% |
| Portfolio Turnover Rate | 14% | 21% | 11% | 19% | 8% |
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General Information
Each Portfolio of the Vanguard Variable Insurance Fund offers its shares to insurance companies to fund both annuity and life insurance contracts. Because of differences in tax treatment or other considerations, the best interests of various contract owners participating in a Portfolio might at some time be in conflict. The Funds board of trustees will monitor for any material conflicts and determine what action, if any, should be taken.
If the board of trustees determines that continued offering of shares would be detrimental to the best interests of a Portfolios shareholders, the Portfolio may suspend the offering of shares for a period of time. If the board of trustees determines that a specific purchase acceptance would be detrimental to the best interests of the Portfolios shareholders (for example, because of the size of the purchase request or a history of frequent trading by the investor), the Portfolio may reject such a purchase request.
If you wish to redeem money from a Portfolio, please refer to the instructions provided in the accompanying prospectus for the annuity or life insurance program. Shares of the Portfolio may be redeemed on any business day. The redemption price of shares will be at the next-determined net asset value (NAV) per share. Redemption proceeds will be wired to the administrator generally on the day following receipt of the redemption request, but no later than seven calendar days. Contract owners will receive their redemption checks from the administrator.
A Portfolio may suspend the redemption right or postpone payment at times when the New York Stock Exchange is closed or during any emergency circumstances, as determined by the SEC. In connection with a determination by the board of trustees, in accordance with Rule 22e-3 under the Investment Company Act of 1940, a money market fund may suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of the fund. In addition, in accordance with Rule 2a-7 under the Investment Company Act of 1940, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market funds weekly liquid assets fall below established thresholds.
The exchange privilege (your ability to redeem shares from one Portfolio to purchase shares of another Portfolio) may be available to you through your contract. Although we make every effort to maintain the exchange privilege, Vanguard reserves the right to revise or terminate this privilege, limit the amount of an exchange, or reject any exchange, at any time, without notice.
If the board of trustees determines that it would be detrimental to the best interests of a Portfolios remaining shareholders to make payment in cash, the Portfolio may pay redemption proceeds, in whole or in part, by an in-kind distribution of readily marketable securities.
For certain categories of investors, the Portfolio has authorized one or more brokers to accept on its behalf purchase and redemption orders. The brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Portfolios behalf. A Portfolio will be deemed to have received a purchase or redemption order when an authorized broker, or a brokers authorized designee, accepts the order in accordance with the Portfolios instructions. In most cases, for these categories of investors, a contract owners properly transmitted order will be priced at the Portfolios next-determined NAV after the order is accepted by the authorized broker or the brokers designee. The contract owner should review the authorized brokers policies relating to trading in the Vanguard funds.
Please consult the Vanguard Variable Insurance Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Funds portfolio holdings.
88
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Vanguard funds are not sponsored, endorsed, sold, or promoted by the University of Chicago or its Center for Research in Security Prices, and neither the University of Chicago nor its Center for Research in Security Prices makes any representation regarding the advisability of investing in the funds.
THESE FUNDS ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (MSCI), ANY OF ITS AFFILIATES, ANY OF ITS DIRECT OR INDIRECT INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE MSCI PARTIES). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY VANGUARD. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THESE FUNDS OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THESE FUNDS PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THESE FUNDS OR THE ISSUER OR OWNER OF THESE FUNDS. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THESE FUNDS INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THESE FUNDS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE CONSIDERATION INTO WHICH THESE FUNDS ARE REDEEMABLE. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THESE FUNDS IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THESE FUNDS.
ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEES CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THE FUNDS, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
The S&P 500 Index (the Index) is a product of S&P Dow Jone Indices LLC (SPDJI), and has been licensed for use by Vanguard. Standard & Poors® and S&P® are registered trademarks of Standard & Poors 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 Equity Index Portfolio 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 the Vanguard Equity Index Portfolio or any member of the public regarding the advisability of investing in securities generally or in Vanguard Equity Index Portfolio particularly or the ability of the S&P 500 Index to track general market performance. S&P Dow Jones Indices only relationship to Vanguard with respect to the S&P 500 Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500 Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Vanguard or the Vanguard Equity Index Portfolio. S&P Dow Jones Indices have no obligation to take the needs of Vanguard or the owners of Vanguard Equity Index Portfolio into consideration in determining, composing or calculating the S&P 500 Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of the prices, and amount of Vanguard Equity Index Portfolio or the timing of the issuance or sale of Vanguard Equity Index Portfolio or in the determination or calculation of the equation by which Vanguard Equity Index Portfolio is to be converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of Vanguard Equity Index Portfolio. There is no assurance that investment products based on the S&P 500 Index 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 INDEX 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 MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE VANGUARD EQUITY INDEX PORTFOLIO, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX 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.
Vanguard Total Bond Market Index Portfolio is not sponsored, endorsed, issued, sold or promoted by Barclays Risk Analytics and Index Solutions Limited or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Total Bond Market Index Portfolio or any member of the public regarding the advisability of investing in securities generally or in Vanguard Total Bond Market Index Portfolio particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Total Bond Market Index Portfolio with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Total Bond Market Index Portfolio is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Total Bond Market Index Portfolio or any owners or purchasers of the Vanguard Total Bond Market Index Portfolio. Barclays has no obligation to take the needs of Vanguard, Vanguard Total Bond Market Index Portfolio or the owners of Vanguard Total Bond Market Index Portfolio into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Total Bond Market Index Portfolio to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Total Bond Market Index Portfolio.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD TOTAL BOND MARKET INDEX PORTFOLIO OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
©2017 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2017, Barclays. All rights reserved.
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Glossary of Investment Terms
Acquired Fund. Any mutual fund, business development company, closed-end investment company, or other pooled investment vehicle whose shares are owned by a portfolio.
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Average Maturity. The average length of time until bonds held by a portfolio reach maturity and are repaid. In general, the longer the average maturity, the more a portfolios share price fluctuates in response to changes in market interest rates. In calculating average maturity, a portfolio uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, put, refunding, prepayment or redemption provision, or an adjustable coupon rate) will cause the bond to be repaid.
Bloomberg Barclays U.S. 15 Year Credit Bond Index. An index that includes investment-grade corporate and international dollar-denominated bonds with maturities of 1 to 5 years.
Bloomberg Barclays U.S. Aggregate Bond Index. An index that is the broadest measure of the taxable U.S. bond market, including most Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with investment-grade ratings (rated Baa3 or above by Moodys) and maturities of 1 year or more.
Bloomberg Barclays U.S. Aggregate Float Adjusted Index. An index that is the broadest representation of the taxable U.S. bond market, including most U.S. Treasury, agency, corporate, mortgage-backed, asset-backed, and international dollar-denominated issues, all with investment-grade ratings and maturities of 1 year or more. This Index weights its constituent securities based on the value of the constituent securities that are available for public trading, rather than the value of all constituent securities.
Bloomberg Barclays U.S. Corporate High Yield Bond Index. An index that includes mainly corporate bonds with credit ratings at or below Ba1 (Moody's) or BB+ (Standard & Poors); these issues are considered below investment grade.
Bond. A debt security (IOU) issued by a corporation, government, or government agency in exchange for the money the bondholder lends it. In most instances, the issuer agrees to pay back the loan by a specific date and to make regular interest payments until that date.
Capital Gains Distribution. Payment to portfolio shareholders of gains realized on securities that a portfolio has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Citigroup 3-Month U.S. Treasury Bill Index. An index that measures the performance of short-term U.S. government debt securities and accrues income on a monthly basis.
Common Stock. A security representing ownership rights in a corporation.
Composite Stock/Bond Index. An index that is weighted 65% S&P 500 Index and 35% Bloomberg Barclays U.S. Credit A or Better Bond Index.
Conservative Allocation Composite Index. An index that is weighted 42% Bloomberg Barclays U.S. Aggregate Float Adjusted Index, 24% S&P Total Market Index, 18% Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index, and 16% FTSE Global All Cap ex US Index as of April 28, 2017. Previously, the composite was weighted 48% Bloomberg Barclays U.S. Aggregate Float Adjusted Index, 28% S&P Total Market Index, 12% Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index, and 12% FTSE Global All Cap ex US Index from June 3, 2013 through April 27, 2017.
Corporate Bond. An IOU issued by a business that wants to borrow money. As with other types of bonds, the issuer promises to repay the borrowed money by a specific date and generally to make interest payments in the meantime.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
CRSP US Mid Cap Index. A broadly diversified index of stocks of mid-size U.S. Companies.
90
Distributions. Payments to portfolio shareholders of dividend income, capital gains, and return of capital generated by the portfolios investment activities and distribution policies, after expenses.
Dividend Distribution. Payment to portfolio shareholders of income from interest or dividends generated by a portfolios investments.
Dow Jones U.S. Total Stock Market Float Adjusted Index. An index that represents the entire U.S. stock market and tracks more than 5,000 stocks, excluding shares of securities not available for public trading.
Duration. A measure of the sensitivity of bondand bond fundprices to interest rate movements. For example, if a bond has a duration of two years, its price would fall by approximately 2% when interest rates rise by 1%. On the other hand, the bonds price would rise by approximately 2% when interest rates fall by 1%.
Expense Ratio. A portfolios total annual operating expenses expressed as a percentage of the portfolios average net assets. The expense ratio includes management and administrative expenses, but does not include the transaction costs of buying and selling portfolio securities.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specific date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
Float-Adjusted Index. An index that weights its constituent securities based on the value of the constituent securities that are available for public trading, rather than the value of all constituent securities. Some portion of an issuers securities may be unavailable for public trading because, for example, those securities are owned by company insiders on a restricted basis or by a government agency. By excluding unavailable securities, float-adjusted indexes can produce a more accurate picture of the returns actually experienced by investors in the measured market.
FTSE High Dividend Yield Index. An index that tracks common stocks of U.S. companies that have paid above-average dividends for the previous 12 months, excluding REITs.
Fund of Funds. A mutual fund that pursues its objective by investing in other mutual funds.
High-Yield Corporate Composite Index. An index weighted 95% Bloomberg Barclays U.S. High Yield BA/B 2% Issuer Capped Index and 5% Bloomberg Barclays U.S. 15 Year Treasury Bond Index.
Inception Date. The date on which the assets of a portfolio are first invested in accordance with the portfolios investment objective. For portfolios with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a portfolios advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
Liquidity. The degree of a securitys marketability (i.e., how quickly the security can be sold at a fair price and converted to cash).
Median Market Capitalization. An indicator of the size of companies in which a portfolio invests; the midpoint of market capitalization (market price x shares outstanding) of a portfolios stocks, weighted by the proportion of the portfolios assets invested in each stock. Stocks representing half of the portfolios assets have market capitalizations above the median, and the rest are below it.
Moderate Allocation Composite Index. An index that is weighted 36% S&P Total Market Index, 28% Bloomberg Barclays U.S. Aggregate Float Adjusted Index, 24% FTSE Global All Cap ex US Index, and 12% Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index as of April 28, 2017. Previously the composite was weighted 42% S&P Total Market Index, 32% Bloomberg Barclays U.S. Aggregate Float Adjusted Index, 18% FTSE Global All Cap ex US Index, and 8% Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index from June 3, 2013 through April 27, 2017.
Money Market Instruments. Short-term, liquid investments (usually with a maturity of 397 days or less) that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
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Mortgage-Backed Security. A bond or pass-through certificate that represents an interest in an underlying pool of mortgages and is issued by various government agencies or private corporations. Unlike ordinary fixed income securities, mortgage-backed securities include both interest and principal as part of their regular payments.
MSCI ACWI ex USA Index. An index that tracks stock markets in countries included in the MSCI EAFE Index plus Canada and a number of emerging markets, but excluding the United States.
MSCI EAFE Index. An index that tracks more than 1,000 stocks from more than 20 developed markets in Europe and the Pacific Rim.
MSCI US Mid-Cap 450 Index. An index that tracks the stocks of approximately 450 mid-capitalization companies in the U.S. market.
MSCI US REIT Index. An index that represents approximately 85% of the U.S. real estate investment trust market.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
New York Stock Exchange (NYSE). A stock exchange based in New York City that is open for regular trading on business days, Monday through Friday, from 9:30 a.m. to 4 p.m., Eastern time. Net asset values (NAVs) are calculated each business day as of the close of regular trading on the NYSE. In the rare event the NYSE experiences unanticipated trade disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable), generally 4 p.m., Eastern time.
Non-Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a portfolios advisor, to be below investment-grade. These high-risk corporate bonds have a credit-quality rating equivalent to or below Moodys Ba or Standard & Poors BB and are commonly referred to as junk bonds.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Quantitative Process. An assessment of specific measurable factors, such as cost of capital; value of assets; and projections of sales, costs, earnings, and profits. The use of a quantitative process provides a systematic approach to investment decisions and portfolios.
Real Estate Investment Trust (REIT). A company that owns and manages a group of properties, mortgages, or both.
REIT Spliced Index. An index that reflects performance of the MSCI US REIT Index adjusted to include a 2% cash position (Lipper Money Market Average) through April 30, 2009, and performance of the MSCI US REIT Index thereafter.
Russell 1000 Growth Index. An index that measures the performance of those Russell 1000 Index companies with higher price/book ratios and higher predicted growth rates.
Russell 1000 Value Index. An index that measures the performance of those Russell 1000 Index companies with lower price/book ratios and lower predicted growth rates.
Russell 2500 Growth Index. An index that measures the performance of those Russell 2500 Index companies with higher price/book ratios and higher predicted growth rates.
S&P Total Market Index. An index that reflects the entire U.S. stock market by combining the S&P 500 and the S&P Completion Index to form a benchmark for the full U.S. equity market.
Securities. Stocks, bonds, money market instruments, and other investments.
Spliced Bloomberg Barclays U.S. Aggregate Float Adjusted Index. An index that reflects performance of the Bloomberg Barclays U.S. Aggregate Bond Index (not float-adjusted) through December 31, 2009, and the Bloomberg Barclays U.S. Aggregate Float Adjusted Index thereafter.
Spliced Equity Income Index. An index that reflects performance of the Russell 1000 Value Index through July 31, 2007, and the FTSE High Dividend Yield Index thereafter.
Spliced International Index. An index that reflects performance of the MSCI EAFE Index through May 31, 2010, and the MSCI ACWI ex USA thereafter.
Spliced Mid Cap Index. An index that reflects performance of the MSCI US Mid Cap 450 Index through January 30, 2013, and the CRSP US Mid Cap Index thereafter.
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Spliced Total Market Index. An index that reflects performance of the Dow Jones U.S. Total Stock Market Index (formerly known as the Dow Jones Wilshire 5000 Index) through June 17, 2005, and the S&P Total Market Index thereafter.
Stable Net Asset Value (NAV). A share price that maintains a consistent value (e.g., $1.00 or $100.00) using special pricing and valuation conventions.
Standard & Poors 500 Index. A widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.
Total Return. A percentage change, over a specified time period, in a portfolios net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Variable Insurance Equity Income Funds Average. The average performance of open-end investment companies classified as variable annuity funds by Lipper that, by prospectus language and portfolio practice, seek relatively high current income and growth of income by investing at least 65% of their portfolio in dividend-paying equity securities.
Variable Insurance Mixed-Asset Target Allocation Conservative Funds Average. The average performance of open-end investment companies classified as variable annuity funds by Lipper that, by portfolio practice, maintain a mix of between 20%-40% equity securities, with the remainder invested in bonds, cash, and cash equivalents.
Variable Insurance Mixed-Asset Target Allocation Moderate Funds Average. The average performance of open-end investment companies classified as variable annuity funds by Lipper that, by portfolio practice, maintain a mix of between 40%-60% equity securities, with the remainder invested in bonds, cash, and cash equivalents.
Variable Insurance Money Market Funds Average. The average performance of open-end investment companies classified as variable annuity funds by Lipper that invest in high-quality financial instruments rated in the top two grades with dollar-weighted average maturities of less than 90 days. These funds intend to keep constant net asset value.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a portfolios volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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P.O. Box 2600
Valley Forge, PA 19482-2600
Connect with Vanguard® > vanguard.com
For More Information
If you would like more information about Vanguard Variable Insurance Fund, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during its last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Fund and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual reports or the SAI, or to request additional information about the Fund or other Vanguard funds, please visit vanguard.com or contact us as follows:
Vanguard Annuity and Insurance Services P.O. Box 2600 Valley Forge, PA 19482-2600 Telephone: 800-522-5555
Text Telephone for the hearing impaired: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Fund (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Fund are also available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: [email protected], or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-05962
© 2017 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
P 064 052017
PART B
VANGUARD® VARIABLE INSURANCE FUNDS
STATEMENT OF ADDITIONAL INFORMATION
April 28, 2017
This Statement of Additional Information is not a prospectus but should be read in conjunction with the Funds current prospectus (dated April 28, 2017). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Funds financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard), or the insurance company sponsoring the accompanying variable life insurance or variable annuity contract.
| TABLE OF CONTENTS | |
| Description of the Trust | B-1 |
| Fundamental Policies | B-3 |
| Investment Strategies, Risks, and Nonfundamental Policies | B-4 |
| Share Price | B-34 |
| Purchase and Redemption of Shares | B-35 |
| Management of the Fund | B-36 |
| Investment Advisory Services | B-52 |
| Portfolio Transactions | B-70 |
| Proxy Voting Guidelines | B-73 |
| Financial Statements | B-79 |
| Description of Bond Ratings | B-79 |
DESCRIPTION OF THE TRUST
Vanguard Variable Insurance Funds (hereinafter the Trust or the Fund) currently offers the following Portfolios:
| Balanced Portfolio | Mid-Cap Index Portfolio |
| Capital Growth Portfolio | Moderate Allocation Portfolio |
| Conservative Allocation Portfolio | Money Market Portfolio |
| Diversified Value Portfolio | REIT Index Portfolio |
| Equity Income Portfolio | Short-Term Investment-Grade Portfolio |
| Equity Index Portfolio | Small Company Growth Portfolio |
| Growth Portfolio | Total Bond Market Index Portfolio |
| High Yield Bond Portfolio | Total Stock Market Index Portfolio |
| International Portfolio |
(individually, a Portfolio; collectively, the Portfolios)
Each Portfolio offers only one class of shares (Investor Shares). Throughout this document, any references to class indicate how a Portfolio would operate if, in the future, the Portfolio issued more than one class of shares. The Fund has the ability to offer additional portfolios or classes of shares. There is no limit on the number of full and fractional shares that the Fund may issue for a single portfolio or class of shares.
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Organization
The Trust was organized as a Maryland corporation in 1989 before becoming a Pennsylvania business trust later in 1989, and was reorganized as a Delaware statutory trust in 1998. Prior to its reorganization as a Delaware statutory trust, the Trust was known by the same name as is currently used. 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 Portfolios within the Trust are classified as diversified within the meaning of the 1940 Act.
Each Portfolio offers its shares to insurance companies that sponsor both annuity and life insurance contracts. An insurance company might offer some, but not necessarily all, of the Portfolios.
Service Providers
Custodians. The Bank of New York Mellon, One Wall Street, New York, NY 10286 (for the Capital Growth, Growth, Money Market, and Short-Term Investment-Grade Portfolios); Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548 (for the Conservative Allocation, Equity Income, International, Moderate Allocation, and Total Stock Market Index Portfolios); State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 (for the Balanced, Diversified Value, Equity Index, High Yield Bond, Mid-Cap Index, REIT Index, and Small Company Growth Portfolios); and JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070 (for the Total Bond Market Index Portfolio), serve as the Portfolios custodians. The custodians are responsible for maintaining the Portfolios assets, keeping all necessary accounts and records of Portfolio 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 Portfolios independent registered public accounting firm. The independent registered public accounting firm audits the Portfolios annual financial statements and provides other related services.
Transfer and Dividend-Paying Agent. The Portfolios 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 Portfolios shares, other than those described in the Funds current prospectus and elsewhere in this Statement of Additional Information. The Portfolio or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Portfolio or class. Unless terminated by reorganization or liquidation, each Portfolio 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 Portfolio generally will not be personally liable for payment of the Portfolios 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 Portfolio are entitled to receive any dividends or other distributions declared by the Portfolio for each such class. No shares of a Portfolio have priority or preference over any other shares of the Portfolio with respect to distributions. Distributions will be made from the assets of the Portfolio, 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 Portfolio based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Funds board of trustees.
Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Portfolio or 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
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representing 10% or more of a Portfolios net assets, to change any fundamental policy of a Portfolio, and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of each Portfolio 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 Portfolio or class affected by a particular matter are entitled to vote on that matter. Voting rights are noncumulative and cannot be modified without a majority vote by the shareholders.
Liquidation Rights. In the event that a Portfolio is liquidated, shareholders will be entitled to receive a pro rata share of the Portfolios net assets. Shareholders may receive cash, securities, or a combination of the two.
Preemptive Rights. There are no preemptive rights associated with the Portfolios shares.
Conversion Rights. There are no conversion rights associated with the Portfolios shares.
Redemption Provisions. Each Portfolios redemption provisions are described in the current annuity or life insurance program prospectus and elsewhere in this Statement of Additional Information.
Sinking Fund Provisions. The Portfolios have no sinking fund provisions.
Calls or Assessment. Each Portfolios shares, when issued, are fully paid and non-assessable.
Tax Status of the Portfolios
Each Portfolio 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 Portfolios will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, each Portfolio must comply with certain requirements. If a Portfolio fails to meet these requirements in any taxable year, the Portfolio will, in some cases, be able to cure such failure, including by paying a portfolio-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Portfolio 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 each insurance companys separate account invested in the Portfolio would fail to satisfy the diversification requirements under the IRC, with the result that income and gain allocable to the variable annuity and variable life insurance contracts supported by that account could be taxable to you currently. See Tax MattersFederal Tax Requirements Applicable to Variable Annuity and Variable Life Insurance Contracts. In addition, the Portfolio 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.
FUNDAMENTAL POLICIES
Each Portfolio 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 affected Portfolios shares. For these purposes, a majority of shares means shares representing the lesser of (1) 67% or more of the Portfolios net assets voted, so long as shares representing more than 50% of the Portfolios net assets are present or represented by proxy or (2) more than 50% of the Portfolios net assets.
Borrowing. Each Portfolio 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 Portfolio 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 Portfolio (other than the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios) 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 Portfolios total assets would be invested in that issuers securities. This limitation does not apply to obligations of the U. S. government or its agencies or instrumentalities. Additionally, each Portfolio (except the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios) will limit the aggregate value of its holdings of a single issuer (other than U.S. government securities, as defined in the IRC), to a maximum of 25% of the Portfolios total assets as of the end of each quarter of the taxable year.
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The Total Stock Market Index Portfolio will limit the aggregate value of its holdings (other than U.S. government securities, cash, and cash items, as defined under subchapter M of the IRC, and securities of other regulated investment companies), for each holding that exceeds 5% of the Portfolios total assets or 10% of the issuers outstanding voting securities, to an aggregate of 50% of the Portfolios total assets as of the end of each quarter of the taxable year. Additionally, the Portfolio will limit the aggregate value of its holdings of a single issuer (other than U.S. government securities, as defined in the IRC, or the securities of other regulated investment companies) to a maximum of 25% of the Portfolios total assets as of the end of each quarter of the taxable year.
Industry Concentration. Each Portfolio (other than those indicated in the following exceptions) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
The Money Market Portfolio will concentrate its assets in the securities of issuers whose principal business activities are in the financial services industry. For the purposes of this policy, the financial services industry is deemed to include the group of industries within the financial services sector. In addition, the Portfolio reserves the right to concentrate its investments in government securities, as defined in the 1940 Act.
The REIT Index Portfolio will concentrate its investments in the securities of issuers whose principal business activities are in the real estate industry, as defined in the prospectus.
For the Equity Index, Mid-Cap Index, Total Bond Market Index, and Total Stock Market Index Portfolios: Each Portfolio 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.
Investment Objective. The investment objective of each Portfolio may not be materially changed without a shareholder vote.
Loans. Each Portfolio 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 Portfolio 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 Portfolio from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
Senior Securities. Each Portfolio 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 Portfolio may not act as an underwriter of another issuers securities, except to the extent that the Portfolio 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 Fund from having an ownership interest in Vanguard. As a part owner of Vanguard, the Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See Management of the Fund for more information.
INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in the Funds prospectus set forth percentage limitations on a Portfolios 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 Portfolio. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Portfolios investment strategies and policies.
The following investment strategies, risks, and policies supplement each Portfolios investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Portfolio may
B-4
acquire such investments to the extent consistent with its investment strategies and policies. The Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios are indirectly exposed to the investment strategies and policies of the underlying Vanguard funds in which they invest and are therefore subject to all risks associated with the investment strategies and policies of the underlying Vanguard funds. The investment strategies and policies and associated risks detailed in this section also include those to which the Allocation Portfolios and the Total Stock Market Index Portfolio indirectly may be exposed through their investment in the underlying Vanguard funds.
Asset-Backed Securities. Asset-backed securities represent a participation in, or are secured by and payable from, pools of underlying assets such as debt securities, bank loans, motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, receivables from revolving credit (i.e., credit card) agreements, and other categories of receivables. These underlying assets are securitized through the use of trusts and special purpose entities. Payment of interest and repayment of principal on asset-backed securities may be largely dependent upon the cash flows generated by the underlying assets backing the securities and, in certain cases, may be supported by letters of credit, surety bonds, or other credit enhancements. The rate of principal payments on asset-backed securities is related to the rate of principal payments, including prepayments, on the underlying assets. The credit quality of asset-backed securities depends primarily on the quality of the underlying assets, the level of credit support, if any, provided for the securities, and the credit quality of the credit-support provider, if any. The value of asset-backed securities may be affected by the various factors described above and other factors, such as changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the underlying assets, or the entities providing the credit enhancement.
Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate, as a result of the pass-through of prepayments of principal on the underlying assets. Prepayments of principal by borrowers or foreclosure or other enforcement action by creditors shortens the term of the underlying assets. The occurrence of prepayments is a function of several factors, such as the level of interest rates, the general economic conditions, the location and age of the underlying obligations, and other social and demographic conditions. A funds ability to maintain positions in asset-backed securities is affected by the reductions in the principal amount of the underlying assets because of prepayments. A funds ability to reinvest prepayments of principal (as well as interest and other distributions and sale proceeds) at a comparable yield is subject to generally prevailing interest rates at that time. The value of asset-backed securities varies with changes in market interest rates generally and the differentials in yields among various kinds of U.S. government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of the underlying securities. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such assets. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which the assets were previously invested. Therefore, asset-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.
Because asset-backed securities generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage, asset-backed securities present certain additional risks that are not present with mortgage-backed securities. For example, revolving credit receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to set off certain amounts owed, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than by real property. Most issuers of automobile receivables permit loan servicers to retain possession of the underlying assets. If the servicer of a pool of underlying assets sells them to another party, there is the risk that the purchaser could acquire an interest superior to that of holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issue of asset-backed securities and technical requirements under state law, the trustee for the holders of the automobile receivables may not have a proper security interest in the automobiles. Therefore, there is the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. Asset-backed securities have been, and may continue to be, subject to greater liquidity risks because of the deterioration of worldwide economic and liquidity conditions that became acute in 2008. In addition, government actions and proposals that affect the terms of underlying home and consumer loans, thereby changing demand for products financed by those loans, as well as the inability of borrowers to refinance existing loans, have had and may continue to have a negative effect on the valuation and liquidity of asset-backed securities.
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Borrowing. A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a funds portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales against-the-box); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the funds potential economic exposure under the borrowing transaction; or otherwise covers the transaction in accordance with applicable SEC guidance (collectively, covers the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.
Common Stock. Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporations capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.
The market value of a convertible security is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade
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like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible securitys price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive to changes in share price as its underlying equity security. Convertible securities are often rated below investment grade or are not rated, and they are generally subject to a high degree of credit risk.
Although all markets are prone to change over time, the generally high rate at which convertible securities are retired (through mandatory or scheduled conversions by issuers or through voluntary redemptions by holders) and replaced with newly issued convertible securities may cause the convertible securities market to change more rapidly than other markets. For example, a concentration of available convertible securities in a few economic sectors could elevate the sensitivity of the convertible securities market to the volatility of the equity markets and to the specific risks of those sectors. Moreover, convertible securities with innovative structures, such as mandatory-conversion securities and equity-linked securities, have increased the sensitivity of the convertible securities market to the volatility of the equity markets and to the special risks of those innovations, which may include risks different from, and possibly greater than, those associated with traditional convertible securities. A convertible security may be subject to redemption at the option of the issuer at a price set in the governing instrument of the convertible security. If a convertible security held by a fund is subject to such redemption option and is called for redemption, the fund must allow the issuer to redeem the security, convert it into the underlying common stock, or sell the security to a third party.
Cybersecurity Risks. The increased use of technology to conduct business could subject a fund and its third-party service providers (including, but not limited to, investment advisors and custodians) to risks associated with cybersecurity. In general, a cybersecurity incident can occur as a result of a deliberate attack designed to gain unauthorized access to digital systems. If the attack is successful, an unauthorized person or persons could misappropriate assets or sensitive information, corrupt data, or cause operational disruption. A cybersecurity incident could also occur unintentionally if, for example, an authorized person inadvertently released proprietary or confidential information. Vanguard has developed robust technological safeguards and business continuity plans to prevent, or reduce the impact of, potential cybersecurity incidents. Additionally, Vanguard has a process for assessing the information security and/or cybersecurity programs implemented by a funds third-party service providers, which helps minimize the risk of potential incidents. Despite these measures, a cybersecurity incident still has the potential to disrupt business operations, which could negatively impact a fund and/or its shareholders. Some examples of negative impacts that could occur as a result of a cybersecurity incident include, but are not limited to, the following: a fund may be unable to calculate its net asset value (NAV), a funds shareholders may be unable to transact business, a fund may be unable to process transactions on behalf of its shareholders, or a fund may be unable to safeguard its data or the personal information of its shareholders.
Debt Securities. A debt security, sometimes called a fixed income security, consists of a certificate or other evidence of a debt (secured or unsecured) on which the issuing company or governmental body promises to pay the holder thereof a fixed, variable, or floating rate of interest for a specified length of time and to repay the debt on the specified maturity date. Some debt securities, such as zero-coupon bonds, do not make regular interest payments but are issued at a discount to their principal or maturity value. Debt securities include a variety of fixed income obligations, including, but not limited to, corporate bonds, government securities, municipal securities, convertible securities, mortgage-backed securities, and asset-backed securities. Debt securities include investment-grade securities, non-investment-grade securities, and unrated securities. Debt securities are subject to a variety of risks, such as interest rate risk, income risk, call risk, prepayment risk, extension risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws may result in the issuers debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.
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Debt SecuritiesBank Obligations. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest rate. Certificates of deposit are negotiable short-term obligations of commercial banks. Variable rate certificates of deposit have an interest rate that is periodically adjusted prior to their stated maturity based upon a specified market rate. As a result of these adjustments, the interest rate on these obligations may be increased or decreased periodically. Frequently, dealers selling variable rate certificates of deposit to a fund will agree to repurchase such instruments, at the funds option, at par on or near the coupon dates. The dealers obligations to repurchase these instruments are subject to conditions imposed by various dealers; such conditions typically are the continued credit standing of the issuer and the existence of reasonably orderly market conditions. A fund is also able to sell variable rate certificates of deposit on the secondary market. Variable rate certificates of deposit normally carry a higher interest rate than comparable fixed-rate certificates of deposit. A bankers acceptance is a time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer, or storage of goods). The borrower is liable for payment, as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of 6 months or less and are traded in the secondary markets prior to maturity.
Debt SecuritiesCommercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. It is usually sold on a discount basis and has a maturity at the time of issuance not exceeding 9 months. High-quality commercial paper typically has the following characteristics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-term senior debt is also high credit quality; (3) the issuer has access to at least two additional channels of borrowing; (4) basic earnings and cash flow have an upward trend with allowance made for unusual circumstances; (5) typically, the issuers industry is well established and the issuer has a strong position within the industry; and (6) the reliability and quality of management are unquestioned. In assessing the credit quality of commercial paper issuers, the following factors may be considered: (1) evaluation of the management of the issuer, (2) economic evaluation of the issuers industry or industries and the appraisal of speculative-type risks that may be inherent in certain areas, (3) evaluation of the issuers products in relation to competition and customer acceptance, (4) liquidity, (5) amount and quality of long-term debt, (6) trend of earnings over a period of ten years, (7) financial strength of a parent company and the relationships that exist with the issuer, and (8) recognition by the management of obligations that may be present or may arise as a result of public-interest questions and preparations to meet such obligations. The short-term nature of a commercial paper investment makes it less susceptible to interest rate risk than longer-term fixed income securities because interest rate risk typically increases as maturity lengths increase. Additionally, an issuer may expect to repay commercial paper obligations at maturity from the proceeds of the issuance of new commercial paper. As a result, investment in commercial paper is subject to the risk the issuer cannot issue enough new commercial paper to satisfy its outstanding commercial paper payment obligations, also known as rollover risk. Commercial paper may suffer from reduced liquidity due to certain circumstances, in particular, during stressed markets. In addition, as with all fixed income securities, an issuer may default on its commercial paper obligation.
Variable-amount master-demand notes are demand obligations that permit the investment of fluctuating amounts at varying market rates of interest pursuant to an arrangement between the issuer and a commercial bank acting as agent for the payees of such notes, whereby both parties have the right to vary the amount of the outstanding indebtedness on the notes. Because variable-amount master-demand notes are direct lending arrangements between a lender and a borrower, it is not generally contemplated that such instruments will be traded, and there is no secondary market for these notes, although they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time. In connection with a funds investment in variable-amount master-demand notes, Vanguards investment management staff will monitor, on an ongoing basis, the earning power, cash flow, and other liquidity ratios of the issuer, along with the borrowers ability to pay principal and interest on demand.
Debt SecuritiesInflation-Indexed Securities. Inflation-indexed securities are debt securities, the principal value of which is periodically adjusted to reflect the rate of inflation as indicated by the Consumer Price Index (CPI). Inflation-indexed securities may be issued by the U.S. government, by agencies and instrumentalities of the U.S. government, and by corporations. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon payment.
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The periodic adjustment of U.S. inflation-indexed securities is tied to the CPI, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation, and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will correlate to the rate of inflation in the United States.
Inflationa general rise in prices of goods and serviceserodes the purchasing power of an investors portfolio. For example, if an investment provides a nominal total return of 5% in a given year and inflation is 2% during that period, the inflation-adjusted, or real, return is 3%. Inflation, as measured by the CPI, has generally occurred during the past 50 years, so investors should be conscious of both the nominal and real returns of their investments. Investors in inflation-indexed securities funds who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a funds income distributions. Although inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise because of reasons other than inflation (e.g., changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.
Coupon payments that a fund receives from inflation-indexed securities are included in the funds gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by Internal Revenue Service (IRS) regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested shares (which, like principal adjustments, are taxable to shareholders). It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.
Debt SecuritiesNon-Investment-Grade Securities. Non-investment-grade securities, also referred to as high-yield securities or junk bonds, are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (e.g., lower than Baa3/P-2 by Moodys Investors Service, Inc. (Moodys) or below BBB/A-2 by Standard & Poors Financial Services LLC (Standard & Poors)) or, if unrated, are determined to be of comparable quality by the funds advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.
Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a funds advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.
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Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk-bond status because of financial difficulties experienced by their issuers.
The market values of high-yield securities tend to reflect individual issuer developments to a greater extent than do investment-grade securities, which in general react to fluctuations in the general level of interest rates. High-yield securities also tend to be more sensitive to economic conditions than are investment-grade securities. An actual or anticipated economic downturn or sustained period of rising interest rates, for example, could cause a decline in junk-bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a funds advisor to sell a high-yield security or the price at which a funds advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.
Except as otherwise provided in a funds prospectus, if a credit-rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
Debt SecuritiesStructured and Indexed Securities. Structured securities (also called structured notes) and indexed securities are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities. The value of the principal of and/or interest on structured and indexed securities is determined by reference to changes in the value of a specific asset, reference rate, or index (the reference) or the relative change in two or more references. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased, depending upon changes in the applicable reference. The terms of the structured and indexed securities may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities, which could lead to an overvaluation or an undervaluation of the securities.
Debt SecuritiesU.S. Government Securities. The term U.S. government securities refers to a variety of debt securities that are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or by various instrumentalities that have been established or sponsored by the U.S. government. The term also refers to repurchase agreements collateralized by such securities.
U.S. Treasury securities are backed by the full faith and credit of the U.S. government, meaning that the U.S. government is required to repay the principal in the event of default. Other types of securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government. The U.S. government, however, does not guarantee the market price of any U.S. government securities. In the case of securities not backed by the full faith and credit of the U.S. government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment.
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Some of the U.S. government agencies that issue or guarantee securities include the Government National Mortgage Association, the Export-Import Bank of the United States, the Federal Housing Administration, the Maritime Administration, the Small Business Administration, and the Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, the Federal Deposit Insurance Corporation, the Federal Home Loan Banks, and the Federal National Mortgage Association.
Debt SecuritiesVariable and Floating Rate Securities. Variable and floating rate securities are debt securities that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever there is a change in a designated benchmark rate or the issuers credit quality. There is a risk that the current interest rate on variable and floating rate securities may not accurately reflect current market interest rates or adequately compensate the holder for the current creditworthiness of the issuer. Some variable or floating rate securities are structured with liquidity features such as (1) put options or tender options that permit holders (sometimes subject to conditions) to demand payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries or (2) auction-rate features, remarketing provisions, or other maturity-shortening devices designed to enable the issuer to refinance or redeem outstanding debt securities (market-dependent liquidity features). Variable or floating rate securities that include market-dependent liquidity features may have greater liquidity risk than other securities. The greater liquidity risk may exist, for example, because of the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuers declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value, and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or the date of maturity. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.
Debt SecuritiesZero-Coupon and Pay-in-Kind Securities. Zero-coupon and pay-in-kind securities are debt securities that do not make regular cash interest payments. Zero-coupon securities generally do not pay interest. Zero-coupon Treasury bonds are U.S. Treasury notes and bonds that have been stripped of their unmatured interest coupons, or the coupons themselves, and also receipts or certificates representing an interest in such stripped debt obligations and coupons. The timely payment of coupon interest and principal on these instruments remains guaranteed by the full faith and credit of the U.S. government. Pay-in-kind securities pay interest through the issuance of additional securities. These securities are generally issued at a discount to their principal or maturity value. Because such securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. Although these securities do not pay current cash income, federal income tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the original issue discount and other noncash income on such securities accrued during that year. Each fund that holds such securities intends to pass along such interest as a component of the funds distributions of net investment income. It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.
Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a depository. Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a holders rights and obligations and the practices of market participants.
A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually
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charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the depositary receipts (such as dividend payment fees of the depository), although most sponsored depositary receipt holders may bear costs such as deposit and withdrawal fees. Depositories of most sponsored depositary receipts agree to distribute notices of shareholder meetings, voting instructions, and other shareholder communications and information to the depositary receipt holders at the underlying issuers request.
For purposes of a funds investment policies, investments in depositary receipts will be deemed to be investments in the underlying securities. Thus, a depositary receipt representing ownership of common stock will be treated as common stock. Depositary receipts do not eliminate all of the risks associated with directly investing in the securities of foreign issuers.
Derivatives. A derivative is a financial instrument that has a value based onor derived fromthe values of other assets, reference rates, or indexes. Derivatives may relate to a wide variety of underlying references, such as commodities, stocks, bonds, interest rates, currency exchange rates, and related indexes. Derivatives include futures contracts and options on futures contracts, certain forward-commitment transactions, options on securities, caps, floors, collars, swap agreements, and certain other financial instruments. Some derivatives, such as futures contracts and certain options, are traded on U.S. commodity and securities exchanges, while other derivatives, such as swap agreements, may be privately negotiated and entered into in the over-the-counter market (OTC Derivatives) or may be cleared through a clearinghouse (Cleared Derivatives) and traded on an exchange or swap execution facility. As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), certain swap agreements, such as certain standardized credit default and interest rate swap agreements, must be cleared through a clearinghouse and traded on an exchange or swap execution facility. This could result in an increase in the overall costs of such transactions. While the intent of derivatives regulatory reform is to mitigate risks associated with derivatives markets, the new regulations could, among other things, increase liquidity and decrease pricing for more standardized products while decreasing liquidity and increasing pricing for less standardized products. The risks associated with the use of derivatives are different from, and possibly greater than, the risks associated with investing directly in the securities or assets on which the derivatives are based.
Derivatives may be used for a variety of purposes includingbut not limited tohedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investments. Some investors may use derivatives primarily for speculative purposes while other uses of derivatives may not constitute speculation. There is no assurance that any derivatives strategy used by a funds advisor will succeed. The other parties to the funds OTC Derivatives contracts (usually referred to as counterparties) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC Derivatives may qualify as securities or investments under such laws. The funds advisors, however, will monitor and adjust, as appropriate, the funds credit risk exposure to OTC Derivative counterparties.
Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the funds Cleared Derivatives declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds Cleared
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Derivatives increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis.
For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
Derivatives may be subject to pricing or basis risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
Eurodollar and Yankee Obligations. Eurodollar bank obligations are dollar-denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee bank obligations are dollar-denominated obligations issued in the U.S. capital markets by foreign banks.
Eurodollar and Yankee obligations are subject to the same risks that pertain to domestic issuers, most notably income risk (and, to a lesser extent, credit risk, market risk, and liquidity risk). Additionally, Eurodollar (and, to a limited extent, Yankee) obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of 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, Eurodollar and Yankee obligations will undergo the same type of credit analysis as domestic issuers in which a Vanguard fund invests, and they will have at least the same financial strength as the domestic issuers approved for the fund.
Exchange-Traded Funds. A fund may purchase shares of exchange-traded funds (ETFs). Typically, a fund would purchase ETF shares for the same reason it would purchase (and as an alternative to purchasing) futures contracts: to obtain exposure to all or a portion of the stock or bond market. ETF shares enjoy several advantages over futures. Depending on the market, the holding period, and other factors, ETF shares can be less costly and more tax-efficient than futures. In addition, ETF shares can be purchased for smaller sums, offer exposure to market sectors and styles for which there is no suitable or liquid futures contract, and do not involve leverage.
An investment in an ETF generally presents the same principal risks as an investment in a conventional fund (i.e., one that is not exchange-traded) that has the same investment objective, strategies, and policies. The price of an ETF can fluctuate within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go
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down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETFs shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETFs shares may not develop or be maintained; and (3) trading of an ETFs shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETFs shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchanges officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
Most ETFs are investment companies. Therefore, a funds purchases of ETF shares generally are subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies.
Foreign Securities. Typically, foreign securities are considered to be equity or debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Securities issued by certain companies organized outside the United States may not be deemed to be foreign securities if the companys principal operations are conducted from the United States or when the companys equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities. Direct investments in foreign securities may be made either on foreign securities exchanges or in the over-the-counter (OTC) markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.
Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a funds trade details could be incorrectly or fraudulently entered at the time of a transaction. Securities of foreign issuers are generally more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected through structures that may be complex or confusing. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries. Additionally, economic or other sanctions imposed on the United States by a foreign country, or imposed on a foreign country or issuer by the United States, could impair a funds ability to buy, sell, hold, receive, deliver, or otherwise transact in certain investment securities. Sanctions could also affect the value and/or liquidity of a foreign security.
Although an advisor will endeavor to achieve the most favorable execution costs for a funds portfolio transactions in foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities. Additionally, bankruptcy laws vary by jurisdiction and cash deposits may be subject to a custodians creditors. Certain foreign governments levy withholding or other taxes against dividend and interest income from, capital gains on the sale of, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.
The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading Foreign SecuritiesForeign Currency Transactions, a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred from converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulations, currency devaluations, and political and economic developments.
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Foreign SecuritiesChina A-shares Risk. China A-shares (A-shares) are shares of mainland Chinese companies that are traded locally on the Shanghai and Shenzhen stock exchanges. In order to invest in A-shares, a foreign investor must have access to an investment quota through a Qualified Foreign Institutional Investor (QFII) or a Renminbi QFII (RQFII) license holder. A-shares are also available through the China Stock Connect program, subject to separate quota limitations. The developing state of the investment and banking systems of the Peoples Republic of China (China, or the PRC) subjects the settlement, clearing, and registration of securities transactions to heightened risks. Additionally, there are foreign ownership limitations that may result in limitations on investment or the return of profits if a fund purchases and sells shares of an issuer in which it owns 5% or more of the shares issued within a six-month period. It is unclear if the 5% ownership will be determined by aggregating the holdings of a fund with affiliated funds.
Due to these restrictions, it is possible that the A-shares quota available to a fund as a foreign investor may not be sufficient to meet the funds investment needs. In this situation, a fund may seek an alternative method of economic exposure, such as by purchasing other classes of securities or depositary receipts or by utilizing derivatives. Any of these options could increase a funds index sampling risk (for index funds) or investment cost. Additionally, investing in A-shares generally increases emerging markets risk due in part to government and issuer market controls and the developing settlement and legal systems.
Investing in China A-shares through Stock Connect. The China Stock Connect program (Stock Connect) is a mutual market access program designed to, among other things, enable foreign investment in the PRC via brokers in Hong Kong. A QFII/RQFII license is not required to trade via Stock Connect. There are significant risks inherent in investing in A-shares through Stock Connect. Specifically, trading can be affected by a number of issues. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if one or both markets are closed on a U.S. trading day, a fund may not be able to dispose of its shares in a timely manner, which could adversely affect the funds performance. Trading through Stock Connect generally requires pre-delivery of cash or securities to a broker. If the cash or securities are not in the brokers possession before the market opens on the day of selling, the sell order will be rejected. This requirement may limit a funds ability to dispose of its A-shares purchased through Stock Connect in a timely manner.
Additionally, Stock Connect is subject to daily quota limitations on purchases into the PRC. Once the daily quota is reached, orders to purchase additional A-shares through Stock Connect will be rejected. In addition, a funds purchase of A-shares through Stock Connect may only be subsequently sold through Stock Connect and is not otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the funds shares will be registered in its custodians name on the Hong Kong Central Clearing and Settlement System. This may limit an advisors ability to effectively manage a funds holdings, including the potential enforcement of equity owner rights.
Foreign SecuritiesEmerging Market Risk. Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and it imposes risks greater than, or in addition to, risks of investing in more developed foreign countries. These risks include, but are not limited to, the following: nationalization or expropriation of assets or confiscatory taxation; currency devaluations and other currency exchange rate fluctuations; greater social, economic, and political uncertainty and instability (including amplified risk of war and terrorism); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets and possible arbitrary and unpredictable enforcement of securities regulations and other laws; controls on foreign investment and limitations on repatriation of invested capital and on the funds ability to exchange local currencies for U.S. dollars; unavailability of currency-hedging techniques in certain emerging market countries; generally smaller, less seasoned, or newly organized companies; differences in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers; difficulty in obtaining and/or enforcing a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a funds income from investments in securities or debt instruments of emerging market country issuers.
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Foreign SecuritiesForeign Currency Transactions. The value in U.S. dollars of a funds non-dollar-denominated foreign securities may be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations, and the fund may incur costs in connection with conversions between various currencies. To seek to minimize the impact of such factors on net asset values, a fund may engage in foreign currency transactions in connection with its investments in foreign securities. A fund will enter into foreign currency transactions only to attempt to hedge the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as transaction hedging. In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may enter into a forward contract to sell an amount of foreign currency approximating the value of some or all of its portfolio securities denominated in such foreign currency. This practice is sometimes referred to as portfolio hedging. Similarly, when the advisor reasonably believes that the U.S. dollar may suffer a substantial decline against a foreign currency, a fund may enter into a forward contract to buy that foreign currency for a fixed dollar amount.
A fund may also attempt to hedge its foreign currency exchange rate risk by engaging in currency futures, options, and cross-hedge transactions. In cross-hedge transactions, a fund holding securities denominated in one foreign currency will enter into a forward currency contract to buy or sell a different foreign currency (one that the advisor reasonably believes generally tracks the currency being hedged with regard to price movements). The advisor may select the tracking (or substitute) currency rather than the currency in which the security is denominated for various reasons, including in order to take advantage of pricing or other opportunities presented by the tracking currency or to take advantage of a more liquid or more efficient market for the tracking currency. Such cross-hedges are expected to help protect a fund against an increase or decrease in the value of the U.S. dollar against certain foreign currencies.
A fund may hold a portion of its assets in bank deposits denominated in foreign currencies so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these assets are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations.
The forecasting of currency market movement is extremely difficult, and whether any hedging strategy will be successful is highly uncertain. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a forward currency contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if its advisors predictions regarding the movement of foreign currency or securities markets prove inaccurate. In addition, the use of cross-hedging transactions may involve special risks and may leave a fund in a less advantageous position than if such a hedge had not been established. Because forward currency contracts are privately negotiated transactions, there can be no assurance that a fund will have flexibility to roll over a forward currency contract upon its expiration if it desires to do so. Additionally, there can be no assurance that the other party to the contract will perform its services thereunder.
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Foreign SecuritiesForeign Investment Companies. Some of the countries in which a fund may invest may not permit, or may place economic restrictions on, direct investment by outside investors. Fund investments in such countries may be permitted only through foreign government-approved or authorized investment vehicles, which may include other investment companies. Such investments may be made through registered or unregistered closed-end investment companies that invest in foreign securities. Investing through such vehicles may involve layered fees or expenses and may also be subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies.
Foreign SecuritiesRussian Market Risk. There are significant risks inherent in investing in Russian securities. The underdeveloped state of Russias banking system subjects the settlement, clearing, and registration of securities transactions to significant risks. In March of 2013, the National Settlement Depository (NSD) began acting as a central depository for the majority of Russian equity securities; the NSD is now recognized as the Central Securities Depository in Russia.
For Russian issuers with fewer than 50 shareholders, ownership records are maintained only by registrars who are under contract with the issuers and are currently not settled with the NSD. Although a Russian subcustodian will maintain copies of the registrars records (Share Extracts) on its premises, such Share Extracts are not recorded with the NSD and may not be legally sufficient to establish ownership of securities. The registrars may not be independent from the issuer, are not necessarily subject to effective state supervision, and may not be licensed with any governmental entity. A fund will endeavor to ensure by itself or through a custodian or other agent that the funds interest continues to be appropriately recorded for Russian issuers with fewer than 50 shareholders by inspecting the share register and by obtaining extracts of share registers through regular confirmations. However, these extracts have no legal enforceability, and the possibility exists that a subsequent illegal amendment or other fraudulent act may deprive the fund of its ownership rights or may improperly dilute its interest. In addition, although applicable Russian regulations impose liability on registrars for losses resulting from their errors, a fund may find it difficult to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration.
Futures Contracts and Options on Futures Contracts. Futures contracts and options on futures contracts are derivatives. A futures contract is a standardized agreement between two parties to buy or sell at a specific time in the future a specific quantity of a commodity at a specific price. The commodity may consist of an asset, a reference rate, or an index. A security futures contract relates to the sale of a specific quantity of shares of a single equity security or a narrow-based securities index. The value of a futures contract tends to increase and decrease in tandem with the value of the underlying commodity. The buyer of a futures contract enters into an agreement to purchase the underlying commodity on the settlement date and is said to be long the contract. The seller of a futures contract enters into an agreement to sell the underlying commodity on the settlement date and is said to be short the contract. The price at which a futures contract is entered into is established either in the electronic marketplace or by open outcry on the floor of an exchange between exchange members acting as traders or brokers. Open futures contracts can be liquidated or closed out by physical delivery of the underlying commodity or payment of the cash settlement amount on the settlement date, depending on the terms of the particular contract. Some financial futures contracts (such as security futures) provide for physical settlement at maturity. Other financial futures contracts (such as those relating to interest rates, foreign currencies, and broad-based securities indexes) generally provide for cash settlement at maturity. In the case of cash-settled futures contracts, the cash settlement amount is equal to the difference between the final settlement or market price for the relevant commodity on the last trading day of the contract and the price for the relevant commodity agreed upon at the outset of the contract. Most futures contracts, however, are not held until maturity but instead are offset before the settlement date through the establishment of an opposite and equal futures position.
The purchaser or seller of a futures contract is not required to deliver or pay for the underlying commodity unless the contract is held until the settlement date. However, both the purchaser and seller are required to deposit initial margin with a futures commission merchant (FCM) when the futures contract is entered into. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a contract over a fixed period. If the value of the funds position declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds position increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis. A futures transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the
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300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
The Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to the Fund under the CEA. The Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.
Futures Contracts and Options on Futures ContractsRisks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit if the contract were closed out. Thus, a purchase or sale of a futures contract, and the writing of a futures option, may result in losses in excess of the amount invested in the position. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its required margin. In such situations, if the fund has insufficient cash, it may have to sell portfolio securities to meet daily margin requirements (and segregation requirements, if applicable) at a time when it may be disadvantageous to do so. In addition, on the settlement date, a fund may be required to make delivery of the instruments underlying the futures positions it holds.
A fund could suffer losses if it is unable to close out a futures contract or a futures option because of an illiquid secondary market. Futures contracts and futures options may be closed out only on an exchange that provides a secondary market for such products. However, there can be no assurance that a liquid secondary market will exist for any particular futures product at any specific time. Thus, it may not be possible to close a futures or option position. Moreover, most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day, and therefore does not limit potential losses because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of future positions and subjecting some futures traders to substantial losses. The inability to close futures and options positions also could have
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an adverse impact on the ability to hedge a portfolio investment or to establish a substitute for a portfolio investment.
U.S. Treasury futures are generally not subject to such daily limits.
A fund bears the risk that its advisor will incorrectly predict future market trends. If the advisor attempts to use a futures contract or a futures option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the futures position will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving futures products can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments.
A fund could lose margin payments it has deposited with its FCM if, for example, the FCM breaches its agreement with the fund or becomes insolvent or goes into bankruptcy. In that event, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCMs other customers, potentially resulting in losses to the fund.
Hybrid Instruments. A hybrid instrument, or hybrid, is an interest in an issuer that combines the characteristics of an equity security, a debt security, a commodity, and/or a derivative. A hybrid may have characteristics that, on the whole, more strongly suggest the existence of a bond, stock, or other traditional investment, but a hybrid may also have prominent features that are normally associated with a different type of investment. Moreover, hybrid instruments may be treated as a particular type of investment for one regulatory purpose (such as taxation) and may be simultaneously treated as a different type of investment for a different regulatory purpose (such as securities or commodity regulation). Hybrids can be used as an efficient means of pursuing a variety of investment goals, including increased total return, duration management, and currency hedging. Because hybrids combine features of two or more traditional investments and may involve the use of innovative structures, hybrids present risks that may be similar to, different from, or greater than those associated with traditional investments with similar characteristics.
Examples of hybrid instruments include convertible securities, which combine the investment characteristics of bonds and common stocks; perpetual bonds, which are structured like fixed income securities, have no maturity date, and may be characterized as debt or equity for certain regulatory purposes; contingent convertible securities, which are fixed income securities that, under certain circumstances, either convert into common stock of the issuer or undergo a principal write-down by a predetermined percentage if the issuers capital ratio falls below a predetermined trigger level; and trust-preferred securities, which are preferred stocks of a special-purpose trust that holds subordinated debt of the corporate parent. Another example of a hybrid is a commodity-linked bond, such as a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such a hybrid would be a combination of a bond and a call option on oil.
In the case of hybrids that are structured like fixed income securities (such as structured notes), the principal amount or the interest rate is generally tied (positively or negatively) to the price of some commodity, currency, securities index, interest rate, or other economic factor (each, a benchmark). For some hybrids, the principal amount payable at maturity or the interest rate may be increased or decreased, depending on changes in the value of the benchmark. Other hybrids do not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark, thus magnifying movements within the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond with a fixed principal amount that pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes a fund to the credit risk of the issuer of the hybrids. Depending on the level of a funds investment in hybrids, these risks may cause significant fluctuations in the funds net asset value. Hybrid instruments may also carry liquidity risk since the instruments are often customized to meet the needs of an issuer or, sometimes, the portfolio needs of a particular investor, and therefore the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities.
Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the funds investments in these products may be subject to the limitations described under the heading Other Investment Companies.
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Interfund Borrowing and Lending. The SEC has granted an exemption permitting registered open-end Vanguard funds to participate in Vanguards interfund lending program. This program allows the Vanguard funds to borrow money from and lend money to each other for temporary or emergency purposes. The program is subject to a number of conditions, including, among other things, the requirements that (1) no fund may borrow or lend money through the program unless it receives a more favorable interest rate than is typically available from a bank for a comparable transaction, (2) no fund may lend money if the loan would cause its aggregate outstanding loans through the program to exceed 15% of its net assets at the time of the loan, and (3) a funds interfund loans to any one fund shall not exceed 5% of the lending funds net assets. In addition, a Vanguard fund may participate in the program only if and to the extent that such participation is consistent with the funds investment objective and investment policies. The boards of trustees of the Vanguard funds are responsible for overseeing the interfund lending program. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Investing for Control. Each Vanguard fund invests in securities and other instruments for the sole purpose of achieving a specific investment objective. As such, a Vanguard fund does not seek to acquire, individually or collectively with any other Vanguard fund, enough of a companys outstanding voting stock to have control over management decisions. A Vanguard fund does not invest for the purpose of controlling a companys management.
Loan Interests and Direct Debt Instruments. Loan interests and direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations); to suppliers of goods or services (in the case of trade claims or other receivables); or to other parties. These investments involve a risk of loss in case of the default, the insolvency, or the bankruptcy of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a purchaser supply additional cash to a borrower on demand.
Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. Direct debt instruments may not be rated by a rating agency. If scheduled interest or principal payments are not made, or are not made in a timely manner, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than unsecured loans in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrowers obligation or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or they may pay only a small fraction of the amount owed. Direct indebtedness of developing countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.
Corporate loans and other forms of direct corporate indebtedness in which a fund may invest generally are made to finance internal growth, mergers, acquisitions, stock repurchases, refinancing of existing debt, leveraged buyouts, and other corporate activities. A significant portion of the corporate indebtedness purchased by a fund may represent interests in loans or debt made to finance highly leveraged corporate acquisitions (known as leveraged buyout transactions), leveraged recapitalization loans, and other types of acquisition financing. Another portion may also represent loans incurred in restructuring or work-out scenarios, including super-priority debtor-in-possession facilities in bankruptcy and acquisition of assets out of bankruptcy. Loans in restructuring or work-out scenarios may be especially vulnerable to the inherent uncertainties in restructuring processes. In addition, the highly leveraged capital structure of the borrowers in any such transactions, whether in acquisition financing or restructuring, may make such loans especially vulnerable to adverse or unusual economic or market conditions.
Loans and other forms of direct indebtedness generally are subject to restrictions on transfer, and only limited opportunities may exist to sell them in secondary markets. As a result, a fund may be unable to sell loans and other forms of direct indebtedness at a time when it may otherwise be desirable to do so or may be able to sell them only at a price that is less than their fair value.
Investments in loans through direct assignment of a financial institutions interests with respect to a loan may involve additional risks. For example, if a loan is foreclosed, the purchaser could become part owner of any collateral and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is at least conceivable that, under emerging legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.
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A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. Unless the purchaser has direct recourse against the borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower under the terms of the loan or other indebtedness. If assets held by the agent for the benefit of a purchaser were determined to be subject to the claims of the agents general creditors, the purchaser might incur certain costs and delays in realizing payment on the loan or loan participation and could suffer a loss of principal and/or interest.
Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a purchaser to increase its investment in a borrower when it would not otherwise have done so, even if the borrowers condition makes it unlikely that the amount will ever be repaid.
A funds investment policies will govern the amount of total assets that it may invest in any one issuer or in issuers within the same industry. For purposes of these limitations, a fund generally will treat the borrower as the issuer of indebtedness held by the fund. In the case of loan participations in which a bank or other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require the fund, in some circumstances, to treat both the lending bank or other lending institution and the borrower as issuers for purposes of the funds investment policies. Treating a financial intermediary as an issuer of indebtedness may restrict a funds ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.
Money Market Fund Reform. The money market fund reforms adopted by the SEC in July 2014 became effective on October 14, 2016. The reforms impact money market funds differently depending on the types of investors permitted to invest in a fund, the types of securities in which a fund may invest, and the principal investments of a money market fund. The reforms impose new liquidity-related requirements on money market funds (including the potential implementation of liquidity fees and redemption gates). Other changes required by the reforms relate to diversification, disclosure, and stress testing requirements. The imposition and termination of a liquidity fee or redemption gate and/or the provision of financial support by an affiliated person of a money market fund will be reported by a money market fund to the SEC on Form N-CR. A money market funds designation as institutional, retail, or government determines whether the fund is required to have a floating net asset value (NAV) or is permitted to have a stable NAV. These changes may have significant adverse effects upon a money market funds investment strategy, fees and expenses, portfolio (including the liquidity of investments), and return potential.
Mortgage-Backed Securities. Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans and may be based on different types of mortgages, including those on residential properties or commercial real estate. Mortgage-backed securities include various types of securities, such as government stripped mortgage-backed securities, adjustable rate mortgage-backed securities, and collateralized mortgage obligations.
Generally, mortgage-backed securities represent partial interests in pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the Government National Mortgage Association (GNMA); by government-related organizations, such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC); and by private issuers, such as commercial banks, savings and loan institutions, and mortgage bankers. The average maturity of pass-through pools of mortgage-backed securities in which a fund may invest varies with the maturities of the underlying mortgage instruments. In addition, a pools average maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, the general economic and social conditions, the location of the mortgaged property, and the age of the mortgage. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool cannot be predicted accurately.
Mortgage-backed securities may be classified as private, government, or government-related, depending on the issuer or guarantor. Private mortgage-backed securities represent interest in pass-through pools consisting principally of conventional residential or commercial mortgage loans created by nongovernment issuers, such as commercial banks, savings and loan associations, and private mortgage insurance companies. Private mortgage-backed securities may not be readily marketable. In addition, mortgage-backed securities have been subject to greater liquidity risk because of the deterioration of worldwide economic and liquidity conditions that became especially severe in 2008. U.S. government
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mortgage-backed securities are backed by the full faith and credit of the U.S. government. GNMA, the principal U.S. guarantor of these securities, is a wholly owned U.S. government corporation within the Department of Housing and Urban Development. Government-related mortgage-backed securities are not backed by the full faith and credit of the U.S. government. Issuers include FNMA and FHLMC, which are congressionally chartered corporations. In September 2008, the U.S. Treasury placed FNMA and FHLMC under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury entered into purchase agreements with FNMA and FHLMC to provide them with capital in exchange for senior preferred stock. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. Participation certificates representing interests in mortgages from FHLMCs national portfolio are guaranteed as to the timely payment of interest and principal by FHLMC. Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments (i.e., mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary).
Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. A funds ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. A funds ability to reinvest prepayments of principal at comparable yield is subject to generally prevailing interest rates at that time. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of a pool of mortgages supporting a mortgage-backed security. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such a pool. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, mortgage-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.
Mortgage-Backed SecuritiesAdjustable Rate Mortgage-Backed Securities. Adjustable rate mortgage-backed securities (ARMBSs) have interest rates that reset at periodic intervals. Acquiring ARMBSs permits a fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSs generally have higher current yield and lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity. However, because the interest rates on ARMBSs are reset only periodically, changes in market interest rates or in the issuers creditworthiness may affect their value. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a fund holding an ARMBS does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like fixed income securities and less like adjustable rate securities and are thus subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.
Mortgage-Backed SecuritiesCollateralized Mortgage Obligations. Collateralized mortgage obligations (CMOs) are mortgage-backed securities that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO transaction are divided into groups, and each group of bonds is referred to as a tranche. Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under a traditional CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under a CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the
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terms of the particular CMO issuance. The fastest-pay tranches of bonds, as specified in the prospectus for the issuance, would initially receive all principal payments. When those tranches of bonds are retired, the next tranche (or tranches) in the sequence, as specified in the prospectus, receives all of the principal payments until that tranche is retired. The sequential retirement of bond groups continues until the last tranche is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long-maturity, monthly pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives and risk characteristics.
In recent years, new types of CMO tranches have evolved. These include floating rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which a fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-backed securities.
CMOs may include real estate mortgage investment conduits (REMICs). REMICs, which were authorized under the Tax Reform Act of 1986, are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. A REMIC is a CMO that qualifies for special tax treatment under the IRC and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as regular interests, or residual interests. Guaranteed REMIC pass-through certificates (REMIC Certificates) issued by FNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or FNMA, FHLMC, or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest and also guarantees the payment of principal, as payments are required to be made on the underlying mortgage participation certificates. FNMA REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by FNMA.
The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (i.e., the priority of the individual tranches). An increase or decrease in prepayment rates (resulting from a decrease or increase in mortgage interest rates) will affect the yield, the average life, and the price of CMOs. The prices of certain CMOs, depending on their structure and the rate of prepayments, can be volatile. Some CMOs may also not be as liquid as other securities.
Mortgage-Backed SecuritiesHybrid ARMs. A hybrid adjustable rate mortgage (hybrid ARM) is a type of mortgage in which the interest rate is fixed for a specified period and then resets periodically, or floats, for the remaining mortgage term. Hybrid ARMs are usually referred to by their fixed and floating periods. For example, a 5/1 ARM refers to a mortgage with a 5-year fixed interest rate period, followed by a 1-year interest rate adjustment period. During the initial interest period (i.e., the initial five years for a 5/1 hybrid ARM), hybrid ARMs behave more like fixed income securities and are thus subject to the risks associated with fixed income securities. All hybrid ARMs have reset dates. A reset date is the date when a hybrid ARM changes from a fixed interest rate to a floating interest rate. At the reset date, a hybrid ARM can adjust by a maximum specified amount based on a margin over an identified index. Like ARMBSs, hybrid ARMs have periodic and lifetime limitations on the increases that can be made to the interest rates that mortgagors pay. Therefore, if during a floating rate period interest rates rise above the interest rate limits of the hybrid ARM, a fund holding the hybrid ARM does not benefit from further increases in interest rates.
Mortgage-Backed SecuritiesMortgage Dollar Rolls. A mortgage dollar roll is a transaction in which a fund sells a mortgage-backed security to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a predetermined price. A mortgage-dollar-roll program may be structured to simulate an investment in mortgage-backed securities at a potentially lower cost, or with potentially reduced administrative burdens, than directly holding mortgage-backed securities. For accounting purposes, each transaction in a mortgage dollar roll is viewed as a separate purchase and sale of a mortgage-backed security. These transactions may increase a funds portfolio turnover rate. The fund receives cash for a mortgage-backed security in the initial transaction and enters into an agreement that requires the fund to purchase a similar mortgage-backed security in the future.
The counterparty with which a fund enters into a mortgage-dollar-roll transaction is obligated to provide the fund with similar securities to purchase as those originally sold by the fund. These securities generally must (1) be issued by the same agency and be part of the same program; (2) have similar original stated maturities; (3) have identical net coupon rates; and (4) satisfy good delivery requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within a certain percentage of the initial amount delivered. Mortgage dollar rolls will
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be used only if consistent with a funds investment objective and strategies and will not be used to change a funds risk profile.
Mortgage-Backed SecuritiesStripped Mortgage-Backed Securities. Stripped mortgage-backed securities (SMBSs) are derivative multiclass mortgage-backed securities. SMBSs may be issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities formed or sponsored by any of the foregoing.
SMBSs are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the IO class), while the other class will receive all of the principal (the principal-only or PO class). The price and yield to maturity on an IO class are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to recoup some or all of its initial investment in these securities, even if the security is in one of the highest rating categories.
Although SMBSs are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed, and accordingly, these securities may be deemed illiquid and thus subject to a funds limitations on investment in illiquid securities.
Municipal Bonds. Municipal bonds are debt obligations issued by states, municipalities, U.S. jurisdictions or territories, and other political subdivisions and by agencies, authorities, and instrumentalities of states and multistate agencies or authorities (collectively, municipalities). Typically, the interest payable on municipal bonds is, in the opinion of bond counsel to the issuer at the time of issuance, exempt from federal income tax.
Municipal bonds include securities from a variety of sectors, each of which has unique risks, and can be divided into government bonds (i.e., bonds issued to provide funding for governmental projects, such as public roads or schools) and conduit bonds (i.e., bonds issued to provide funding for a third-party permitted to use municipal bond proceeds, such as airports or hospitals). The Portfolios will not concentrate in any one industry; tax-exempt securities issued by states, municipalities, and their political subdivisions are not considered to be part of an industry. However, if a municipal bonds income is derived from a specific project, the securities will be considered to be from the industry of that project. Municipal bonds include, but are not limited to, general obligation bonds, limited obligation bonds, and revenue bonds, including industrial development bonds issued pursuant to federal tax law.
General obligation bonds are secured by the issuers pledge of its full faith, credit, and taxing power for the payment of principal and interest. Limited obligation bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Revenue or special tax bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other tax, but not from general tax revenues.
Revenue bonds involve the credit risk of the underlying project or enterprise (or its corporate user) rather than the credit risk of the issuing municipality. Under the IRC, certain limited obligation bonds are considered private activity bonds, and interest paid on such bonds is treated as an item of tax preference for purposes of calculating federal alternative minimum tax liability. Tax-exempt private activity bonds and industrial development bonds generally are also classified as revenue bonds and thus are not payable from the issuers general revenues. The credit and quality of private activity bonds and industrial development bonds are usually related to the credit of the corporate user of the facilities. Payment of interest on and repayment of principal of such bonds are the responsibility of the corporate user (and/or any guarantor). Some municipal bonds may be issued as variable or floating rate securities and may incorporate market-dependent liquidity features (see discussion of Debt SecuritiesVariable and Floating Rate Securities). A tax-exempt fund will generally invest only in securities deemed tax-exempt by a nationally recognized bond counsel, but there is no guarantee that the interest payments on municipal bonds will continue to be tax-exempt for the life of the bonds.
Some longer-term municipal bonds give the investor a put option, which is the right to sell the security back to the issuer at par (face value) prior to maturity, within a specified number of days following the investors requestusually one to seven days. This demand feature enhances a securitys liquidity by shortening its maturity and enables it to trade at a price equal to or very close to par. If a demand feature terminates prior to being exercised, a fund would hold the
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longer-term security, which could experience substantially more volatility. Municipal bonds that are issued as variable or floating rate securities incorporating market-dependent liquidity features may have greater liquidity risk than other municipal bonds (see discussion of Debt SecuritiesVariable and Floating Rate Securities).
Some municipal bonds feature credit enhancements, such as lines of credit, letters of credit, municipal bond insurance, and standby bond purchase agreements (SBPAs). SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance (which is usually purchased by the bond issuer from a private, nongovernmental insurance company) provides an unconditional and irrevocable guarantee that the insured bonds principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of any fund. The credit quality of an insured bond reflects the higher of the credit quality of the insurer, based on its claims-paying ability, or the credit quality of the underlying bond issuer or obligor. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurers loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them are assessed as high credit quality. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity providers obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower or bond issuer.
Municipal bonds also include tender option bonds, which are municipal derivatives created by dividing the income stream provided by an underlying municipal bond to create two securities issued by a special-purpose trust, one short-term and one long-term. The interest rate on the short-term component is periodically reset. The short-term component has negligible interest rate risk, while the long-term component has all of the interest rate risk of the original bond. After income is paid on the short-term securities at current rates, the residual income goes to the long-term securities. Therefore, rising short-term interest rates result in lower income for the longer-term portion, and vice versa. The longer-term components can be very volatile and may be less liquid than other municipal bonds of comparable maturity. These securities have been developed in the secondary market to meet the demand for short-term, tax-exempt securities.
Municipal securities also include a variety of structures geared toward accommodating municipal-issuer short-term cash-flow requirements. These structures include, but are not limited to, general market notes, commercial paper, put bonds, and variable-rate demand obligations (VRDOs). VRDOs comprise a significant percentage of the outstanding debt in the short-term municipal market. VRDOs can be structured to provide a wide range of maturity options (1 day to over 360 days) to the underlying issuing entity and are typically issued at par. The longer the maturity option, the greater the degree of liquidity risk (the risk of not receiving an asking price of par or greater) and reinvestment risk (the risk that the proceeds from maturing bonds must be reinvested at a lower interest rate).
Although most municipal bonds are exempt from federal income tax, some are not. Taxable municipal bonds include Build America Bonds (BABs). The borrowing costs of BABs are subsidized by the federal government, but BABs are subject to state and federal income tax. BABs were created pursuant to the American Recovery and Reinvestment Act of 2009 (ARRA) to offer an alternative form of financing to state and local governments whose primary means for accessing the capital markets had been through the issuance of tax-exempt municipal bonds. BABs also include Recovery Zone Economic Development Bonds, which are subsidized more heavily by the federal government than other BABs and are designed to finance certain types of projects in distressed geographic areas.
Under ARRA, an issuer of a BAB is entitled to receive payments from the U.S. Treasury over the life of the BAB equal to 35% of the interest paid (or 45% of the interest paid in the case of a Recovery Zone Economic Development Bond). For example, if a state or local government were to issue a BAB at a taxable interest rate of 10% of the par value of the bond, the U.S. Treasury would make a payment directly to the issuing government of 35% of that interest (3.5% of the par value of the bond) or 45% of the interest (4.5% of the par value of the bond) in the case of a Recovery Zone Economic Development Bond. Thus, the state or local governments net borrowing cost would be 6.5% or 5.5%, respectively, on BABs that pay 10% interest. In other cases, holders of a BAB receive a 35% or 45% tax credit, respectively. The BAB program expired on December 31, 2010. BABs outstanding prior to the expiration of the program continue to be eligible for the federal interest rate subsidy or tax credit, which continues for the life of the BABs; however, the federal interest rate subsidy or tax credit has been reduced by the government sequester. Additionally,
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bonds issued following expiration of the program are not eligible for federal payment or tax credit. In addition to BABs, a fund may invest in other municipal bonds that pay taxable interest.
The reorganization under the federal bankruptcy laws of an issuer of, or payment obligor with respect to, municipal bonds may result in the municipal bonds being cancelled without repayment; repaid only in part; or repaid in part or whole through an exchange thereof for any combination of cash, municipal bonds, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or payment obligor or a related entity. Certain issuers are not eligible to file for bankruptcy.
Municipal BondsRisks. Municipal bonds are subject to credit risk. The yields of municipal bonds depend on, among other things, general money market conditions, conditions in the municipal bond market, size of a particular offering, maturity of the obligation, and credit quality of the issue. Consequently, municipal bonds with the same maturity, coupon, and credit quality may have different yields, while municipal bonds of the same maturity and coupon, but with different credit quality, may have the same yield. It is the responsibility of a funds investment management advisor to appraise independently the fundamental quality of bonds held by the fund. Information about the financial condition of an issuer of municipal bonds may not be as extensive as that which is made available by corporations whose securities are publicly traded. Obligations of issuers of municipal bonds are generally subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors.
Congress, state legislatures, or other governing authorities may seek to extend the time for payment of principal or interest, or both, or to impose other constraints upon enforcement of such obligations. For example, from time to time, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Also, from time to time, proposals have been introduced before state and local legislatures to restrict or eliminate the state and local income tax exemption for interest on municipal bonds. Similar proposals may be introduced in the future. If any such proposal were enacted, it might restrict or eliminate the ability of a fund to achieve its respective investment objective. In that event, the funds trustees and officers would reevaluate its investment objective and policies and consider recommending to its shareholders changes in such objective and policies.
There is also the possibility that, as a result of litigation or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their municipal bonds may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation or conditions may, from time to time, have the effect of introducing uncertainties in the market for municipal bonds or certain segments thereof or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal, or political developments might affect all or a substantial portion of a funds municipal bonds in the same manner. For example, a state specific tax-exempt fund is subject to state-specific risk, which is the chance that the fund, because it invests primarily in securities issued by a particular state and its municipalities, is more vulnerable to unfavorable developments in that state than are funds that invest in municipal securities of many states. Unfavorable developments in any economic sector may have far-reaching ramifications on a states overall municipal market. In the event that a particular obligation held by a fund is assessed at a credit quality below the minimum investment level permitted by the investment policies of such fund, the funds investment advisor, pursuant to oversight from the trustees, will carefully assess the creditworthiness of the obligation to determine whether it continues to meet the policies and objective of the fund.
Municipal bonds are subject to interest rate risk, which is the chance that bond prices will decline over short or even long periods because of rising interest rates. Interest rate risk is higher for long-term bonds, whose prices are much more sensitive to interest rate changes than are the prices of shorter-term bonds. Generally, prices of longer-maturity issues tend to fluctuate more than prices of shorter-maturity issues. Prices and yields on municipal bonds are dependent on a variety of factors, such as the financial condition of the issuer, the general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject to change from time to time.
Municipal bonds are subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupons or interest rates before their maturity dates. A fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the funds income. Such redemptions and subsequent reinvestments would also increase a funds portfolio turnover rate. Call risk is generally high for long-term bonds. Conversely, municipal bonds are also subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities
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will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. Extension risk is generally high for long-term bonds.
Municipal bonds may be deemed to be illiquid as determined by or in accordance with methods adopted by a funds board of trustees. In determining the liquidity and appropriate valuation of a municipal bond, a funds advisor may consider the following factors relating to the security, among others: (1) the frequency of trades and quotes; (2) the number of dealers willing to purchase or sell the security; (3) the willingness of dealers to undertake to make a market; (4) the nature of the marketplace trades, including the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer; and (5) the factors unique to a particular security, including general creditworthiness of the issuer and the likelihood that the marketability of the securities will be maintained throughout the time the security is held by the fund.
Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a premium, the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty whereas for exchange-traded centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.
The buyer (or holder) of an option is said to be long the option, while the seller (or writer) of an option is said to be short the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.
A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial
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losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a funds current obligations (or rights) under an OTC swap agreement will generally be equal only to the net amount to be paid or received under the agreement, based on the relative values of the positions held by each counterparty. OTC swap agreements allow for a wide variety of transactions. For example, fixed rate payments may be exchanged for floating rate payments; U.S. dollar-denominated payments may be exchanged for payments denominated in a different currency; and payments tied to the price of one asset, reference rate, or index may be exchanged for payments tied to the price of another asset, reference rate, or index.
An OTC option on an OTC swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.
OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a funds limitation on investments in illiquid securities.
OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.
Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving
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OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.
The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading Derivatives, under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.
Other Investment Companies. A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the funds expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear similar expenses of the underlying investment companies. Certain investment companies, such as business development companies (BDCs), are more akin to operating companies and, as such, their expenses are not direct expenses paid by fund shareholders and are not used to calculate the funds net asset value. SEC rules nevertheless require that any expenses incurred by a BDC be included in a funds expense ratio as Acquired Fund Fees and Expenses. The expense ratio of a fund that holds a BDC will thus overstate what the fund actually spends on portfolio management, administrative services, and other shareholder services by an amount equal to these Acquired Fund Fees and Expenses. The Acquired Fund Fees and Expenses are not included in a funds financial statements, which provide a clearer picture of a funds actual operating expenses. Shareholders would also be exposed to the risks associated not only with the investments of the fund but also with the portfolio investments of the underlying investment companies. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that typically trade on a stock exchange or over-the-counter at a premium or discount to their net asset value. Others are continuously offered at net asset value but also may be traded on the secondary market.
Preferred Stock. Preferred stock represents an equity or ownership interest in an issuer. Preferred stock normally pays dividends at a specified rate and has precedence over common stock in the event the issuer is liquidated or declares bankruptcy. However, in the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds take precedence over the claims of those who own preferred and common stock. Preferred stock, unlike common stock, often has a stated dividend rate payable from the corporations earnings. Preferred stock dividends may be cumulative or noncumulative, participating, or auction rate. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the issuers common stock. Participating preferred stock may be entitled to a dividend exceeding the stated dividend in certain cases. If interest rates rise, the fixed dividend on preferred 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.
Private Equity. Private equity is equity capital that is not quoted on a public exchange. It consists of investors and funds that make investments directly into private companies or conduct buyouts of public companies that result in a delisting of public equity. Capital for private equity is raised from retail and institutional investors, and can be used to fund new technologies, expand working capital within an owned company, make acquisitions, or to strengthen a balance sheet.
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Private equity securities should be regarded as illiquid, as they are not listed on an exchange and are generally not transferable. By their nature, investments in privately held companies tend to be riskier than investments in publicly traded companies. Generally, there will be no readily available market for private equity investments and, accordingly, most such investments are difficult to value and can be difficult to exit.
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 REITs 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 regulatory requirements. In addition, a REIT may fail to qualify for tax-exempt status 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 bankers acceptance, or a certificate of deposit) from a bank, a broker, or a dealer and simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. When entering into a repurchase agreement with the Federal Reserve, the collateral received will equal 100% of the value of the repurchase agreement. In addition, the investment advisor will monitor a funds repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a repurchase agreement relating to a fund. The aggregate amount of any such agreements is not limited, except to the extent required by law.
The use of repurchase agreements involves certain risks. One risk is the sellers ability to pay the agreed-upon repurchase price on the repurchase date. If the seller defaults, the fund may incur costs in disposing of the collateral, which would reduce the amount realized thereon. If the seller seeks relief under bankruptcy laws, the disposition of the collateral may be delayed or limited. For example, if the other party to the agreement becomes insolvent and subject to liquidation or reorganization under bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
Restricted and Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption
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features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the securitys issuer.
Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing. A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a funds use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the funds right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.
Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are very low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the funds total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower marks to market on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on
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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 rules of the New York Stock Exchange, which presently require the borrower, after notice, to redeliver the securities within the normal settlement time of three business days. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment companys trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the funds ability to vote on such a matter.
Pursuant to Vanguards securities lending policy, Vanguards fixed income and money market funds are not permitted to, and do not, lend their investment securities.
Tax MattersFederal Tax Requirements Applicable to Variable Annuity and Variable Life Insurance Contracts.
Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to the Portfolios and the insurance company separate accounts investing in the Portfolios on the IRC, U.S. Treasury regulations, and other applicable authority. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. The discussion assumes that the shares of each Portfolio will be respected as owned by the insurance company separate accounts that invest in such Portfolio to fund the insurance companys obligations under a variable life or variable annuity contract. For information concerning the federal income tax consequences to a holder of such a contract, refer to the prospectus for the particular contract. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.
Tax MattersFederal Tax Treatment of Bonds Issued or Purchased at a Discount. Any investment in zero-coupon bonds, deferred interest bonds, payment-in-kind bonds, certain inflation-adjusted debt instruments, certain stripped securities, and certain securities purchased at a market discount (including certain high yield debt obligations) will cause a Portfolio to recognize income prior to the receipt of cash payments with respect to those securities. To distribute this income and avoid a tax on the Portfolio, the Portfolio may be required to liquidate portfolio securities that it might otherwise have continued to hold.
Tax MattersFederal Tax Treatment of Derivatives, Foreign Currency, Hedging, and Related Transactions. A Portfolios transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the Portfolios hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the Portfolio, defer losses to the Portfolio, cause adjustments in the holding periods of the Portfolios 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 Portfolio has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Tax MattersFederal Tax Treatment of Investments in REITs and Certain Mortgage-Related Investments. Under a notice issued by the IRS in 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively, a portion of a Portfolios income (including income allocated to a Portfolio from a REIT or other pass-through entity) that is attributable to a residual interest in real estate mortgage conduits (REMICs) or taxable mortgage pools (excess inclusion) will be subject to federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related residual interest directly. As a result, a life insurance company separate account funding a variable contract may be taxed currently to the extent of its share of a Portfolios excess inclusion income. In general, where excess inclusion income is allocated to a life insurance company separate account funding a variable life insurance
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or variable annuity contract, such income cannot be offset by an adjustment to the reserves and thus is currently taxed notwithstanding the more general tax deferral available to insurance company separate accounts funding such contracts.
Tax MattersPassive Foreign Investment Companies. Special tax considerations apply with respect to investments by a Portfolio in certain 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, each Portfolio may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned in respect to PFICs interests, whether or not such amounts are distributed to shareholders. To avoid such tax and interest, a Portfolio may elect to mark to market its PFIC interests, that is, to treat such interests as sold on the last day of the Portfolios fiscal year and to recognize any unrealized gains (or losses, to the extent of previously recognized gains) as ordinary income each year. This election may cause the Portfolio to recognize income prior to the receipt of cash payments with respect to those investments; in order to distribute this income and avoid a tax on the Portfolio, the Portfolio may be required to liquidate portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss to the Portfolio. Distributions from the Portfolio that are attributable to income or gains earned in respect to PFIC interests are characterized as ordinary income. Each Portfolio (other than the Money Market, Short-Term Investment-Grade, Total Bond Market Index, and High Yield Bond Portfolios) may invest in PFICs.
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.
Trust Preferred Securities. Trust preferred securities are a type of hybrid security in which a parent company issues subordinated debt to an affiliated special purpose trust, which will in turn issue limited-life preferred securities to investors and common securities to the parent company. Investors will receive distributions of the interest the trust receives on the debt issued by the parent company during the term of the preferred securities. The underlying subordinated debt may be secured or unsecured, and it generally ranks slightly higher in terms of payment priority than both common and preferred securities of the issuer, but below its other debt securities. Trust preferred securities generally have a yield advantage over traditional preferred stocks, but unlike preferred stocks, distributions generally are treated as interest rather than dividends for federal income tax purposes and, therefore, are not eligible for the dividends-received deduction available to U.S. corporations for dividends paid by U.S. corporations or the lower federal tax rate applicable to qualified dividends. Trust preferred securities typically have maturities of 30 years or more, may be subject to prepayment by the issuer under certain circumstances, and have periodic fixed or variable interest payments and maturities at face value. In addition, trust preferred securities may allow for deferral of interest payments for up to 5 years or longer. However, during any deferral period, interest will accrue and be taxable for holders of the trust preferred securities. Furthermore, if an issuer of trust preferred securities exercised its right to defer interest payments, the securities would be treated as issued with original issue discount (OID) at that time and all interest on the securities would thereafter be treated as OID as long as the securities remained outstanding. Unlike typical asset-backed securities, trust preferred securities have only one underlying obligor and are not over-collateralized. For that reason, the market may effectively treat trust preferred securities as subordinate corporate debt of the parent company issuer. The risks associated with trust preferred securities typically include those relating to the financial condition of the parent company, as the trust typically has no business operations other than holding the subordinated debt issued by the parent company. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the parent company. There can be no assurance as to the liquidity of trust preferred securities or the ability of holders of the trust preferred securities to sell their holdings.
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
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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 Variable Insurance Fund International Portfolio have not been, and will not be, registered under the laws of India and are not intended to benefit from any laws in India promulgated for the protection of shareholders. As a result of regulatory requirements in India, shares of the International Portfolio shall not be knowingly offered to (directly or indirectly) or sold or delivered to (within India); transferred to or purchased by; or held by, for, on the account of, or for the benefit of (i) a person resident in India (as defined under applicable Indian law), (ii) an overseas corporate body or a person of Indian origin (as defined under applicable Indian law), or (iii) any other entity or person disqualified or otherwise prohibited from accessing the Indian securities market under applicable laws, as may be amended from time to time. Investors, prior to purchasing shares of the International Portfolio, must satisfy themselves regarding compliance with these requirements.
SHARE PRICE
Each Portfolios share price, called its net asset value, or NAV, is calculated each business day after the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share is computed by dividing the total assets, minus liabilities, of the Portfolio by the number of Portfolio shares outstanding. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Portfolios do not sell or redeem shares. However, on those days the value of a Portfolios assets may be affected to the extent that the Portfolio holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open). The underlying Vanguard funds in which the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios invest also do not calculate their NAV on days when the Exchange is closed but the value of their assets may be affected to the extent that they hold securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
The Exchange typically observes the following holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although the 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.
It is the policy of the Money Market Portfolio to attempt to maintain a net asset value of $1 per share for sales and redemptions. The instruments held by the Portfolio are valued on the basis of amortized cost, which does not take into account unrealized capital gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price which the Portfolio would receive if it sold the instrument. The Portfolios holdings will be reviewed by the trustees, at such intervals as they may deem appropriate, to determine whether the Portfolios net asset value calculated by using available market quotations
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deviates from $1 per share based on amortized cost. The extent of any deviation will be examined by the trustees. If such deviation exceeds 1/2 of 1%, the trustees will promptly consider what action, if any, will be initiated. In the event the trustees determine that a deviation exists which may result in material dilution or other unfair results to investors or existing shareholders, they have agreed to take such corrective action as they regard as necessary and appropriate, including selling fund instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; making a special capital distribution; redeeming shares in kind; or establishing a net asset value per share by using available market quotations.
The use of amortized cost and the maintenance of the Money Market Portfolios net asset value at $1 is based on its election to operate under Rule 2a-7 under the 1940 Act. As a condition of operating under that rule, the Portfolio must maintain a dollar-weighted average portfolio maturity of 60 days or less; maintain a dollar-weighted average life of 120 days or less; purchase only instruments having remaining maturities of 397 days or less; meet applicable daily, weekly, and general liquidity requirements; and invest only in securities that are determined by methods approved by the trustees to present minimal credit risks and that are of high quality.
PURCHASE AND REDEMPTION OF SHARES
Purchase of Shares
The purchase price of shares of each Portfolio is the NAV next determined after the purchase request is received in good order, as defined in the Portfolios prospectus.
The Total Bond Market Index Portfolio reserves the right to impose a transaction fee of 0.25% on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Portfolio. The advisor may impose this transaction fee if an investors aggregate purchases into the Portfolio over a 12-month period exceed, or are expected to exceed, $50 million. The Portfolio may incur substantial transaction costs in absorbing very large investments, and the fee (paid directly to the Portfolio) is intended to protect existing shareholders from being unfairly impacted by such costs. The Portfolios advisor will consider several factors in determining whether to apply the fee, including the following:
- The transaction costs of buying securities, determined in part by the availability of securities at that time.
- The offsetting effect of any Portfolio redemptions occurring at that time.
- The Portfolios then-current rate of growth.
Exchange of Securities for Shares of a Portfolio. Shares of a Portfolio may be purchased in kind (i.e., in exchange for securities, rather than for cash) at the discretion of the Portfolios portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Portfolio will be valued, as set forth in the Portfolios 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 Portfolio and must be delivered to the Portfolio 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 portfolio shares in kind should contact Vanguard.
Redemption of Shares
The redemption price of shares of each Portfolio is the NAV next determined after the redemption request is received in good order, as defined in the Portfolios prospectus.
Each Portfolio can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Portfolio 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 Portfolio 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, including in connection with a determination by the board of a money market fund under Rule 22e-3 under the 1940 Act to suspend redemptions and postpone payment of redemption proceeds in order to facilitate an orderly liquidation of a money market fund. In addition, in accordance with Rule 2a-7 under the 1940 Act, the board of trustees of a retail or institutional money market fund may implement liquidity fees and redemption gates if a retail or institutional money market funds weekly liquid assets fall below established thresholds.
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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 Portfolio at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Portfolio to make payment wholly or partly in cash, the Portfolio may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Portfolio 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 Portfolios 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 Portfolio.
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
MANAGEMENT OF THE FUND
Vanguard
The Fund is part of the Vanguard group of investment companies, which consists of more than 190 mutual funds. Each fund is a series of a Delaware statutory trust, and through the trusts jointly owned subsidiary, Vanguard, the funds obtain at cost virtually all of their corporate management, administrative, and distribution services. Vanguard also provides investment advisory services on an at-cost basis to several of the Vanguard funds.
Vanguard was established and operates under an Amended and Restated Funds Service Agreement (the Agreement). Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. The funds officers are also employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
For all Portfolios except the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios. Vanguard provides corporate management, administrative, and distribution services at cost. Each Portfolio pays its share of Vanguards total expenses, which are allocated among the Portfolios under methods approved by the board of trustees of each Portfolio. In addition, each Portfolio bears its own direct expenses, such as legal, auditing, and custodial fees. The Agreement provides that each Vanguard Portfolio may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each Portfolio has invested are adjusted from time to time in order to maintain the proportionate relationship between each Portfolios relative net assets and its contribution to Vanguards capital.
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| As of December 31, 2016, each Portfolio had contributed capital to Vanguard as follows: | |||
| Percentage of | |||
| Capital | Portfolio’s | Percent of | |
| Contribution to | Average | Vanguard’s | |
| Vanguard Variable Insurance Fund Portfolio | Vanguard | Net Assets | Capitalization |
| Balanced Portfolio | $ 188,000 | 0.01% | 0.08% |
| Capital Growth Portfolio | 71,000 | 0.01 | 0.03 |
| Diversified Value Portfolio | 84,000 | 0.01 | 0.03 |
| Equity Income Portfolio | 86,000 | 0.01 | 0.03 |
| Equity Index Portfolio | 319,000 | 0.01 | 0.13 |
| Growth Portfolio | 32,000 | 0.01 | 0.01 |
| High Yield Bond Portfolio | 46,000 | 0.01 | 0.02 |
| International Portfolio | 160,000 | 0.01 | 0.06 |
| Mid-Cap Index Portfolio | 112,000 | 0.01 | 0.04 |
| Money Market Portfolio | 73,000 | 0.01 | 0.03 |
| REIT Index Portfolio | 79,000 | 0.01 | 0.03 |
| Short-Term Investment-Grade Portfolio | 104,000 | 0.01 | 0.04 |
| Small Company Growth Portfolio | 105,000 | 0.01 | 0.04 |
| Total Bond Market Index Portfolio | 225,000 | 0.01 | 0.09 |
For the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios. The Agreement provides that each Portfolio will not contribute to Vanguard’s capitalization or pay for corporate management, administrative, and distribution services provided by Vanguard. However, each Portfolio will bear its own direct expenses, such as legal, auditing, and custodial fees. In addition, the Agreement further provides that each Portfolio’s direct expenses will be offset, in whole or in part, by a reimbursement from Vanguard for (1) the Portfolio’s contributions to the cost of operating the underlying Vanguard funds in which the Portfolio invests, and (2) certain savings in administrative and marketing costs that Vanguard expects to derive from the Portfolio’s operations. Each Portfolio expects that the reimbursements should be sufficient to offset most or all of the direct expenses incurred by the Portfolio. Therefore, each Portfolio is expected to operate at a very low—or zero—direct expense ratio. Of course, there is no guarantee that this will always be the case.
Although each Portfolio is not expected to incur any net expenses directly, the Portfolio’s shareholders indirectly bear the expenses of the underlying Vanguard funds. As of December 31, 2016, the Acquired Fund Fees and Expenses of the Total Stock Market Index Portfolio were 0.16%. For the Conservative Allocation and Moderate Allocation Portfolios, the Acquired Fund Fees and Expenses were 0.16% each.
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
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formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each funds sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no funds aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each funds contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
VMCs principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:
- Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
- Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
- Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
- Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.
- Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
- Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
- Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.
VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMCs cost- and performance-sharing arrangements may be established in connection with Vanguard investment products or services offered or provided to or through the financial service providers. VMCs arrangements for shared marketing and distribution activities may vary among financial service providers, and its payments or reimbursements to financial service providers in connection with shared marketing and distribution activities may be significant. VMC participates in an offshore arrangement established with a third party to provide marketing, promotional, and other services to qualifying Vanguard funds that are distributed in certain foreign countries on a private-placement basis to government-sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or
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the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs marketing and distribution activities are primarily intended to result in the sale of the funds shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Portfolios on an at-cost basis. Amounts captioned Management and Administrative Expenses include the Portfolios allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the funds. Amounts captioned Marketing and Distribution Expenses include the Portfolios 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 the Portfolios 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 December 31, 2014, 2015, and 2016, and are presented as a percentage of each Portfolios average month-end net assets.
| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Portfolio Assets) | |||
| Vanguard Variable Insurance Fund Portfolio | 2014 | 2015 | 2016 |
| Balanced Portfolio | |||
| Management and Administrative Expenses | 0.18% | 0.16% | 0.16% |
| Marketing and Distribution Expenses | 0.01 | 0.02 | 0.02 |
| Capital Growth Portfolio | |||
| Management and Administrative Expenses | 0.22% | 0.18% | 0.18% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Diversified Value Portfolio | |||
| Management and Administrative Expenses | 0.20% | 0.16% | 0.16% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Equity Income Portfolio | |||
| Management and Administrative Expenses | 0.20% | 0.20% | 0.20% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.02 |
| Equity Index Portfolio | |||
| Management and Administrative Expenses | 0.14% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Growth Portfolio | |||
| Management and Administrative Expenses | 0.25% | 0.24% | 0.24% |
| Marketing and Distribution Expenses | 0.01 | 0.01 | 0.02 |
| High Yield Bond Portfolio | |||
| Management and Administrative Expenses | 0.20% | 0.19% | 0.19% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| International Portfolio | |||
| Management and Administrative Expenses | 0.24% | 0.19% | 0.17% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Mid-Cap Index Portfolio | |||
| Management and Administrative Expenses | 0.21% | 0.16% | 0.16% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Money Market Portfolio | |||
| Management and Administrative Expenses | 0.13% | 0.03% | 0.13% |
| Marketing and Distribution Expenses | 0.02 | 0.03 | 0.03 |
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| Annual Shared Fund Operating Expenses | |||
| (Shared Expenses Deducted From Portfolio Assets) | |||
| Vanguard Variable Insurance Fund Portfolio | 2014 | 2015 | 2016 |
| REIT Index Portfolio | |||
| Management and Administrative Expenses | 0.24% | 0.24% | 0.24% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Short-Term Investment-Grade Portfolio | |||
| Management and Administrative Expenses | 0.18% | 0.13% | 0.13% |
| Marketing and Distribution Expenses | 0.01 | 0.02 | 0.02 |
| Small Company Growth Portfolio | |||
| Management and Administrative Expenses | 0.19% | 0.19% | 0.18% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Total Bond Market Index Portfolio | |||
| Management and Administrative Expenses | 0.17% | 0.12% | 0.12% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
The Growth Portfolios investment advisors may direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the Portfolio part of the commissions generated. Such rebates are used solely to reduce the Portfolios 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 boards corporate governance principles, the trustees believe that their primary responsibility is oversight of the management of each fund for the benefit of its shareholders, not day-to-day management. The trustees set broad policies for the funds; select investment advisors; monitor fund operations, regulatory compliance, performance, and costs; nominate and select new trustees; and elect fund officers. Vanguard manages the day-to-day operations of the funds under the direction of the board of trustees.
The trustees play an active role, as a full board and at the committee level, in overseeing risk management for the funds. The trustees delegate the day-to-day risk management of the funds to various groups, including portfolio review, investment management, risk management, compliance, legal, fund accounting, and fund financial services. These groups provide the trustees with regular reports regarding investment, valuation, liquidity, and compliance, as well as the risks associated with each. The trustees also oversee risk management for the funds through regular interactions with the funds internal and external auditors.
The full board participates in the funds risk oversight, in part, through the Vanguard funds compliance program, which covers the following broad areas of compliance: investment and other operations; recordkeeping; valuation and pricing; communications and disclosure; reporting and accounting; oversight of service providers; fund governance; and codes of ethics, insider trading controls, and protection of nonpublic information. The program seeks to identify and assess risk through various methods, including through regular interdisciplinary communications between compliance professionals and business personnel who participate on a daily basis in risk management on behalf of the funds. The funds chief compliance officer regularly provides reports to the board in writing and in person.
The audit committee of the board, which is composed of Rajiv L. Gupta, JoAnn Heffernan Heisen, F. Joseph Loughrey, Mark Loughridge, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial-reporting processes, systems of internal control, and the audit process. Vanguards head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.
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All of the trustees bring to each funds board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of the funds, the board considers a wide variety of information about the trustee, and multiple factors contribute to the boards decision. Each trustee is determined to have the experience, skills, and attributes necessary to serve the funds and their shareholders because each trustee demonstrates an exceptional ability to consider complex business and financial matters, evaluate the relative importance and priority of issues, make decisions, and contribute effectively to the deliberations of the board. The board also considers the individual experience of each trustee and determines that the trustees professional experience, education, and background contribute to the diversity of perspectives on the board. The business acumen, experience, and objective thinking of the trustees are considered invaluable assets for Vanguard management and, ultimately, the Vanguard funds shareholders. The specific roles and experience of each board member that factor into this determination are presented on the following pages. The mailing address of the trustees and officers is P.O. Box 876, Valley Forge, PA 19482.
| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustee1 | ||||
| F. William McNabb III | Chairman of the | July 2009 | Mr. McNabb has served as Chairman of the Board of | 197 |
| (1957) | Board, Chief | Vanguard and of each of the investment companies | ||
| Executive Officer, | served by Vanguard, since January 2010; Trustee of | |||
| and President | each of the investment companies served by | |||
| Vanguard, since 2009; Director of Vanguard since | ||||
| 2008; and Chief Executive Officer and President of | ||||
| Vanguard and of each of the investment companies | ||||
| served by Vanguard, since 2008. Mr. McNabb also | ||||
| serves as a Director of Vanguard Marketing | ||||
| Corporation. Mr. McNabb served as a Managing | ||||
| Director of Vanguard from 1995 to 2008. | ||||
| 1 Mr. McNabb is considered an interested person, as defined in the 1940 Act, because he is an officer of the Trust. | ||||
| Independent Trustees | ||||
| Emerson U. Fullwood | Trustee | January 2008 | Mr. Fullwood is the former Executive Chief Staff and | 197 |
| (1948) | Marketing Officer for North America and Corporate | |||
| Vice President (retired 2008) of Xerox Corporation | ||||
| (document management products and services). | ||||
| Previous positions held at Xerox by Mr. Fullwood include | ||||
| President of the Worldwide Channels Group, President | ||||
| of Latin America, Executive Chief Staff Officer of | ||||
| Developing Markets, and President of Worldwide | ||||
| Customer Services. Mr. Fullwood is the Executive in | ||||
| Residence and 20092010 Distinguished Minett | ||||
| Professor at the Rochester Institute of Technology. | ||||
| Mr. Fullwood serves as Lead Director of SPX FLOW, Inc. | ||||
| (multi-industry manufacturing) and also serves as a | ||||
| Director of the University of Rochester Medical Center, | ||||
| Monroe Community College Foundation, the United | ||||
| Way of Rochester, North Carolina A&T University, and | ||||
| Roberts Wesleyan College. | ||||
| Rajiv L. Gupta | Trustee | December 2001 | Mr. Gupta is the former Chairman and Chief Executive | 197 |
| (1945) | Officer (retired 2009) and President (20062008) of | |||
| Rohm and Haas Co. (chemicals). Mr. Gupta serves as a | ||||
| Director of Arconic Inc. (diversified manufacturer), HP | ||||
| Inc. (printer and personal computer manufacturing), | ||||
| and Delphi Automotive PLC (automotive components) | ||||
| and as Senior Advisor at New Mountain Capital. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Amy Gutmann | Trustee | June 2006 | Dr. Gutmann has served as the President of the | 197 |
| (1949) | University of Pennsylvania since 2004. She is the | |||
| Christopher H. Browne Distinguished Professor of | ||||
| Political Science, School of Arts and Sciences, and | ||||
| Professor of Communication, Annenberg School for | ||||
| Communication, with secondary faculty appointments | ||||
| in the Department of Philosophy, School of Arts and | ||||
| Sciences, and at the Graduate School of Education, | ||||
| University of Pennsylvania. Dr. Gutmann also serves | ||||
| as a Trustee of the National Constitution Center. | ||||
| Dr. Gutmann is Chair of the Presidential Commission | ||||
| for the Study of Bioethical Issues. | ||||
| JoAnn Heffernan Heisen | Trustee | July 1998 | Ms. Heisen is the former Corporate Vice President | 197 |
| (1950) | and Chief Global Diversity Officer (retired 2008) | |||
| and a former member of the Executive Committee | ||||
| (19972008) of Johnson & Johnson (pharmaceuticals/ | ||||
| medical devices/consumer products). Ms. Heisen | ||||
| served as Vice President and Chief Information Officer | ||||
| of Johnson & Johnson from 1997 to 2005. Ms. Heisen | ||||
| serves as a Director of Skytop Lodge Corporation | ||||
| (hotels) and the Robert Wood Johnson Foundation and | ||||
| as a member of the Advisory Board of the Institute for | ||||
| Womens Leadership at Rutgers University. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | Mr. Loughrey is the former President and Chief | 197 |
| (1949) | Operating Officer (retired 2009) and Vice Chairman of | |||
| the Board (20082009) of Cummins Inc. (industrial | ||||
| machinery). Mr. Loughrey serves as Chairman of the | ||||
| Board of Hillenbrand, Inc. (specialized consumer | ||||
| services), Oxfam America, and the Lumina Foundation | ||||
| for Education; as a Director of SKF AB (industrial | ||||
| machinery), Hyster-Yale Materials Handling, Inc. (forklift | ||||
| trucks), and the V Foundation for Cancer Research; and | ||||
| as a member of the Advisory Council for the College of | ||||
| Arts and Letters and Chair of the Advisory Board to the | ||||
| Kellogg Institute for International Studies, both at the | ||||
| University of Notre Dame. | ||||
| Mark Loughridge | Lead Independent | March 2012 | Mr. Loughridge is the former Senior Vice President and | 197 |
| (1953) | Trustee | Chief Financial Officer (retired 2013) at IBM | ||
| (information technology services). Mr. Loughridge also | ||||
| served as a fiduciary member of IBMs Retirement Plan | ||||
| Committee (20042013). Previous positions held by Mr. | ||||
| Loughridge at IBM include Senior Vice President and | ||||
| General Manager of Global Financing (20022004), | ||||
| Vice President and Controller (19982002), and a | ||||
| variety of management roles. Mr. Loughridge serves as | ||||
| a Director of The Dow Chemical Company and as a | ||||
| member of the Council on Chicago Booth. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Scott C. Malpass | Trustee | March 2012 | Mr. Malpass has served as Chief Investment Officer | 197 |
| (1962) | since 1989 and Vice President since 1996 at the | |||
| University of Notre Dame. Mr. Malpass serves as an | ||||
| Assistant Professor of Finance at the Mendoza College | ||||
| of Business at the University of Notre Dame and is a | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Mr. Malpass also serves on the boards of | ||||
| TIFF Advisory Services, Inc., and Catholic Investment | ||||
| Services, Inc. (investment advisors); as a member of | ||||
| the board of advisors for Spruceview Capital Partners; | ||||
| as a member of the investment advisory committee | ||||
| of Major League Baseball; and as a member of the | ||||
| Board of Superintendence of the Institute for the | ||||
| Works of Religion. | ||||
| André F. Perold | Trustee | December 2004 | Dr. Perold is the George Gund Professor of Finance | 197 |
| (1952) | and Banking, Emeritus at the Harvard Business School | |||
| (retired 2011). Dr. Perold serves as Chief Investment | ||||
| Officer and Co-Managing Partner of HighVista | ||||
| Strategies LLC (private investment firm). Dr. Perold | ||||
| also serves as an Overseer of the Museum of Fine | ||||
| Arts Boston. | ||||
| Peter F. Volanakis | Trustee | July 2009 | Mr. Volanakis is the retired President and Chief | 197 |
| (1955) | Operating Officer (retired 2010) of Corning | |||
| Incorporated (communications equipment) and a | ||||
| former Director of Corning Incorporated (20002010) | ||||
| and of Dow Corning (20012010). Mr. Volanakis served | ||||
| as a Director of SPX Corporation (multi-industry | ||||
| manufacturing) in 2012 and as an Overseer of the | ||||
| Amos Tuck School of Business Administration at | ||||
| Dartmouth College from 2001 to 2013. Mr. Volanakis | ||||
| serves as Chairman of the Board of Trustees of Colby- | ||||
| Sawyer College and is a Member of the Board of | ||||
| Hypertherm Inc. (industrial cutting systems, software, | ||||
| and consumables). | ||||
| Executive Officers | ||||
| Glenn Booraem | Investment | July 2010 | Mr. Booraem, a Principal of Vanguard, has served as | 197 |
| (1967) | Stewardship | Investment Stewardship Officer of each of the | ||
| Officer | investment companies served by Vanguard, since | |||
| February 2017. Mr. Booraem served as Treasurer | ||||
| (20152017), Controller (20102015), and Assistant | ||||
| Controller (20012010) of each of the investment | ||||
| companies served by Vanguard. | ||||
| Thomas J. Higgins | Chief Financial | September 2008 | Mr. Higgins, a Principal of Vanguard, has served as Chief | 197 |
| (1957) | Officer | Financial Officer of each of the investment companies | ||
| served by Vanguard, since 2008. Mr. Higgins served as | ||||
| Treasurer of each of the investment companies served | ||||
| by Vanguard, from 1998 to 2008. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | and Outside Directorships | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Peter Mahoney | Controller | May 2015 | Mr. Mahoney, a Principal of Vanguard, has served as | 197 |
| (1974) | Controller of each of the investment companies served | |||
| by Vanguard, since May 2015. Mr. Mahoney served as | ||||
| head of International Fund Services at Vanguard from | ||||
| 2008 to 2014. | ||||
| Anne E. Robinson | Secretary | September 2016 | Ms. Robinson has served as General Counsel of | 197 |
| (1970) | Vanguard since September 2016; Secretary of | |||
| Vanguard and of each of the investment companies | ||||
| served by Vanguard, since September 2016; Director | ||||
| and Senior Vice President of Vanguard Marketing | ||||
| Corporation since September 2016; and a Managing | ||||
| Director of Vanguard since August 2016. Ms. Robinson | ||||
| served as Managing Director and General Counsel of | ||||
| Global Cards and Consumer Services at Citigroup from | ||||
| 2014 to 2016. She served as counsel at American | ||||
| Express from 2003 to 2014. | ||||
| Michael Rollings | Treasurer | February 2017 | Mr. Rollings, a Managing Director of Vanguard since | 197 |
| (1963) | June 2016, has served as Treasurer of each of the | |||
| investment companies served by Vanguard, since | ||||
| February 2017. Mr. Rollings served as the Executive | ||||
| Vice President and Chief Financial Officer of | ||||
| MassMutual Financial Group from 2006 to 2016. | ||||
All but one of the trustees are independent. The independent trustees designate a lead independent trustee. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the sole interested trustee.
The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive officer currently are held by the same person; as a result, the chairman of the board is an interested trustee. The independent trustees generally believe that the Vanguard funds chief executive officer is best qualified to serve as chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day leadership.
Board Committees: The Trusts board has the following committees:
- Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Mr. Gupta, Ms. Heisen, Mr. Loughrey, Mr. Loughridge, and Mr. Volanakis. The committee held five meetings during the Portfolios fiscal year ended December 31, 2016.
- Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held two meetings during the Portfolios fiscal year ended December 31, 2016.
- Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the boards consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Portfolios fiscal year ended December 31, 2016.
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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 Portfolios fiscal year ended December 31, 2016.
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees compensation. The funds employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds. The trustees and officers of the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios will receive no remuneration directly from the Portfolios. However, the Portfolios underlying funds pay their proportionate share of the trustees compensation and the officers salaries and benefits.
Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
- The independent trustees receive an annual fee for their service to the funds, which is subject to reduction based on absences from scheduled board meetings.
- The independent trustees are reimbursed for the travel and other expenses that they incur in attending board meetings.
- Upon retirement (after attaining age 65 and completing five years of service), the independent trustees who began their service prior to January 1, 2001, receive a retirement benefit under a separate account arrangement. As of January 1, 2001, the opening balance of each eligible trustees separate account was generally equal to the net present value of the benefits he or she had accrued under the trustees former retirement plan. Each eligible trustees separate account will be credited annually with interest at a rate of 7.5% until the trustee receives his or her final distribution. Those independent trustees who began their service on or after January 1, 2001, are not eligible to participate in the plan.
Interested Trustee. Mr. McNabb serves as trustee but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.
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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 Fund for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
| VANGUARD VARIABLE INSURANCE FUNDS | ||||
| TRUSTEES COMPENSATION TABLE | ||||
| Aggregate | Pension or Retirement | Accrued Annual | Total Compensation | |
| Compensation | Benefits Accrued as Part | Retirement Benefit at | from All Vanguard | |
| Trustee | from the Fund1 | of the Funds Expenses1 | January 1, 20172 | Funds Paid to Trustees3 |
| F. William McNabb III | | | | |
| Emerson U. Fullwood | $2,628 | | | $237,000 |
| Rajiv L. Gupta | 2,775 | | | 250,333 |
| Amy Gutmann | 2,628 | | | 237,000 |
| JoAnn Heffernan Heisen | 2,775 | $47 | $7,509 | 248,833 |
| F. Joseph Loughrey | 2,775 | | | 250,333 |
| Mark Loughridge | 3,119 | | | 281,333 |
| Scott C. Malpass | 2,628 | | | 230,300 |
| André F. Perold | 2,628 | | | 237,000 |
| Peter F. Volanakis | 2,775 | | | 250,333 |
| 1 The amounts shown in this column are based on the Funds fiscal year ended December 31, 2016. Each Portfolio of the Fund is responsible | ||||
| for a proportionate share of these amounts. | ||||
| 2 Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for | ||||
| the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustees | ||||
| retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after | ||||
| January 1, 2001, are not eligible to participate in the retirement benefit plan. | ||||
| 3 The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 198 Vanguard | ||||
| funds for the 2016 calendar year. | ||||
Ownership of Fund Shares
All trustees allocate their investments among the various Vanguard funds based on their own investment needs. The Portfolios are mutual funds used solely as investment options for annuity or life insurance contracts offered by insurance companies, which can only be purchased through a contract offered by an insurance company. Accordingly, the trustees cannot directly own shares of the Portfolios. The following table shows each trustees ownership of shares of all Vanguard funds served by the trustee as of December 31, 2016.
| Aggregate Dollar Range | |
| of Vanguard Fund | |
| Trustee | Shares Owned By Trustee |
| Emerson U. Fullwood | Over $100,000 |
| Rajiv L. Gupta | Over $100,000 |
| Amy Gutmann | Over $100,000 |
| JoAnn Heffernan Heisen | Over $100,000 |
| F. Joseph Loughrey | Over $100,000 |
| Mark Loughridge | Over $100,000 |
| Scott C. Malpass | Over $100,000 |
| F. William McNabb III | Over $100,000 |
| André F. Perold | Over $100,000 |
| Peter F. Volanakis | Over $100,000 |
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As of March 31, 2017, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each funds outstanding shares.
As of March 31, 2017, the following owned of record 5% or more of the outstanding shares of each Portfolio:
Money Market Portfolio: Transamerica Premier Life Insurance Company (88.62%), Transamerica Financial Life Insurance Company (6.49%).
Balanced Portfolio: Transamerica Premier Life Insurance Company (76.89%), Transamerica Financial Life Insurance Company (5.05%).
Equity Index Portfolio: Brown Brothers Harriman & Co. (33.16%), Transamerica Premier Life Insurance Company (29.80%), Transamerica Life Insurance Company (5.37%).
Equity Income Portfolio: Transamerica Premier Life Insurance Company (70.11%), Jefferson National Life Company (5.14%).
Growth Portfolio: Transamerica Premier Life Insurance Company (79.58%), Transamerica Financial Life Insurance Company (6.68%), Jefferson National Life Company (5.04%).
International Portfolio: Transamerica Premier Life Insurance Company (39.48%), Mutual of America (18.13%), Hartford Life Insurance Company (7.65%), Nationwide Life Insurance Company (6.44%).
Small Company Growth Portfolio: Transamerica Premier Life Insurance Company (48.73%), Nationwide Life Insurance Company (9.34%), AUL Group Retirement Annuity (9.23%).
Total Bond Market Index Portfolio: Transamerica Premier Life Insurance Company (48.37%), Nationwide Life Insurance Company (12.62%), Transamerica Life Insurance Company (5.18%).
High Yield Bond Portfolio: Transamerica Premier Life Insurance Company (53.42%), Nationwide Life Insurance Company (9.44%), Jefferson National Life Insurance Company (5.22%).
Short-Term Investment-Grade Portfolio: Transamerica Premier Life Insurance Company (65.39%), Jefferson National Life Company (7.82%), Nationwide Life Insurance (5.89%).
Capital Growth Portfolio: Transamerica Premier Life Insurance Company (63.37%), Nationwide Life Insurance Company (6.14%).
Diversified Value Portfolio: Transamerica Premier Life Insurance Company (37.95%), Mutual of America (23.72%), Voya Retirement Insurance Company (11.13%), Nationwide Life Insurance Company (7.87%).
Total Stock Market Index Portfolio: Transamerica Premier Life Insurance Company (59.59%), American Fidelity Assurance (12.76%), Jefferson National Life Insurance Company (5.73%), Nationwide Life Insurance Company (5.57%).
Mid-Cap Index Portfolio: Transamerica Premier Life Insurance Company (46.62%), Nationwide Life Insurance Company (11.31%).
REIT Index Portfolio: Transamerica Premier Life Insurance Company (49.03%), Mutual of America (10.90%), Hartford Life Insurance (5.57%).
Conservative Allocation Portfolio: Transamerica Premier Life Insurance Company (91.51%), Transamerica Financial Life Insurance Company (8.12%).
Moderate Allocation Portfolio: Transamerica Premier Life Insurance Company (90.53%), Transamerica Financial Life Insurance Company (9.01%).
A shareholder who owns more than 25% of a Portfolios voting shares may be considered a controlling person. Transamerica Premier Life Insurance Company (a wholly owned subsidiary of Transamerica Corporation, which is indirectly owned by Aegon N.V. of The Netherlands) owns the indicated percentage of each Portfolio. Under current law, Transamerica Premier Life Insurance Company must vote these shares in accordance with instructions received by underlying contract holders.
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Portfolio Holdings Disclosure Policies and Procedures
Introduction
Vanguard and the boards of trustees of the Vanguard funds (Boards) have adopted Portfolio Holdings Disclosure Policies and Procedures (Policies and Procedures) to govern the disclosure of the portfolio holdings of each Vanguard fund. Vanguard and the Boards considered each of the circumstances under which Vanguard fund portfolio holdings may be disclosed to different categories of persons under the Policies and Procedures. Vanguard and the Boards also considered actual and potential material conflicts that could arise in such circumstances between the interests of Vanguard fund shareholders, on the one hand, and those of the funds investment advisor, distributor, or any affiliated person of the fund, its investment advisor, or its distributor, on the other. After giving due consideration to such matters and after the exercise of their fiduciary duties and reasonable business judgment, Vanguard and the Boards determined that the Vanguard funds have a legitimate business purpose for disclosing portfolio holdings to the persons described in each of the circumstances set forth in the Policies and Procedures and that the Policies and Procedures are reasonably designed to ensure that disclosure of portfolio holdings and information about portfolio holdings is in the best interests of fund shareholders and appropriately addresses the potential for material conflicts of interest.
The Boards exercise continuing oversight of the disclosure of Vanguard fund portfolio holdings by (1) overseeing the implementation and enforcement of the Policies and Procedures, the Code of Ethics, and the Policies and Procedures Designed to Prevent the Misuse of Inside Information (collectively, the portfolio holdings governing policies) by the chief compliance officer of Vanguard and the Vanguard funds; (2) considering reports and recommendations by the chief compliance officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940) that may arise in connection with any portfolio holdings governing policies; and (3) considering whether to approve or ratify any amendment to any portfolio holdings governing policies. Vanguard and the Boards reserve the right to amend the Policies and Procedures at any time and from time to time without prior notice at their sole discretion. For purposes of the Policies and Procedures, the term portfolio holdings means the equity and debt securities (e.g., stocks and bonds) held by a Vanguard fund and does not mean the cash investments, derivatives, and other investment positions (collectively, other investment positions) held by the fund.
Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentages of the funds total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the funds ten largest stock portfolio holdings and the aggregate percentage of the funds total assets (and, for balanced funds, the aggregate percentage of the funds equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.
The Vanguard Variable Insurance Fund Portfolios will also disclose the top ten stock holdings of the portfolios online at vanguard.com.
Online Disclosure of Complete Portfolio Holdings
Each actively managed Vanguard fund, unless otherwise stated, generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 30 calendar days after the end of the calendar quarter. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the funds complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the Portfolio section of the funds Portfolio &
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Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the Funds Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent month online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguards Portfolio Review Department will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the funds complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds investment advisor.
The Vanguard Variable Insurance Fund Portfolios will also disclose the complete holdings of the portfolios online at vanguard.com.
Disclosure of Complete Portfolio Holdings to Service Providers Subject to Confidentiality and Trading Restrictions
Vanguard, for legitimate business purposes, may disclose Vanguard fund complete portfolio holdings at times it deems necessary and appropriate to rating and ranking organizations; financial printers; proxy voting service providers; pricing information vendors; issuers of guaranteed investment contracts for stable value portfolios; third parties that deliver analytical, statistical, or consulting services; and other third parties that provide services (collectively, Service Providers) to Vanguard, Vanguard subsidiaries, and/or the Vanguard funds. Disclosure of complete portfolio holdings to a Service Provider is conditioned on the Service Provider being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information.
The frequency with which complete portfolio holdings may be disclosed to a Service Provider, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the Service Provider, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to a Service Provider varies and may be as frequent as daily, with no lag. Disclosure of Vanguard fund complete portfolio holdings by Vanguard to a Service Provider must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division. Any disclosure of Vanguard fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard
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fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard funds current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.
The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealers legal obligation not to use or disclose material nonpublic information concerning the funds portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the funds portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the funds portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason.
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Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguards Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
Disclosure of Portfolio Holdings to Enable Insurance Company Compliance with Federal Income Tax Requirements or Other Applicable Law
Vanguard may disclose the complete portfolio holdings of a Portfolio of Vanguard Variable Insurance Fund (VVIF Portfolio) at times it deems necessary and appropriate to any insurance company that invests in the VVIF Portfolio and requests such information for the legitimate business purpose of enabling the insurance company to determine its compliance with federal income tax requirements or other applicable laws, rules, and regulations. Disclosure is conditioned on the insurance company 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 of disclosure to an insurance company varies and may be as frequent as quarterly, with no lag. Disclosure must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division. Any disclosure of a VVIF Portfolios complete portfolio holdings to an insurance company as previously described may also include a list of the other investment positions that make up the Portfolio, such as cash investments and derivatives.
Currently, VVIF Portfolios complete portfolio holdings are disclosed to Chase Life and Annuity Company, Kemper Investors Life Insurance Company, and PricewaterhouseCoopers LLP.
Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes
Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguards Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is determined based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure to an issuer cannot be determined in advance of a specific request and will vary based upon the particular facts and circumstances and the legitimate business purposes, but in unusual situations could be as frequent as daily, with no lag. Disclosure of portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security must be authorized by a Vanguard fund officer or a Principal in Vanguards Portfolio Review Department or Legal and Compliance Division.
Disclosure of Portfolio Holdings as Required by Applicable Law
Vanguard fund portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up a fund shall be disclosed to any person as required by applicable laws, rules, and regulations. Examples of such required disclosure include, but are not limited to, disclosure of Vanguard fund portfolio holdings (1) in a filing or submission with the SEC or another regulatory body, (2) in connection with seeking recovery on defaulted bonds in a federal bankruptcy case, (3) in connection with a lawsuit, or (4) as required by court order. Disclosure of portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund as required by applicable laws, rules, and regulations must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com, in writing, by fax, by e-mail, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguards management, at its sole discretion, may determine not to disclose
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portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY SERVICES
The Trust currently uses nine investment advisors:
- ArrowMark Colorado Holdings, LLC (ArrowMark Partners) provides investment advisory services for a portion of the assets in the Small Company Growth Portfolio.
- Baillie Gifford Overseas Ltd. (Baillie Gifford) provides investment advisory services for a portion of the assets in the International Portfolio.
- Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley) provides investment advisory services to the Diversified Value Portfolio.
- Jackson Square Partners, LLC (Jackson Square) provides investment advisory services for a portion of the assets in the Growth Portfolio.
- PRIMECAP Management Company (PRIMECAP) provides investment advisory services to the Capital Growth Portfolio.
- Schroder Investment Management North America Inc. (Schroders) provides investment advisory services for a portion of the assets in the International Portfolio.
- Wellington Management Company LLP (Wellington Management) provides investment advisory services to the High Yield Bond and Balanced Portfolios, and for a portion of the assets in the Equity Income and Growth Portfolios.
- William Blair Investment Management, LLC (William Blair) provides investment advisory services for a portion of the assets in the Growth Portfolio.
- Vanguard provides investment advisory services to the Conservative Allocation, Equity Index, Mid-Cap Index, Moderate Allocation, Money Market, REIT Index, Short-Term Investment-Grade, Total Bond Market Index, and Total Stock Market Index Portfolios, and for a portion of the assets in the Equity Income and Small Company Growth Portfolios.
Granahan Investment Management, Inc., provided investment advisory services for a portion of the Small Company Growth Portfolio from 1996 until March 2017.
Independent Third-Party Advisors
For funds that are advised by independent third-party advisory firms unaffiliated with Vanguard, the board of trustees of each fund hires investment advisory firms, not individual portfolio managers, to provide investment advisory services to such funds. Vanguard negotiates each advisory agreement, which contains advisory fee arrangements, on an arms length basis with the advisory firm. Each advisory agreement is reviewed annually by each funds board of trustees, taking into account numerous factors, which include, without limitation, the nature, extent, and quality of the services provided; investment performance; and the fair market value of the services provided. Each advisory agreement is between the Trust and the advisory firm, not between the Trust and the portfolio manager. The structure of the advisory fee paid to each unaffiliated investment advisory firm is described in the following sections. In addition, each firm has established policies and procedures designed to address the potential for conflicts of interest. Each firms compensation structure and management of potential conflicts of interest are summarized by the advisory firm in the following sections for the fiscal year ended December 31, 2016.
A fund is party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the funds assets that the funds board of trustees determines to assign to the advisor. In this capacity, each advisor continuously reviews, supervises, and administers the
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investment program for its portion of the funds assets. Hereafter, each portion is referred to as the advisors Portfolio. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguards Portfolio Review Group and the officers and trustees of the fund. Vanguards Portfolio Review Group is responsible for recommending changes in a funds advisory arrangements to the funds board of trustees, including changes in the amount of assets allocated to each advisor, and recommendations to hire, terminate, or replace an advisor.
I. Capital Growth Portfolio
PRIMECAP Management Company (PRIMECAP), an investment advisory services firm founded in 1983, is a California corporation whose outstanding shares are owned by its directors and officers. The directors of the corporation and the offices they currently hold are Mitchell J. Milias, Chairman Emeritus; Theo A. Kolokotrones, Chairman; Joel P. Fried, President; Alfred W. Mordecai, Vice Chairman; and M. Mohsin Ansari, Executive Vice President. PRIMECAP provides investment advisory services to endowment funds, employee benefit plans, and foundations unrelated to Vanguard.
The Portfolio pays PRIMECAP on a quarterly basis. The advisory fee is a percentage of average daily net assets under management during the most recent fiscal quarter.
During the fiscal years ended December 31, 2014, 2015, and 2016, the Capital Growth Portfolio incurred investment advisory fees of approximately $1,073,000, $1,313,000, and $1,328,000 respectively.
1. Other Accounts Managed
Theo A. Kolokotrones, Joel P. Fried, Alfred W. Mordecai, M. Mohsin Ansari, and James Marchetti jointly manage the Capital Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $964 million. As of December 31, 2016, the named portfolio managers also jointly managed 6 other registered investment companies with total assets of $91 billion (none of which had advisory fees based on account performance). As of December 31, 2016, the named portfolio managers also jointly managed 1 other pooled investment vehicle with total assets of $2.2 billion (advisory fee not based on account performance). As of December 31, 2016, the managers also individually managed other accounts as follows: Mr. Kolokotrones, 35 other accounts with total assets of $12.2 billion; Mr. Fried, 32 other accounts with total assets of $12.2 billion; Mr. Mordecai, 27 other accounts with total assets of $12.2 billion; Mr. Ansari, 29 other accounts with total assets of $12.1 billion; and Mr. Marchetti, 35 other accounts with total assets of $12.1 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
PRIMECAP employs a multimanager approach to managing its clients portfolios. In addition to mutual funds, a portfolio manager may also manage separate accounts for institutional clients. Conflicts of interest may arise with aggregation or allocation of securities trades amongst the Portfolio and other accounts. The investment objective of the Portfolio and strategies used to manage the Portfolio may differ from other accounts, and the performance may be impacted as well. Portfolio managers who have day-to-day management responsibilities with respect to more than one fund or other account may be presented with several potential or actual conflicts of interest. For example, the management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, a fund may not be able to take full advantage of the opportunity because of an allocation of filled purchase or sale orders across all eligible funds and other accounts managed by the portfolio managers. PRIMECAP has adopted best execution and trade allocation policies and procedures to prevent potential conflicts of interest that may arise between mutual funds and separate accounts, whereby a client or clients may be disadvantaged by trades executed in other clients portfolios on the same security. These policies and procedures are strictly monitored and are reviewed by PRIMECAP. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firms Code of Ethics.
3. Description of Compensation
Compensation is paid solely by PRIMECAP. Each portfolio manager receives a fixed salary that is in part based on industry experience as well as contribution to the firm. On an annual basis, each portfolio managers compensation may be adjusted according to market conditions and/or to reflect his past performance.
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In addition, each portfolio manager may receive a bonus partially based on the Portfolios pre-tax return and the total value of assets managed by that portfolio manager. Performance is measured on a relative basis, using the S&P 500 Index as the benchmark, and the bonuses are earned only when performance exceeds that of the S&P 500. The value of assets managed by PRIMECAP is not a factor in determination of a portfolio managers bonus. Bonuses earned are accrued and paid ratably according to the following schedule over rolling three-year periods: 50% in year one, 33% in year two, and 17% in year three. Although the bonus is determined by pre-tax returns, each portfolio manager considers tax consequences in taxable accounts as part of his decision-making process.
The portfolio managers do not receive deferred compensation but participate in a profit-sharing plan available to all employees of PRIMECAP; amounts are determined as a percentage of the employees eligible compensation for a calendar year based on IRS limitations.
Each portfolio manager is a principal of PRIMECAP and receives quarterly dividends based on his or her equity in the company.
II. Diversified Value Portfolio
Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley), a Delaware limited liability company, is an investment management firm founded in 1979 that provides investment advisory services to separately managed U.S. and non-U.S. equity, fixed income, and balanced portfolios for large institutional clients, mutual funds, employee benefit plans, endowments, foundations, insurance companies, limited liability companies, and other institutions and individuals. Barrow, Hanley is a subsidiary of OM Asset Management plc (OMAM), a publicly held company traded on the New York Stock Exchange.
The Portfolio 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 performance adjustment, also paid quarterly, is based on the cumulative total return of the Portfolio relative to that of the MSCI Prime Market 750 Index over the preceding 36-month period.
During the fiscal years ended December 31, 2014, 2015, and 2016, the Diversified Value Portfolio incurred investment advisory fees of approximately $1,449,000 (before a performance-based decrease of $115,000), $1,419,000 (before a performance-based decrease of $335,000), and $1,329,000 (before a performance-based decrease of $333,000) respectively.
1. Other Accounts Managed
Jeff G. Fahrenbruch is a portfolio manager of the Diversified Value Portfolio; as of December 31, 2016, the Portfolio held assets of $1.1 billion. As of December 31, 2016, Mr. Fahrenbruch also co-managed 1 other registered investment company with total assets of approximately $13 billion (with advisory fees based on account performance); 1 other pooled investment vehicle with total assets of $150.6 million (advisory fees not based on account performance), and 31 other accounts with total assets of $2.9 billion (none of which had advisory fees based on account performance).
David W. Ganucheau is a portfolio manager of the Diversified Value Portfolio; as of December 31, 2016, the Portfolio held assets of $1.1 billion. As of December 31, 2016, Mr. Ganucheau also co-managed 2 other registered investment companies with total assets of $13.5 billion (advisory fees based on account performance for 1 of these accounts with total assets of $12.7 billion), 1 other pooled investment vehicle with total assets of $150.6 million (advisory fees not based on account performance), and 23 other accounts with total assets of $1.9 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Portfolio). Barrow, Hanley manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes, and oversight by directors and independent third parties to ensure that no client, regardless of type or fee structure, is intentionally favored or disfavored at the expense of another. Barrow, Hanley investment management and trading policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
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3. Description of Compensation
Compensation, or remuneration, is paid or awarded to BHMS employees for the services they provide to the Firm. In addition to base salary, all BHMS Portfolio Managers and Analysts share in a bonus pool that is distributed semi-annually. Portfolio Managers and Analysts are rated on their value added to the team-oriented investment process. Total compensation is awarded with respect to all accounts managed, and does not distinguish between specific accounts managed by a Portfolio Manager and does not encourage excessive risk-taking. Bonuses are paid at the discretion of the Firm.
The compensation of Portfolio Managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a Portfolio Manager and Portfolio Managers are not compensated for bringing in new business. Growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is, to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at BHMS will increase over time, if and when assets continue to grow through competitive performance.
In addition, many of BHMS key investment personnel have a long-term incentive compensation plan in the form of an equity interest in Barrow, Hanley, Mewhinney & Strauss, LLC.
III. Growth Portfolio
The Portfolio pays each of its independent third-party investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Portfolio relative to that of the Russell 1000 Growth Index over the preceding 36-month period (60-month period for William Blair & Company).
During the fiscal years ended December 31, 2014, 2015, and 2016, the Growth Portfolio incurred aggregate investment advisory fees of approximately $588,000 (before a performance-based increase of $22,000), $665,000 (before a performance-based increase of $134,000), and $637,000 (before a performance-based increase of $21,000) respectively.
A. Jackson Square Partners, LLC (Jackson Square)
Jackson Square Partners, LLC, is an investment management firm founded in 2014. Jackson Square is organized as a Delaware limited liability company with principal offices at 101 California Street, Suite 3750, San Francisco, CA 94111.
1. Other Accounts Managed
Christopher J. Bonavico co-manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Bonavico also managed 20 other registered investment companies with total assets of $8.3 billion (advisory fees based on account performance for 2 of these accounts with total assets of $2.5 billion), 11 other pooled investment vehicles with total assets of $3.6 billion (advisory fees not based on account performance), and 60 other accounts with total assets of $7.7 billion (advisory fees based on account performance for 5 of these accounts with total assets of $859 million).
Christopher M. Ericksen co-manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Ericksen also managed 16 other registered investment companies with total assets of $7.4 billion (advisory fees based on account performance for 2 of these accounts with total assets of $2.5 billion), 5 other pooled investment vehicles with total assets of $592 million (advisory fees not based on account performance), and 42 other accounts with total assets of $5.2 billion (advisory fees based on account performance for 2 of these accounts with total assets of $405 million).
Daniel J. Prislin co-manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Prislin also co-managed 17 other registered investment companies with total assets of $7.5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $2.5 billion), 5 other pooled investment vehicles with total assets of $592 million (advisory fees not based on account performance), and 51 other accounts with total assets of $6 billion (advisory fees based on account performance for 4 of these accounts with total assets of $789 million).
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Jeffrey S. Van Harte co-manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Van Harte also co-managed 17 other registered investment companies with total assets of $7.5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $2.5 billion), 5 other pooled investment vehicles with total assets of $592 million (advisory fees not based on account performance), and 47 other accounts with total assets of $6 billion (advisory fees based on account performance for 4 of these accounts with total assets of $789 million).
2. Material Conflicts of Interest
Individual portfolio managers perform investment management services for other funds or accounts similar to those provided to the Jackson Square Portfolio, and the investment action for each other fund or account and the Jackson Square Portfolio may differ. For example, one fund or account may be selling a security, while another fund or account may be purchasing or holding the same security. As a result, transactions executed for one fund or account or the Jackson Square Portfolio may adversely affect the value of securities held by another fund or account or the Jackson Square Portfolio. In addition, the management of multiple other funds or accounts and the Jackson Square Portfolio may give rise to potential conflicts of interest, as a portfolio manager must allocate time and effort to multiple funds or accounts and the Jackson Square Portfolio. A portfolio manager may discover an investment opportunity that may be suitable for more than one fund or account. The investment opportunity may be limited, however, so that all funds or accounts for which the investment would be suitable may not be able to participate. Jackson Square has adopted procedures designed to allocate investments fairly across multiple funds or accounts. Certain of the accounts managed by the portfolio managers have performance-based fees. This compensation structure presents a potential conflict of interest. The portfolio managers have an incentive to manage such accounts so as to enhance their performance, to the possible detriment of other accounts for which the investment manager does not receive a performance-based fee. A portfolio managers management of personal accounts also may present certain conflicts of interest. Although Jackson Squares code of ethics is designed to address these potential conflicts, there is no guarantee that it will do so. Investment personnel of the firm or its affiliates may be permitted to be commericially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firms Code of Ethics.
3. Description of Compensation
Jackson Squares investment professionals have remained together, bound by culture and the unique nature of the teams research/portfolio manager role, for over a decade on average. Through various market and organizational circumstances over the years, the group has maintained a meritocracy and very strong pay-for-performance ethos that rewards positive impact to client portfolios. Each stock in each portfolio has two or more sponsors who have mathematical ownership of those names for performance attribution purposes (e.g., 60/40 or 50/50 responsibility splits). This stock-by-stock attribution can then be aggregated and the individual contributions of team members measured, down to the basis point, for each performance period measured: 1-, 3-, and 5-year, and since inception.
Aggregate compensation is ultimately driven by revenues. These in turn are correlated with assets under management (AUM), which ultimately correlates with performance over the long term, in a self-reinforcing cycle of better performance leading to more AUM (both via flows and appreciation) and greater revenues/compensation. Additionally, qualitative factors such as contribution to debates of other team members ideas are also considered in determining compensation. Certain employees, including eight members of the investment team, have equity ownership as part of their compensation.
In terms of the composition of compensation paid to the investment team, it is expected to be a combination of base salary, discretionary annual bonuses and for those members with equity, partnership equity distributions. Jackson Square believes this combination will have the proper incentives to award prudent long-term focus on building a stable and sustainable business while also rewarding professionals for superior relative interim results.
B. 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.
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Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership.
1. Other Accounts Managed
Andrew J. Shilling manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Shilling also managed 2 other registered investment companies with total assets of $2.8 billion (advisory fee based on account performance for 1 of these accounts with total assets of $2.4 billion), 6 other pooled investment vehicles with total assets of $1.2 billion (advisory fees not based on account performance), and 19 other accounts with total assets of $3.7 billion (advisory fees not based on account performance).
2. Material Conflicts of Interest
Please refer to Wellington Managements discussion beginning on page B-65.
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 Portfolio. 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 relates to the fiscal year ended December 31, 2016.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Managements compensation of the portfolio manager listed in the prospectus, who is primarily responsible for the day-to-day management of the Wellington Management Portfolio (the Portfolio Manager) includes a base salary and incentive components. The base salary for the 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 Managers incentive payment relating to the Wellington Management Portfolio is linked to the net pre-tax performance of the portion of the Wellington Management Portfolio managed by the Portfolio Manager compared to the Russell 1000 Growth Index over one-, three-, and five-year periods, with an emphasis on five-year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professionals overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Shilling is a Partner.
C. William Blair Investment Management, LLC (William Blair)
William Blair is an independently owned investment advisory firm and is affiliated with William Blair & Company, L.L.C., a full-service investment advisory firm founded in 1935. William Blair is investment manager to institutional clients such as mutual funds, corporate pension plans, endowments, and foundations. William Blair is organized as a Delaware limited liability company.
1. Other Accounts Managed
James Golan co-manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Golan also managed 5 other registered investment companies with total assets of $1.5 billion (advisory fees based on account performance for 1 of these accounts with total assets of
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$828 million), 3 other pooled investment vehicles with total assets of $116 million (advisory fees not based on account performance), and 11 other accounts with total assets of $873 million (advisory fees not based on account performance).
David Ricci co-manages a portion of the Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $415 million. As of December 31, 2016, Mr. Ricci also managed 9 other registered investment companies with total assets of $5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $2.8 billion), 6 other pooled investment vehicles with total assets of $208 million (advisory fees not based on account performance), and 25 other accounts with total assets of $2 billion (advisory fees not based on account performance).
2. Material Conflicts of Interest
Because each portfolio manager manages other accounts in addition to the William Blair Portfolio, conflicts of interest may arise in connection with the portfolio managers management of the William Blair Portfolios investments on the one hand and the investments of such other accounts on the other hand. However, William Blair has adopted policies and procedures designed to address such conflicts, including, among others, policies and procedures relating to allocation of investment opportunities, soft dollars, and aggregation of trades. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firms Code of Ethics.
3. Description of Compensation
The compensation of William Blair portfolio managers is based on the firms mission: to achieve success for its clients. The portfolio managers are partners of William Blair, and each portfolio managers compensation consists of a fixed base salary, a share of the firms profits, and, in some instances, a discretionary bonus. The discretionary bonus, as well as any potential changes to the principals ownership stakes, is determined by the head of William Blairs Investment Management division, subject to the approval of the firms Executive Committee, and is based entirely on a qualitative assessment rather than a formula. The discretionary bonus rewards the specific accomplishments in the prior year, including short-term and long-term investment performance, quality of research ideas, and other contributions to the firm and its clients. Changes in ownership stake are based upon the portfolio managers sustained, multi-year contribution to long-term investment performance and to the firms revenue, profitability, intellectual capital, and brand reputation. The compensation process is a subjective one that takes into account the factors described in this section. Portfolio managers do not receive any direct compensation based upon the performance of any individual client account, and no indices are used to measure performance. In addition, there is no particular weighting or formula for evaluating the factors.
IV. International Portfolio
The Portfolio pays each of its independent third-party investment advisors a base fee plus or minus a performance adjustment. Each base fee, which is paid quarterly, is a percentage of average daily net assets managed by the advisor during the most recent fiscal quarter. The performance adjustment, also paid quarterly, is based on the cumulative total return of each advisors portion of the Portfolio relative to that of the MSCI ACWI ex USA Index over the preceding 36-month period.
During the fiscal years ended December 31, 2014, 2015, and 2016, the International Portfolio incurred aggregate investment advisory fees of $3,337,000 (before a performance-based increase of $754,000), $3,501,000 (before a performance-based increase of $745,000), and $3,271,000 (before a performance-based increase of $595,000), respectively.
A. Baillie Gifford Overseas Ltd. (Baillie Gifford)
Baillie Gifford is an investment advisory firm founded in 1983. Baillie Gifford is wholly owned by a Scottish investment company, Baillie Gifford & Co. Founded in 1908, Baillie Gifford & Co., which is one of the largest independently owned investment management firms in the United Kingdom, manages money primarily for institutional clients.
1. Other Accounts Managed
James K. Anderson co-manages a portion of the International Portfolio; as of December 31, 2016, the Portfolio held assets of $2.1 billion. As of December 31, 2016, Mr. Anderson also led investment teams responsible for managing 5 other registered investment companies with total assets of $15.9 billion (advisory fee based on account performance for 1 of
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these accounts with total assets of $12.9 billion), 9 other pooled investment vehicles with total assets of $9.9 billion (advisory fees not based on account performance), and 95 other accounts with total assets of $35 billion (advisory fees based on account performance for 7 of these accounts with total assets of $3 billion).
Thomas Coutts co-manages a portion of the International Portfolio; as of December 31, 2016, the Portfolio held assets of $2.1 billion. As of December 31, 2016, Mr. Coutts also managed 4 other registered investment companies with total assets of $15.9 billion (advisory fee based on account performance for 1 of these accounts with total assets of $12.9 billion), 6 other pooled investment vehicles with total assets of $1.6 billion (advisory fees not based on account performance), and 29 other accounts with total assets of $11.4 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
At Baillie Gifford, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these other accounts may include separate accounts, collective investment schemes, or offshore funds. Baillie Gifford manages potential conflicts between funds or with other types of accounts by implementing effective organizational and administrative arrangements to ensure that reasonable steps are taken to prevent the conflict giving rise to a material risk of damage to the interests of clients.
One area where a conflict of interest potentially arises is in the placing of orders for multiple clients and subsequent allocation of trades. Unless client-specific circumstances dictate otherwise, investment teams normally implement transactions in individual stocks for all clients with similar mandates at the same time. This aggregation of individual transactions can, of course, operate to the advantage or disadvantage of the clients involved in the order. When receiving orders from investment managers, traders at Baillie Gifford will generally treat order priority on a first come, first served basis, and any exceptions to this are permitted only in accordance with established policies. Baillie Gifford has also developed trade allocation systems and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firms Code of Ethics.
3. Description of Compensation
Mr. Anderson and Mr. Coutts are Partners of Baillie Gifford & Co. As such, each receives a base salary and a share of the partnership profits. The profit share is calculated as a percentage of total partnership profits based on seniority, role within Baillie Gifford & Co., and length of service. The basis for the profit share is detailed in the Baillie Gifford Partnership Agreement. The main staff benefits, such as pension schemes, are not available to partners, and therefore partners provide for benefits from their own personal funds.
B. Schroder Investment Management North America Inc. (Schroders)
Each of Schroders and Schroder Investment Management North America Limited (Schroder Limited), 31 Gresham Street, London, EC2V 7QA, England, is an indirect wholly owned subsidiary of Schroders plc, the ultimate parent of a large worldwide group of financial service companies with subsidiaries and branches and representative offices located in 27 countries. Schroders plc is a publicly owned holding company organized under the laws of England. Schroders and its affiliates specialize in providing investment management services.
Schroders Sub-advisory Agreement
On behalf of the Fund, Schroders has entered into a sub-advisory agreement with Schroder Limited pursuant to which Schroder Limited has primary responsibility for choosing investments for the International Portfolio. Under the terms of the sub-advisory agreement with the Fund, Schroders pays Schroder Limited fees equal to 59% of the management fee payable to Schroders under its management contract with the Fund.
1. Other Accounts Managed
Simon Webber manages a portion of the International Portfolio; as of December 31, 2016, the Portfolio held assets of $2.1 billion. As of December 31, 2016, Mr. Webber also managed 1 other registered investment company with total
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assets of $269 million (advisory fees not based on account performance), 6 other pooled investment vehicles with total assets of $860 million (advisory fees not based on account performance), and 21 other accounts with total assets of $4.7 billion (advisory fees based on account performance for 2 of these accounts with total assets of $643 million).
2. Material Conflicts of Interest
Whenever a portfolio manager of the Schroders Portfolio manages other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Schroders Portfolio and the investment strategy of the other accounts. For example, in certain instances, a portfolio manager may take conflicting positions in a particular security for different accounts by selling a security for one account and continuing to hold it for another account. In addition, the fact that other accounts require the portfolio manager to devote less than all of his or her time to the Schroders Portfolio may be seen itself to constitute a conflict with the interest of the Schroders Portfolio.
A portfolio manager may also execute transactions for another fund or account at the direction of such fund or account that may adversely impact the value of securities held by the Schroders Portfolio. Securities selected for funds or accounts other than the Schroders Portfolio may outperform the securities selected for the Schroders Portfolio. Finally, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Schroders Portfolio may not be able to take full advantage of that opportunity because of an allocation of that opportunity across all eligible funds and accounts.
At Schroders, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these other accounts may include separate accounts, collective trusts, or offshore funds. Certain of these accounts may pay a performance fee, and portfolio managers may have an incentive to allocate investment to these accounts.
Schroders manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes, and oversight by client directors. Schroders has developed trade allocation and client order priority systems and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
The structure of each portfolio managers compensation may give rise to potential conflicts of interest. Each portfolio managers base pay tends to increase with additional and more complex responsibilities that include increased assets under management, which indirectly links compensation to sales.
Schroders has adopted certain compliance procedures that are designed to address these, and other, types of conflicts.
However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
3. Description of Compensation
Schroders portfolio managers are paid a combination of base salary and annual bonus, as well as the standard retirement, health, and welfare benefits available to all of our employees. Certain of the most senior managers also participate in a long-term incentive program. Mr. Webber receives compensation based on the factors discussed in this section.
Base salary is determined by reference to the level of responsibility inherent in the role and the experience of the incumbent, and is benchmarked annually against market data to ensure that Schroders is paying competitively. The base salary is subject to an annual review, and will increase if market movements make this necessary and/or if there has been an increase in the employees responsibilities. At more senior levels, base salaries tend to move less as the emphasis is increasingly on the discretionary bonus.
Bonuses for portfolio managers may be composed of an agreed contractual floor, a revenue component, and/or a discretionary component. Any discretionary bonus is determined by a number of factors. At a macro level the total amount available to spend is a function of the compensation to revenue ratio achieved by the firm globally. Schroders then assesses the performance of the division and of the team to determine the share of the aggregate bonus pool that is spent in each area. This focus on team maintains consistency and minimizes internal competition that may be detrimental to the interests of our clients. For individual portfolio managers, Schroders assesses the performance of its funds against the relevant benchmarks (which may be internally- and/or externally-based and are considered over a range of performance periods), the level of funds under management, and the level of performance fees generated. Schroders also reviews softer factors such as leadership, contribution to other parts of the business, and adherence to our corporate values of excellence, integrity, teamwork, passion, and innovation.
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For those employees receiving significant bonuses, a part may be deferred in the form of Schroders plc stock. These employees may also receive part of the deferred award in the form of notional cash investments in a range of Schroders funds. These deferrals vest over a period of three years and ensure that the interests of the employee are aligned both with those of the shareholders and with those of investors. Over recent years Schroders has increased the level of deferred awards, and as a consequence these key employees have an increasing incentive to remain with Schroders as their store of unvested awards grows over time.
V. Small Company Growth Portfolio
The Portfolio pays ArrowMark Partners 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 performance adjustment, also paid quarterly, is based on the cumulative total return of the advisors portion of the Portfolio relative to that of the Russell 2500 Growth Index over the preceding 60-month period. The Portfolio pays Vanguard on an at-cost basis with respect to its portion of the Small Company Growth Portfolios assets.
During the fiscal years ended December 31, 2014, 2015, and 2016, the Small Company Growth Portfolio incurred aggregate investment advisory fees and expenses of approximately $2,176,000 (before a performance-based increase of $69,000), $2,099,000 (before a performance-based decrease of $97,000), and $1,924,000, respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended December 31, 2016, were approximately $313,000 (representing an effective annual rate of 0.02%). The investment advisory fees paid to ArrowMark Partners and Granahan Investment Management, Inc. (Granahan) for the fiscal year ended December 31, 2016, were $1,611,000 (representing an effective annual rate of 0.13%). Granahan is no longer an investment advisor for the Portfolio.
A. ArrowMark Colorado Holdings, LLC (ArrowMark Partners)
ArrowMark Partners, located in Denver, Colorado, is an investment advisory firm founded in 2007.
1. Other Accounts Managed
Chad Meade and Brian Schaub co-manage the Small Company Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $1.4 billion. As of December 31, 2016, Mr. Meade and Mr. Schaub also co-managed 2 other registered investment companies with total assets of $1.9 million, 1 other pooled investment vehicle with total assets of $165 million, and 19 other accounts with total assets of $3.2 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Potential conflicts could include a portfolio managers knowledge about the size, timing, and possible market impact of a funds trades, whereby the portfolio manager could use this information to the advantage or disadvantage of another fund. A funds portfolio managers may be able to select or otherwise influence the selection of the brokers and dealers that are used to execute securities transactions for a fund. In addition to executing trades, some brokers and dealers provide managers with brokerage research services, which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to a fund, a portfolio managers decision as to the selection of brokers and dealers could potentially yield disproportionate costs and benefits among the individual funds.
A funds portfolio managers and analysts may also face other potential conflicts of interest in managing the funds, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the funds and other accounts. In addition, the portfolio managers or analysts may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Investment personnel, including the portfolio managers and analysts, are subject to restrictions on engaging in personal securities transactions pursuant to a Code of Ethics adopted by ArrowMark Partners and the funds. Although the potential for conflicts of interest may exist, the funds and ArrowMark Partners believe that they have established policies and procedures that seek to minimize potential
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conflicts of interest and to ensure that the purchase and sale of securities among all managed accounts are fairly and equitably executed and allocated.
3. Description of Compensation
Compensation for portfolio managers is designed to link the performance of each portfolio manager to shareholder objectives. All portfolio manager compensation through a base salary and bonus, is paid by ArrowMark Partners. The total compensation of a portfolio manager will be based on a combination of the pre-tax performance of each fund managed by the portfolio manager against applicable benchmark(s) as well as against its relevant peer group, with primary emphasis given to 3-year performance. Peer groups may include Lipper, Morningstar, and other customized universes of funds managed. Portfolio managers are incentivized for outperformance, but receive no extra compensation for being top decile performers, which minimizes the possibility of portfolio managers taking undue risk to be top performers.
B. Vanguard
Vanguard, through its Quantitative Equity Group, provides investment advisory services on an at-cost basis with respect to a portion of the Small Company Growth Portfolios assets. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing Vanguards advisory services.
1. Other Accounts Managed
Michael R. Roach, James P. Stetler, and Binbin Guo co-manage a portion of the Small Company Growth Portfolio; as of December 31, 2016, the Portfolio held assets of $1.4 billion. As of December 31, 2016, Mr. Roach also co-managed 11 other registered investment companies with total asset of $68 billion and 1 other pooled investment vehicle with total assets of $160 million (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Stetler also co-managed 13 other registered investment companies with total asset of $125 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Guo also co-managed 15 other registered investment companies with total asset of $127 billion and 1 other pooled investment vehicle with total assets of $160 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Please refer to Vanguards discussion on page B-68.
3. Description of Compensation
Please refer to Vanguards discussion beginning on page B-68.
VI. Equity Income Portfolio
The Portfolio 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 performance adjustment, also paid quarterly, is based on the cumulative total return of the advisors portion of the Portfolio relative to that of the FTSE High Dividend Yield Index over the preceding 36-month period. The Portfolio pays Vanguard on an at-cost basis with respect to its portion of the Equity Income Portfolios assets.
During the fiscal years ended December 31, 2014, 2015, and 2016, the Portfolio incurred aggregate investment advisory fees and expenses of approximately $903,000 (before a performance-based decrease of $34,000), $882,000 (before a performance-based decrease of $59,000), and $939,000 (before a performance-based decrease of $97,000), respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended December 31, 2016, were approximately $283,000 (representing an effective annual rate of 0.03%). The investment advisory fees paid to Wellington Management for the fiscal year ended December 31, 2016, were $559,000 (representing an effective annual rate of 0.05%).
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A. 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
W. Michael Reckmeyer, III, manages a portion of the Equity Income Portfolio; as of December 31, 2016, the Portfolio held assets of $1.2 billion. As of December 31, 2016, Mr. Reckmeyer also managed 12 other registered investment companies with total assets of $46 billion (advisory fees based on account performance for 2 of these accounts with total assets of $35 billion) and 6 other accounts with total assets of $1.6 billion (advisory fees not based on account performance).
2. Material Conflicts of Interest
Please refer to Wellington Managements discussion beginning on page B-65.
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 Portfolio. 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 relates to fiscal year ended December 31, 2016.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of the portfolio manager listed in the prospectus, who is primarily responsible for the day-to-day management of the Wellington Management Portfolio (the Portfolio Manager) includes a base salary and incentive components. The base salary for the 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 Managers incentive payment relating to the Wellington Management Portfolio is linked to the net pre-tax performance of the portion of the Wellington Management Portfolio managed by the Portfolio Manager compared to the FTSE High Dividend Yield Index over one-, three-, and five-year periods, with an emphasis on five-year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.
Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professionals overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his overall contribution to Wellington Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each Partner is eligible to participate in a Partner-funded tax-qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Reckmeyer is a Partner.
B. Vanguard
Vanguard, through its Quantitative Equity Group, provides investment advisory services on an at-cost basis with respect to a portion of the Equity Income Portfolios assets. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing Vanguards advisory services.
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1. Other Accounts Managed
Michael R. Roach, James P. Stetler, and Binbin Guo co-manage the Equity Income Portfolio; as of December 31, 2016, the Portfolio held assets of $1.2 billion. As of December 31, 2016, Mr. Roach also co-managed 11 other registered investment companies with total assets of $68 billion and 1 other pooled investment vehicle with total assets of $160 million (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Stetler also co-managed 13 other registered investment companies with total assets of $126 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Guo also co-managed 15 other registered investment companies with total assets of $128 billion and 1 other pooled investment vehicle with total assets of $160 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Please refer to Vanguards discussion on page B-68.
3. Description of Compensation
Please refer to Vanguards discussion beginning on page B-68.
VII. Balanced and High Yield Bond Portfolios
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.
The Balanced Portfolio 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 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 Portfolio relative to that of a Composite Stock/Bond Index over the preceding 36-month period. The Index is a composite benchmark, weighted 65% in the Standard & Poors 500 Index and 35% in the Bloomberg Barclays U.S. Credit A or Better Bond Index.
During the fiscal years ended December 31, 2014, 2015, and 2016, the Balanced Portfolio incurred investment advisory fees of $1,230,000 (before a performance-based decrease of $47,000), $1,285,000 (before a performance-based decrease of $66,000), and $1,307,000 (before a performance-based decrease of $136,000), respectively.
The High Yield Bond Portfolio pays Wellington Management a base fee. The base fee, which is paid quarterly, is a percentage of average daily net assets under management during the most recent fiscal quarter.
During the fiscal years ended December 31, 2014, 2015, and 2016, the High Yield Bond Portfolio incurred investment advisory fees of approximately $326,000, $326,000, and $340,000, respectively.
1. Other Accounts Managed
Edward P. Bousa manages the stock portion of the Balanced Portfolio; as of December 31, 2016, the Portfolio held assets of $2.6 billion. As of December 31, 2016, Mr. Bousa also managed 5 other registered investment companies with total assets of $79 billion (advisory fee based on account performance for 1 of these accounts with total assets of $62 billion), 12 other pooled investment vehicles with total assets of $3.7 billion (advisory fee based on account performance for 1 of these accounts with total assets of $17.6 million), and 20 other accounts with total assets of $5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $711 million).
John C. Keogh, Loren L. Moran, and Michael E. Stack co-manage the bond portion of the Balanced Portfolio; as of December 31, 2016, the Portfolio held assets of $2.6 billion. As of December 31, 2016, Mr. Keogh also managed 2 other registered investment companies with total assets of $64 billion (advisory fees based on account performance for both of these accounts) and 1 pooled investment vehicle with total assets of $9.5 million (advisory fees based on account performance). As of December 31, 2016, Ms. Moran also managed 2 other registered investment companies with total assets of $64 billion (advisory fees based on account performance for both of these accounts). As of December 31, 2016,
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Mr. Stack also managed 7 other registered investment companies with total assets of $69 billion (advisory fees based on account performance for 2 of these accounts with total assets of $64 billion) and 4 other accounts with total assets of $9 billion (advisory fees not based on account performance).
Michael L. Hong manages the High Yield Bond Portfolio; as of December 31, 2016, the Portfolio held assets of $622 million. As of December 31, 2016, Mr. Hong also managed 12 other registered investment companies with total assets of $21.2 billion, 5 other pooled investment vehicles with total assets of $146 million, and 27 other accounts with total assets of $6.7 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Portfolios managers listed in the prospectus, who are primarily responsible for the day-to-day management of each Portfolio (Portfolio Managers), generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations, and risk profiles that differ from those of the relevant Portfolio. The Portfolio Managers make investment decisions for each account, including the relevant Portfolio, based on the investment objective, policies, practices, benchmarks, cash flows, tax, and other relevant investment considerations applicable to that account. Consequently, the Portfolio Managers may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the relevant Portfolio and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the relevant Portfolio.
The Portfolio Managers 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 Portfolio, or make investment decisions that are similar to those made for the relevant Portfolio, both of which have the potential to adversely impact the relevant Portfolio depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, a Portfolio Manager may purchase the same security for the relevant Portfolio and one or more other accounts at or about the same time, and in those instances the other accounts will have access to their respective holdings prior to the public disclosure of the relevant Portfolios 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 Portfolios. Messrs. Bousa, Keogh, Stack, Reckmeyer, and Shilling also manage accounts which pay performance allocations to Wellington Management or its affiliates. Because incentive payments paid by Wellington Management to the Portfolio Managers are tied to revenues earned by Wellington Management and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Portfolio Manager. Finally, the Portfolio Managers may hold shares or investments in other pooled investment vehicles and/or other accounts previously identified.
Wellington Managements goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firms Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Managements investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professionals various client mandates.
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3. Description of Compensation
Wellington Management receives a fee based on the assets under management of each Portfolio as set forth in the Investment Advisory Agreements between Wellington Management and the Trust on behalf of each Portfolio. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to each Portfolio. The following information relates to the fiscal year ended December 31, 2016.
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 managers listed in the prospectus, who are primarily responsible for the day-to-day management of the Portfolios (“Portfolio Managers”) 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 base salary for the other portfolio managers is determined by their experience and performance in their role as a Portfolio Manager. Base salaries for Wellington Management’s employees are reviewed annually and may be adjusted based on the recommendation of a Portfolio Manager’s manager, using guidelines established by Wellington Management’s Compensation Committee, which has final oversight responsibility for base salaries of employees of the firm.
Each Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Portfolio managed by the Portfolio Manager and generally each other account managed by such Portfolio Manager. Mr. Bousa’s incentive payment relating to the Balanced Portfolio is linked to the net pre-tax performance of his portion of the Portfolio compared to the Standard & Poor’s 500 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 Mr. Bousa, including accounts with performance fees. The incentive paid to the other Portfolio Managers, 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. Messrs. Bousa, Stack, and Keogh are Partners.
VIII. Conservative Allocation, Equity Index, Mid-Cap Index, Moderate Allocation, Money Market, REIT Index, Short-Term Investment-Grade, Total Bond Market Index, and Total Stock Market Index Portfolios
Vanguard, through its Equity Investment Group, provides investment advisory services on an at-cost basis to the Equity Index, Mid-Cap Index, and REIT Index Portfolios. Vanguard, through its Fixed Income Group, provides investment advisory services on an at-cost basis to the Money Market, Short-Term Investment-Grade, and Total Bond Market Index Portfolios. The compensation and other expenses of Vanguard’s advisory staff are allocated among the funds utilizing these services.
During the fiscal years ended December 31, 2014, 2015, and 2016, the Portfolios incurred the following approximate investment advisory expenses:
| Vanguard Variable Insurance Fund Portfolio | 2014 | 2015 | 2016 |
| Equity Index Portfolio | $538,000 | $621,000 | 607,000 |
| Mid-Cap Index Portfolio | 205,000 | 203,000 | 206,000 |
| Money Market Portfolio | 30,000 | 29,000 | 29,000 |
| REIT Index Portfolio | 131,000 | 153,000 | 156,000 |
| Short-Term Investment-Grade Portfolio | 112,000 | 130,000 | 142,000 |
| Total Bond Market Index Portfolio | 227,000 | 278,000 | 316,000 |
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Vanguard also provides advisory services to the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios, each a fund of funds, by (1) maintaining each Portfolios allocation to its underlying investments, and (2) providing advisory services to those underlying funds. The Portfolios benefit from the investment advisory services provided to the underlying funds and, as shareholders of those funds, indirectly bear a proportionate share of those funds at-cost advisory expenses. For more information about the investment advisory services provided to the underlying funds, please refer to each funds Statement of Additional Information.
1. Other Accounts Managed
Scott Geiger and Donald M. Butler co-manage the Equity Index Portfolio; as of December 31, 2016, the Portfolio held assets of $4.3 billion. As of December 31, 2016, Mr. Geiger also co-managed 18 other registered investment companies with total assets of $630 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Butler also co-managed all or a portion of 15 other registered investment companies with total assets of $663 billion and managed 2 other pooled investment vehicles with total assets of $9.7 billion (none of which had advisory fees based on account performance).
Donald M. Butler and Michael A. Johnson co-manage the Mid-Cap Index Portfolio; as of December 31, 2016, the Portfolio held assets of $1.5 billion. As of December 31, 2016, Mr. Butler also co-managed all or a portion of 15 other registered investment companies with total assets of $666 billion and managed 2 other pooled investment vehicles with total assets of $9.7 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Johnson also co-managed 17 other registered investment companies with total assets of $137 billion, managed 2 other pooled investment vehicles with total assets of $4.5 billion, and managed 1 other account with total assets of $5 billion (none of which had advisory fees based on account performance).
John C. Lanius manages the Money Market Portfolio; as of December 31, 2016, the Portfolio held assets of $965 million. As of December 31, 2016, Mr. Lanius also managed 2 other registered investment companies with total assets of $108 billion (neither of which had advisory fees based on account performance).
Gerard C. OReilly and Walter Nejman co-manage the REIT Index Portfolio; as of December 31, 2016, the Portfolio held assets of $1.1 billion. As of December 31, 2016, Mr. OReilly also co-managed all or a portion of 15 other registered investment companies with total assets of $903 billion and managed 1 other pooled investment vehicle with total assets of $4.9 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Nejman also co-managed 51 other registered investment companies with total assets of $1.2 billion and managed 2 other pooled investment vehicles with total assets of $2.2 billion (none of which had advisory fees based on account performance).
Gregory S. Nassour manages the Short-Term Investment-Grade Portfolio; as of December 31, 2016, the Portfolio held assets of $1.4 billion. As of December 31, 2016, Mr. Nassour also managed 2 other registered investment companies with total assets of $85 billion and 1 other pooled investment vehicle with total assets of $10.1 billion, and co-managed 5 other registered investment companies with total assets of $37 billion (none of which had advisory fees based on account performance).
Joshua C. Barrickman and William D. Baird co-manage the Total Bond Market Index Portfolio; as of December 31, 2016, the Portfolio held assets of $3 billion. As of December 31, 2016, Mr. Barrickman also managed 6 other registered investment companies with total assets of $319 billion and co-managed all or a portion of 11 other registered investment companies with total assets of $210 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Baird also co-managed 2 other registered investment companies with total assets of $4.8 billion and 2 other pooled investment vehicles with total assets of $2.6 billion (none of which had advisory fees based on account performance).
William Coleman and Walter Nejman co-manage the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios; as of December 31, 2016, the Conservative Allocation Portfolio held assets of $233 million, the Moderate Allocation Portfolio held assets of $294 million, and the Total Stock Market Index Portfolio held assets of $1.7 billion. As of December 31, 2016, Mr. Coleman also co-managed all or a portion of 48 other registered companies with total assets of $539 billion, managed 1 other pooled investment vehicle with total assets of $5.4 billion, and managed 1 other account with total assets of $5 billion (none of which had advisory fees based on account performance). As of December 31, 2016, Mr. Nejman also co-managed 49 other registered companies with total assets of $1.2 trillion and managed 2 other pooled investment vehicles with total assets of $2.2 billion (none of which had advisory fees based on account performance).
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2. Material Conflicts of Interest
At Vanguard, individual portfolio managers may manage multiple accounts for multiple clients. In addition to mutual funds, these accounts may include separate accounts, collective trusts, or offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All named Vanguard portfolio managers are Vanguard employees. This section describes the compensation of the Vanguard employees who manage Vanguard mutual funds. As of December 31, 2016, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or when a market adjustment of the position occurs.
A portfolio managers bonus is determined by a number of factors. One factor is gross, pre-tax performance of a fund relative to expectations for how the fund should have performed, given the funds investment objective, policies, strategies, and limitations, and the market environment during the measurement period. This performance factor is not based on the amount of assets held in the funds portfolio. For the Short-Term Investment-Grade Portfolio, the performance factor depends on how successfully the portfolio manager outperforms these expectations and maintains the risk parameters of the fund over a three-year period. For the Conservative Allocation and Moderate Allocation Portfolios, the performance factor depends on how successfully the portfolio manager outperforms each Portfolios composite index and maintains the risk parameters of the Portfolio over a three-year period. For the Equity Index, Mid-Cap Index, REIT Index, Total Bond Market Index, and Total Stock Market Index Portfolios, the performance factor depends on how closely the portfolio manager tracks the Portfolios benchmark index over a one-year period. For the Equity Income and Small Company Growth Portfolios, the performance factor depends on how successfully the portfolio manager maintains the risk parameters of the fund and outperforms the relevant peer group that invests in the market sectors in which the fund is permitted to invest over a three-year period. For the Money Market Portfolio, the performance factor depends on how successfully the portfolio manager maintains the credit quality of the fund and, consequently, how the fund performs relative to the expectations described above over a one-year period. Additional factors include the portfolio managers contributions to the investment management functions within the sub-asset class, contributions to the development of other investment professionals and supporting staff, and overall contributions to strategic planning and decisions for the investment group. The target bonus is expressed as a percentage of base salary. The actual bonus paid may be more or less than the target bonus, based on how well the manager satisfies the objectives previously described. The bonus is paid on an annual basis.
Under the long-term incentive compensation program, all full-time employees receive a payment from Vanguards long-term incentive compensation plan based on their years of service, job level, and, if applicable, management responsibilities. Each year, Vanguards independent directors determine the amount of the long-term incentive compensation award for that year based on the investment performance of the Vanguard funds relative to competitors and Vanguards operating efficiencies in providing services to the Vanguard funds.
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Ownership of Securities in the Portfolios
The Portfolios are mutual funds used solely as investment options for annuity or life insurance contracts offered by insurance companies, which can only be purchased through a contract offered by an insurance company. Accordingly, the Portfolios that make up the Fund are suitable investments for only a limited subset of investors. As of December 31, 2016, Mr. Keogh, through investing in Vanguard Variable Annuity, indirectly had investments in the Balanced Portfolio within the $100,001-$500,000 range. No other named portfolio managers had indirect investments with any of the Portfolios.
Duration and Termination of Investment Advisory Agreements
The current investment advisory agreements with the unaffiliated advisors (other than ArrowMark Partners and Jackson Square) are renewable for successive one-year periods, only if (1) each renewal is specifically approved by a vote of the Funds board of trustees, including the affirmative votes of a majority of the trustees who are not parties to the agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of considering such approval, or (2) each renewal is specifically approved by a vote of a majority of the Portfolios outstanding voting securities.
The initial investment advisory agreements with ArrowMark Partners and Jackson Square are binding for a two-year period. At the end of that time, the agreements will become renewable for successive one-year periods, subject to the above conditions.
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 sixty (60) days written notice to the advisor (thirty (30) days written notice for ArrowMark Partners; Barrow, Hanley; Jackson Square; PRIMECAP; William Blair and Wellington Management (for the Balanced, Equity Income, and Growth Portfolios); (2) by a vote of a majority of the Portfolios outstanding voting securities upon 60 days written notice to the advisor (30 days written notice for ArrowMark Partners; Barrow, Hanley; Jackson Square; PRIMECAP; William Blair and Wellington Management (for the Balanced, Equity Income, and Growth Portfolios); or (3) by the advisor upon ninety (90) days written notice to the Portfolio.
Vanguard provides at-cost investment advisory services to the Conservative Allocation, Equity Index, Mid-Cap Index, Moderate Allocation, Money Market, REIT Index, Short-Term Investment-Grade, Total Bond Market Index, and Total Stock Market Index Portfolios, and for a portion of the assets in the Equity Income and Small Company Growth Portfolios, 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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PORTFOLIO TRANSACTIONS
The advisors decide which securities to buy and sell on behalf of a Portfolio and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide best execution. Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-dealers services. The factors considered by the advisor in seeking best execution include, but are not limited to, the broker-dealers execution capability; clearance and settlement services; commission rate; trading expertise; willingness and ability to commit capital; ability to provide anonymity; financial responsibility; reputation and integrity; responsiveness; access to underwritten offerings and secondary markets; and access to company management, as well as the value of any research provided by the broker-dealer. In assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Portfolio. The advisor may cause the Portfolio 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. An 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 Portfolio effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Portfolio.
The Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios each will purchase and sell conventional shares (i.e., not exchange-traded) of the underlying Vanguard funds by dealing directly with the issuer of the underlying funds. The Portfolios will incur no brokerage commissions for these transactions. To the extent a Portfolio purchases and sells ETF Shares of an underlying fund, the Portfolio will pay brokerage commissions.
Balanced (bond portion only), High Yield Bond, Money Market, Short-Term Investment-Grade, and Total Bond Market Index Portfolios
The types of securities in which the money market and bond Portfolios invest are generally purchased and sold through principal transactions, meaning that the Portfolios normally purchase securities directly from the issuer or a primary market-maker acting as principal for the securities on a net basis. Explicit brokerage commissions are not paid on these transactions, although purchases of new issues from underwriters of bonds typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealers markup (i.e., a spread between the bid and the asked prices).
As previously explained, the types of securities that the Portfolios purchase do not normally involve the payment of explicit brokerage commissions. If any such brokerage commissions are paid, however, the advisor will evaluate their reasonableness by considering (1) historical commission rates; (2) rates which other institutional investors are paying, based upon publicly available information; (3) rates quoted by brokers and dealers; (4) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (5) the complexity of a particular transaction in terms of both execution and settlement; (6) the level and type of business done with a particular firm over a period of time; and (7) the extent to which the broker or dealer has capital at risk in the transaction.
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All Portfolios
During the fiscal years ended December 31, 2014, 2015, and 2016, the Portfolios paid the following approximate amounts in brokerage commissions:
| Portfolio | 2014 | 2015 | 2016 |
| Balanced Portfolio1 | $268,000 | $456,000 | $447,000 |
| Capital Growth Portfolio2 | 152,000 | 109,000 | 66,000 |
| Conservative Allocation Portfolio | 0 | 0 | 0 |
| Diversified Value Portfolio3 | 208,000 | 160,000 | 343,000 |
| Equity Income Portfolio 4 | 88,000 | 189,000 | 149,000 |
| Equity Index Portfolio | 27,000 | 30,000 | 27,000 |
| Growth Portfolio | 103,000 | 116,000 | 129,000 |
| High Yield Bond Portfolio | 0 | Less than 1,000 | 3,000 |
| International Portfolio | 959,000 | 781,000 | 705,000 |
| Mid-Cap Index Portfolio4 | 18,000 | 31,000 | 27,000 |
| Moderate Allocation Portfolio | 0 | 0 | 0 |
| Money Market Portfolio | 0 | 0 | 0 |
| REIT Index Portfolio | 43,000 | 47,000 | 38,000 |
| Short-Term Investment-Grade Portfolio5 | 49,000 | 43,000 | 60,000 |
| Small Company Growth Portfolio | 680,000 | 1,188,000 | 1,100,000 |
| Total Bond Market Index Portfolio | 0 | 0 | 3,000 |
| Total Stock Market Index Portfolio | 1,000 | 0 | 0 |
| 1 The increase in brokerage commissions for the Portfolio in 2015 was the result of a modest increase in trading activity and a rise in non-electronic | |||
| trading directly with the trading desk. | |||
| 2 The fluctuations in brokerage commissions for the Portfolio for the years shown are a result of changing market conditions during those years, | |||
| which impacted the frequency of portfolio transactions. | |||
| 3 The increase in brokerage commissions for the Portfolio in 2016 was primarily brought on by shifts in market dynamics as well as a change in | |||
| the Portfolio manager. | |||
| 4 The increase in brokerage commissions for the Portfolio in 2015 was the result of an increase in trading activity. | |||
| 5 The increase in brokerage commissions for the Portfolio in 2016 was the result of an increased use of derivatives. | |||
Some securities that are considered for investment by a Portfolio 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 the Portfolio 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 that 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 Fund’s 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 Portfolio, 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 Portfolio may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Portfolio, including voting rights. If a Portfolio is required to limit its investment in a particular issuer, the Portfolio 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.
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As of December 31, 2016, each Portfolio held securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
| Vanguard Variable Insurance Fund Portfolio | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
| Balanced Portfolio | Banc of America Securities LLC | $53,893,000 |
| Citigroup Global Markets Inc. | 13,614,000 | |
| Deutsche Bank Securities Inc. | 7,584,000 | |
| Goldman, Sachs & Co. | 29,594,000 | |
| J.P. Morgan Securities Inc. | 66,788,000 | |
| Morgan Stanley | 16,182,000 | |
| UBS Securities LLC | 7,627,000 | |
| Capital Growth Portfolio | | |
| Conservative Allocation Portfolio | | |
| Diversified Value Portfolio | | |
| Equity Income Portfolio | BNP Paribas Securities Corp. | 5,900,000 |
| J.P. Morgan Securities Inc. | 43,555,000 | |
| Equity Index Portfolio | Citigroup Global Markets Inc. | 37,936,000 |
| Goldman, Sachs & Co. | 19,835,000 | |
| J.P. Morgan Securities Inc. | 69,164,000 | |
| Morgan Stanley | 13,647,000 | |
| Wells Fargo Securities, LLC | 55,797,000 | |
| Growth Portfolio | Banc of America Securities LLC | 400,000 |
| High Yield Bond Portfolio | | |
| International Portfolio | Barclays Inc. | 6,038,000 |
| Mid-Cap Index Portfolio | | |
| Moderate Allocation Portfolio | | |
| Money Market Portfolio | Citigroup Global Markets Inc. | 15,000,000 |
| J.P. Morgan Securities Inc. | 1,000,000 | |
| Rabobank International | | |
| Wells Fargo Securities, LLC | 28,499,000 | |
| REIT Index Portfolio | | |
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| Vanguard Variable Insurance Fund Portfolio | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
| Short-Term Investment-Grade Portfolio | Barclays Inc. | 683,000 |
| Citigroup Global Markets Inc. | 23,160,000 | |
| Goldman, Sachs & Co. | 35,777,000 | |
| HSBC Securities (USA) Inc. | 12,441,000 | |
| J.P. Morgan Securities Inc. | 40,300,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 238,000 | |
| Mizuho Securities USA Inc. | | |
| Morgan Stanley | 37,099,000 | |
| UBS Securities LLC | 3,850,000 | |
| Wells Fargo Securities, LLC | 35,222,000 | |
| Small Company Growth Portfolio | | |
| Total Bond Market Index Portfolio | Barclays Inc. | 2,384,000 |
| Citigroup Global Markets Inc. | 15,267,000 | |
| Credit Suisse Securities (USA) LLC | 5,010,000 | |
| Goldman, Sachs & Co. | 16,512,000 | |
| J.P. Morgan Securities Inc. | 23,704,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 1,037,000 | |
| Morgan Stanley | 21,472,000 | |
| Wells Fargo Securities, LLC | 18,249,000 | |
| Total Stock Market Index Portfolio | | |
PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Proxy Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the funds and its shareholders best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a companys stock (as determined by the companys governing documents or by applicable law, regulation, or regulatory agreement).
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In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the companys board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the funds Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
| I. | The Board of Directors |
| A. | Election of directors |
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
Although the funds will generally support the boards nominees, the following factors will be taken into account in determining each funds vote:
| Factors For Approval | Factors Against Approval |
| Nominated slate results in board made up of a majority of | Nominated slate results in board made up of a majority of |
| independent directors. | non-independent directors. |
| All members of Audit, Nominating, and Compensation | Audit, Nominating, and/or Compensation committees include |
| committees are independent of management. | non-independent members. |
| Incumbent board member failed to attend at least 75% of meetings | |
| in the previous year. | |
| Actions of committee(s) on which nominee serves are inconsistent with | |
| other guidelines (e.g., excessive equity grants, substantial non-audit fees, | |
| lack of board independence). | |
| Actions of committee(s) on which nominee serves demonstrate serious | |
| failures of governance (e.g., unilaterally acting to significantly reduce | |
| shareholder rights, failure to respond to previous vote results for directors | |
| and shareholder proposals). |
B. Contested director elections
In the case of contested board elections, we will evaluate the nominees qualifications, the performance of the incumbent board, and the rationale behind the dissidents campaign, to determine the outcome that we believe will maximize shareholder value.
C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
D. Proxy access
We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a companys proxy ballot. In our view, this improves shareholders ability to participate in director elections while potentially enhancing boards accountability and responsiveness to shareholders.
That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a companys outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.
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We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a companys other governance provisions, as well as other relevant factors.
II. Approval of Independent Auditors
The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support managements recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.
III. Compensation Issues
A. Stock-based compensation plans
Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the companys employees. However, we will evaluate compensation proposals in the context of several factors (a companys industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the companys other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.
The following factors will be among those considered in evaluating these proposals:
| Factors For Approval | Factors Against Approval |
| Company requires senior executives to hold a minimum amount | Total potential dilution (including all stock-based plans) exceeds 15% of |
| of company stock (frequently expressed as a multiple of salary). | shares outstanding. |
| Company requires stock acquired through equity awards to be | Annual equity grants have exceeded 2% of shares outstanding. |
| held for a certain period of time. | |
| Compensation program includes performance-vesting awards, | Plan permits repricing or replacement of options without |
| indexed options, or other performance-linked grants. | shareholder approval. |
| Concentration of equity grants to senior executives is limited | Plan provides for the issuance of reload options. |
| (indicating that the plan is very broad-based). | |
| Stock-based compensation is clearly used as a substitute for | Plan contains automatic share replenishment (evergreen) feature. |
| cash in delivering market-competitive total pay. |
B. 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
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compensation that is linked to the companys performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives incentives for continued employment should be more significant than severance benefits, there are instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
A. Shareholder rights plans (poison pills)
A companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:
| Factors For Approval | Factors Against Approval |
| Plan is relatively short term (3-5 years). | Plan is long term (>5 years). |
| Plan requires shareholder approval for renewal. | Renewal of plan is automatic or does not require shareholder approval. |
| Plan incorporates review by a committee of independent | Board with limited independence. |
| directors at least every three years (so-called TIDE provisions). | |
| Ownership trigger is reasonable (15-20%). | Ownership trigger is less than 15%. |
| Highly independent, non-classified board. | Classified board. |
| Plan includes permitted-bid/qualified-offer feature (chewable | |
| pill) that mandates a shareholder vote in certain situations. |
B. Increase in authorized shares
The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a companys specific circumstances and market practices.
C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
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D. Supermajority vote requirements
The funds support shareholders ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Corporate and Social Policy Issues
Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. The Board generally believes that these are ordinary business matters that are primarily the responsibility of management and should be evaluated and approved solely by the corporations board of directors. Often, proposals may address concerns with which the Board philosophically agrees, but absent a compelling economic impact on shareholder value (e.g., proposals to require expensing of stock options), the funds will typically abstain from voting on these proposals. This reflects the belief that regardless of our philosophical perspective on the issue, these decisions should be the province of company management unless they have a significant, tangible impact on the value of a funds investment and management is not responsive to the matter.
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company that has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
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A companys governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the companys shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the companys specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a banks outstanding voting shares without seeking prior regulatory approval, provided the funds shares in excess of 10% are mirror voted or not voted at all.
These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. The Proxy Voting Group
The Board has delegated the day-to-day operations of the funds proxy voting process to the Proxy Voting Group, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when the Proxy Voting Group will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
The Proxy Voting Group performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Proxy Voting Group also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Proxy Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with the Proxy Voting Group to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
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The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguards website at vanguard.com.
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at vanguard.com or the SECs website at www.sec.gov.
FINANCIAL STATEMENTS
The Funds Financial Statements for the fiscal year ended December 31, 2016, appearing in the Portfolios 2016 Annual Report 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 the Funds performance, please see the Portfolios Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
DESCRIPTION OF BOND RATINGS
Moodys Rating Symbols
The following describe characteristics of the global long-term (original maturity of 1 year or more) bond ratings provided by Moodys Investors Service, Inc. (Moodys):
AaaJudged to be obligations of the highest quality, they are subject to the lowest level of credit risk.
AaJudged to be obligations of high quality, they are subject to very low credit risk. Together with the Aaa group, they make up what are generally known as high-grade bonds.
AJudged to be upper-medium-grade obligations, they are subject to low credit risk.
BaaJudged to be medium-grade obligations, subject to moderate credit risk, they may possess certain speculative characteristics.
BaJudged to be speculative obligations, they are subject to substantial credit risk.
BConsidered to be speculative obligations, they are subject to high credit risk.
CaaJudged to be speculative obligations of poor standing, they are subject to very high credit risk.
CaViewed as highly speculative obligations, they are likely in, or very near, default, with some prospect of recovery of principal and interest.
CViewed as the lowest rated obligations, they are typically in default, with little prospect for recovery of principal and interest.
Moodys also supplies numerical indicators (1, 2, and 3) to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking toward the lower end of the category.
The following describe characteristics of the global short-term (original maturity of 13 months or less) bond ratings provided by Moodys. This ratings scale also applies to U.S. municipal tax-exempt commercial paper.
Prime-1 (P-1)Judged to have a superior ability to repay short-term debt obligations. Prime-2 (P-2)Judged to have a strong ability to repay short-term debt obligations. Prime-3 (P-3)Judged to have an acceptable ability to repay short-term debt obligations. Not Prime (NP)Cannot be judged to be in any of the prime rating categories.
B-79
The following describe characteristics of the U.S. municipal short-term bond ratings provided by Moodys:
Moodys ratings for state and municipal notes and other short-term (up to 3 years) obligations are designated Municipal Investment Grade (MIG).
MIG 1Indicates superior quality, enjoying the excellent protection of established cash flows, liquidity support, and broad-based access to the market for refinancing.
MIG 2Indicates strong credit quality with ample margins of protection, although not as large as in the preceding group.
MIG 3Indicates acceptable credit quality, with narrow liquidity and cash-flow protection and less well-established market access for refinancing.
SGIndicates speculative credit quality with questionable margins of protection.
Standard and Poors Rating Symbols
The following describe characteristics of the long-term (original maturity of 1 year or more) bond ratings provided by Standard and Poors:
AAAThese are the highest rated obligations. The capacity to pay interest and repay principal is extremely strong.
AAThese also qualify as high-grade obligations. They have a very strong capacity to pay interest and repay principal, and they differ from AAA issues only in small degree.
AThese are regarded as upper-medium-grade obligations. They have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.
BBBThese are regarded as having an adequate capacity to pay interest and repay principal. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity in this regard. This group is the lowest that qualifies for commercial bank investment.
BB, B, CCC, CC, and CThese obligations range from speculative to significantly speculative with respect to the capacity to pay interest and repay principal. BB indicates the lowest degree of speculation and C the highest.
DThese obligations are in default, and payment of principal and/or interest is likely in arrears.
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus () sign to show relative standing within the major rating categories.
The following describe characteristics of short-term (original maturity of 365 days or less) bond and commercial paper ratings designations provided by Standard and Poors:
A-1These are the highest rated obligations. The capacity of the obligor to pay interest and repay principal is strong. The addition of a plus sign (+) would indicate a very strong capacity.
A-2These obligations are somewhat susceptible to changing economic conditions. The obligor has a satisfactory capacity to pay interest and repay principal.
A-3These obligations are more susceptible to the adverse effects of changing economic conditions, which could lead to a weakened capacity to pay interest and repay principal.
BThese obligations are vulnerable to nonpayment and are significantly speculative, but the obligor currently has the capacity to meet its financial commitments.
CThese obligations are vulnerable to nonpayment, but the obligor must rely on favorable economic conditions to meet its financial commitment.
DThese obligations are in default, and payment of principal and/or interest is likely in arrears.
B-80
The following describe characteristics of U.S. municipal short-term (original maturity of 3 years or less) note ratings provided by Standard and Poors:
SP-1This designation indicates a strong capacity to pay principal and interest. SP-2This designation indicates a satisfactory capacity to pay principal and interest. SP-3This designation indicates a speculative capacity to pay principal and interest.
Vanguard Funds are not sponsored, endorsed, issued, sold or promoted by Barclays Risk Analytics and Index Solutions Limited or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Funds or any member of the public regarding the advisability of investing in securities generally or in Vanguard Funds particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Funds with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Funds is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Funds or any owners or purchasers of the Vanguard Funds. Barclays has no obligation to take the needs of Vanguard, Vanguard Funds or the owners of Vanguard Funds into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Funds to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Funds.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
©2017 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2017, Barclays. All rights reserved.
B-81
SAI064 042017
B-82
PART C
VANGUARD VARIABLE INSURANCE FUNDS
OTHER INFORMATION
Item 28. Exhibits
| (a) | Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, |
| filed with Post-Effective Amendment No. 78 dated April 29, 2016, is hereby incorporated | |
| by reference. | |
| (b) | By-Laws, filed with Post-Effective Amendment No. 51 on October 7, 2010, are hereby |
| incorporated by reference. | |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V |
| of the Registrants Amended and Restated Agreement and Declaration of Trust, refer to | |
| Exhibit (a) above. | |
| (d) | Investment Advisory Contracts, for Wellington Management Company LLP (with respect |
| to the Equity Income Portfolio), filed with Post-Effective Amendment No. 48 dated | |
| April 29, 2009; for William Blair & Company, L.L.C., filed with Post-Effective Amendment | |
| No. 50 dated April 30 2010; for Wellington Management Company LLP (with respect to | |
| the Growth Portfolio), filed with Post-Effective Amendment No. 52 dated | |
| December 6, 2010; for Baillie Gifford Overseas Ltd., and for Schroder Investment | |
| Management North America, Inc., filed with Post- Effective Amendment No. 54 dated | |
| May 3, 2011; for the Sub-Advisory Agreement for Schroder Investment Management | |
| North America Limited, filed with Post-Effective Amendment No. 64 on | |
| January 31, 2013; for Barrow, Hanley, Mewhinney & Strauss, LLC, for PRIMECAP | |
| Management Company, and for Wellington Management Company LLP (with respect to | |
| the Balanced and High Yield Bond Portfolios), filed with Post-Effective Amendment No. | |
| 62 dated April 27, 2012; and for Jackson Square Partners, LLC, filed with Post-Effective | |
| Amendment No. 74 dated April 30, 2015 are hereby incorporated by reference. For | |
| ArrowMark Colorado Holdings, LLC, filed on April 29, 2016, Post-Effective Amendment | |
| No. 78, as amended by Addendum filed herewith. The Vanguard Group, Inc., provides | |
| investment advisory services to the Conservative Allocation, Equity Income, Equity | |
| Index, Mid-Cap Index, Moderate Allocation, Money Market, REIT Index, Short-Term | |
| Investment-Grade, Small Company Growth, Total Bond Market Index, and Total Stock | |
| Market Index Portfolios 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 Fund in Part B of this Registration Statement. | |
| (g) | Custodian Agreements, for State Street Bank and Trust Company, filed with Post- |
| Effective Amendment No. 52 dated December 6, 2010, is hereby incorporated by | |
| reference. For JPMorgan Chase Bank, for The Bank of New York Mellon, and for Brown | |
| Brothers Harriman & Co., are filed herefwith. | |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, filed |
| with Post-Effective Amendment No. 62 dated April 27, 2012, is hereby incorporated by | |
| reference. | |
| (i) | Legal Opinion, not applicable. |
| (j) | Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed |
| herewith. | |
| (k) | Omitted Financial Statements, not applicable. |
| (l) | Initial Capital Agreements, not applicable. |
| (m) | Rule 12b-1 Plan, not applicable. |
| (n) | Rule 18f-3 Plan, is filed herewith. |
| (o) | Reserved. |
C-1
| (p) | Codes of Ethics, for Schroder Investment Management North America, Inc., and for Schroder Investment Management North America Limited, filed with Post-Effective Amendment No. 72 dated April 30, 2014; for Jackson Square Partners, LLC, and for The Vanguard Group, Inc., filed with Post-Effective Amendment No. 74 dated April 30, 2015 for PRIMECAP Management Company, for William Blair & Company L.L.C., for Baillie Gifford Overseas Ltd filed with Post-Effective Amendment No. 78 dated April 29, 2016; are hereby incorporated by reference. For Wellinton Management Company LLP, Borrow, Hanley, Mewhinney & Strauss, LLC, and for ArrowMark Colorado Holdings, LLC are filed herewith. |
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
Investment advisory services are provided to the Conservative Allocation, Equity Income, Equity Index, Mid-Cap Index, Moderate Allocation, Money Market, REIT Index, Short-Term Investment-Grade, Small Company Growth, Total Bond Market Index, and Total Stock Market Index Portfolios by The Vanguard Group, Inc. (Vanguard). Vanguard is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisors Act). The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Investment advisory services are provided to the Balanced, Equity Income, Growth, and High Yield Bond Portfolios by Wellington Management Company LLP (Wellington Management). Wellington Management is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and partners of Wellington Management, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and partners during the past two years, is incorporated herein by reference from Form ADV filed by Wellington Management pursuant to the Advisers Act (SEC File No. 801-15908).
C-2
Investment advisory services are provided to the Capital Growth Portfolio by PRIMECAP Management Company (PRIMECAP). PRIMECAP is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of PRIMECAP, 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 PRIMECAP pursuant to the Advisers Act (SEC File No. 801-19765).
Investment advisory services are provided to the Growth Portfolio by Jackson Square Partners, LLC (Jackson Square). Jackson Square is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Jackson Square, 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 to Form ADV filed by Jackson Square pursuant to the Advisers Act (SEC File No. 801-79255).
Investment advisory services are provided to the Growth Portfolio by William Blair & Company, L.L.C. (William Blair & Company). William Blair & Company is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of William Blair & Company, 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 William Blair & Company pursuant to the Advisers Act (SEC File No. 801-688).
Investment advisory services are provided to the Small Company Growth Portfolio by ArrowMark Colorado Holdings, LLC (ArrowMark Partners). ArrowMark Partners is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and members of ArrowMark Partners, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and members during the past two years, is incorporated herein by reference from Form ADV filed by ArrowMark Partners pursuant to the Advisers Act (SEC File No. 801-69868).
Investment advisory services are provided to the International Portfolio by Schroder Investment Management North America Inc. (Schroders). Schroders is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Schroders, 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 Schroders pursuant to the Advisers Act (SEC File No. 801-15834).
Investment advisory services are provided to the International Portfolio by Schroder Investment Management North America Limited (Schroder Limited). Schroder Limited is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Schroder Limited, 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 Schroder Limited pursuant to the Advisers Act (SEC File No. 801-37163).
C-3
Investment advisory services are provided to the International Portfolio by Baillie Gifford Overseas Ltd. (Baillie Gifford). Baillie Gifford is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Baillie Gifford, 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 Baillie Gifford pursuant to the Advisers Act (SEC File No. 801-21051).
Investment advisory services are provided to the Diversified Value Portfolio by Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley). Barrow, Hanley is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Barrow, Hanley, 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 Barrow, Hanley pursuant to the Advisers Act (SEC File No. 801-31237).
Item 32. Principal Underwriters
(a) Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 190 mutual funds.
(b) The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355.
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| F. William McNabb III | Director and Chairman | Chairman and Chief Executive Officer |
| Glenn W. Reed | Director | None |
| Mortimer J. Buckley | Director and Senior Vice President | None |
| Martha G. King | Director and Senior Vice President | None |
| Chris D. McIsaac | Director and Senior Vice President | None |
| Anne E. Robinson | Director and Senior Vice President | Secretary |
| Karin Risi | Director and Managing Director | None |
| Thomas Rampulla | Director and Senior Vice President | None |
| Michael Rollings | Treasurer | None |
| Natalie Bej | Chief Compliance Officer | Chief Compliance Officer |
| Matthew Benchener | Principal | None |
| Jack Brod | Principal | None |
| James M. Delaplane Jr. | Principal | None |
| Kathleen A. Graham-Kelly | Principal | None |
| Phillip Korenman | Principal | None |
| Mike Lucci | Principal | None |
| Alba E. Martinez | Principal | None |
| Brian McCarthy | Principal | None |
| Frank Satterthwaite | Principal | None |
| Christopher Sicilia | Principal | None |
| Tammy Virnig | Principal | None |
C-4
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None | |
| Amy M. Laursen | Financial and Operations Principal | None | |
| Timothy P. Holmes | Annuity and Insurance Officer | None | |
| Jeff Seglem | Annuity and Insurance Officer | None | |
| Michael L. Kimmel | Assistant Secretary | None | |
| Marc P. Lindsay | Assistant Secretary | None | |
| Caroline Cosby | Secretary | None | |
| (c) | Not applicable. | ||
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Custodians, Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA 02110-1548; The Bank of New York Mellon, One Wall Street, New York, NY 10286; JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070; and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrants investment advisors at their respective locations identified in Part B of this Registration Statement.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Fund 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-5
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 27th day of April, 2017.
| VANGUARD VARIABLE INSURANCE FUNDS |
| BY:_________/s/ F. William McNabb III* |
| F. William McNabb III |
| Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ F. William McNabb III* | Chairman and Chief Executive | April 27, 2017 |
| Officer | ||
| F. William McNabb III | ||
| /s/ Emerson U. Fullwood* | Trustee | April 27, 2017 |
| Emerson U. Fullwood | ||
| /s/ Rajiv L. Gupta* | Trustee | April 27, 2017 |
| Rajiv L. Gupta | ||
| /s/ Amy Gutmann* | Trustee | April 27, 2017 |
| Amy Gutmann | ||
| /s/ JoAnn Heffernan Heisen* | Trustee | April 27, 2017 |
| JoAnn Heffernan Heisen | ||
| /s/ F. Joseph Loughrey* | Trustee | April 27, 2017 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | April 27, 2017 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | April 27, 2017 |
| Scott C. Malpass | ||
| /s/ André F. Perold* | Trustee | April 27, 2017 |
| André F. Perold | ||
| /s/ Peter F. Volanakis* | Trustee | April 27, 2017 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | April 27, 2017 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on October 4, 2016, see File Number 33-32548, Incorporated by Reference.
INDEX TO EXHIBITS
| Investment Advisory Contracts, ArrowMark Colorado Holdings, LLC, | Ex-99.D |
| Custodian Agreements, JPMorgan Chase Bank | Ex-99.G |
| Custodian Agreements, The Bank of New York Mellon, | Ex-99.G |
| Custodian Agreements, Brown Brothers Harriman & Co., | Ex-99.G |
| Other Opinions, Consent of Independent Registered Public Accounting Firm | Ex-99.J |
| Rule 18f-3 Plan | Ex-99.N |
| Codes of Ethics, Wellington Management Company LLP | Ex-99.P |
| Codes of Ethics, Barrow, Hanley, Mewhinney & Strauss, LLC. | Ex-99.P |
| Codes of Ethics, ArrowMark Colorado Holdings, LLC, | Ex-99.P |
EXHIBIT 1 - AMENDMENT # 27
The following is an amendment (Amendment) to the Global Custody Agreement dated June 25, 2001, as amended from time to time (the Agreement), by and between JPMorgan Chase Bank (previously The Chase Manhattan Bank) (Bank) and each open-end management investment company listed on Exhibit 1 thereto (each a Trust, collectively Customer). 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.
Exhibit 1 is hereby amended as follows:
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 Target Retirement Income Fund Vanguard Target Retirement 2010 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 Institutional Target Retirement 2010 Fund Vanguard Institutional Target Retirement 2015 Fund
0354738, v0.3 1
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 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 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 Short-Term Government Bond Index Fund Vanguard Intermediate-Term Government Bond Index Fund Vanguard Long-Term Government Bond Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Mortgage-Backed Securities 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
0354738, v0.3 2
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 Total Bond Market Index Portfolio
Vanguard Wellesley Income Fund
Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund Vanguard International Growth Fund
(Rest of page left intentionally blank)
0354738, v0.3 3
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
0354738, v0.3 4
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
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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
(Rest of page left intentionally blank)
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AGREED TO as of April __, 2015 BY: JPMorgan Chase Bank By: Name: Title: |
Each Fund Listed on Exhibit 1 By: Name: Jean E. Drabick Title: Assistant Treasurer |
0354738, v0.3 7
SCHEDULE II AMENDMENT #13
The following is an amended and restated Schedule II (Amendment) to the Amended and Restated Custody Agreement, dated June 19, 2001 (the Agreement), by and between The Bank of New York Mellon (previously The Bank of New York) (Custodian) and each open-end management investment company listed on Schedule II thereto (each, a Fund). This Amendment serves to update Schedule II. Custodian and the Funds hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.
Schedule II is hereby amended as follows:
Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: |
Vanguard Admiral Funds Vanguard Treasury Money Market Fund/23-2696041 Vanguard Chester Funds Vanguard PRIMECAP Fund/23-2311358 Vanguard CMT Funds Vanguard Market Liquidity Fund/20-0961056 Vanguard Fenway Funds Vanguard PRIMECAP Core Fund/20-1689237 Vanguard Fixed Income Securities Funds Vanguard Intermediate-Term Investment-Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short-Term Investment-Grade Fund/23-2439153 Vanguard Short-Term Federal Fund/23-2483049 Vanguard Short-Term Treasury Fund/23-2659567 |
68280, v0.9 68280, 3/7/2016
Fund: Series/Tax Identification No.: |
Vanguard Horizon Funds Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small-Cap Equity Fund/20-4234046 |
Fund: Series/Tax Identification No.: |
Vanguard Malvern Funds Vanguard Core Bond Fund/81-1029058 Vanguard Emerging Markets Bond Fund/81-1040527 |
Fund: Series/Tax Identification No.: |
Vanguard Money Market Reserves Vanguard Prime Money Market Fund/23-6607979 Vanguard Federal Money Market Fund/23-2439136 |
Fund: Series/Tax Identification No.: |
Vanguard Quantitative Funds Vanguard Structured Large-Cap Equity Fund/20-4457289 Vanguard Structured Broad Market Fund/20-5380815 |
Fund: Series/Tax Identification No.: |
Vanguard Scottsdale Funds Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873 Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415 |
Fund: Series/Tax Identification No.: |
Vanguard Trustees Equity Fund Vanguard Emerging Markets Select Stock Fund/45-1137578 |
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Fund: Series/Tax Identification No.: |
Vanguard Variable Insurance Funds Capital Growth Portfolio/55-0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135 Short-Term Investment-Grade Portfolio/23-2980466 |
Fund: Series/Tax Identification No.: |
Vanguard Whitehall Funds Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733 Vanguard International Dividend Appreciation Index Fund/ 47-5192304 Vanguard International High Dividend Yield Index Fund/ 47-5195802 |
AGREED TO as of the _____ day of February, 2016, BY:
THE BANK OF NEW YORK MELLON By: Name: Title: |
Each Fund Listed on Schedule II By: Name: Thomas J. Higgins Title: Chief Financial Officer |
68280, v0.9
SCHEDULE II AMENDMENT #13
The following is an amended and restated Schedule II (Amendment) to the Amended and Restated Custody Agreement, dated June 19, 2001 (the Agreement), by and between The Bank of New York Mellon (previously The Bank of New York) (Custodian) and each open-end management investment company listed on Schedule II thereto (each, a Fund). This Amendment serves to update Schedule II. Custodian and the Funds hereby agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.
Schedule II is hereby amended as follows:
Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: Fund: Series/Tax Identification No.: |
Vanguard Admiral Funds Vanguard Treasury Money Market Fund/23-2696041 Vanguard Chester Funds Vanguard PRIMECAP Fund/23-2311358 Vanguard CMT Funds Vanguard Market Liquidity Fund/20-0961056 Vanguard Fenway Funds Vanguard PRIMECAP Core Fund/20-1689237 Vanguard Fixed Income Securities Funds Vanguard Intermediate-Term Investment-Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short-Term Investment-Grade Fund/23-2439153 Vanguard Short-Term Federal Fund/23-2483049 Vanguard Short-Term Treasury Fund/23-2659567 |
68280, v0.9 68280, 3/7/2016
Fund: Series/Tax Identification No.: |
Vanguard Horizon Funds Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small-Cap Equity Fund/20-4234046 |
Fund: Series/Tax Identification No.: |
Vanguard Malvern Funds Vanguard Core Bond Fund/81-1029058 Vanguard Emerging Markets Bond Fund/81-1040527 |
Fund: Series/Tax Identification No.: |
Vanguard Money Market Reserves Vanguard Prime Money Market Fund/23-6607979 Vanguard Federal Money Market Fund/23-2439136 |
Fund: Series/Tax Identification No.: |
Vanguard Quantitative Funds Vanguard Structured Large-Cap Equity Fund/20-4457289 Vanguard Structured Broad Market Fund/20-5380815 |
Fund: Series/Tax Identification No.: |
Vanguard Scottsdale Funds Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873 Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415 |
Fund: Series/Tax Identification No.: |
Vanguard Trustees Equity Fund Vanguard Emerging Markets Select Stock Fund/45-1137578 |
68280, v0.9
Fund: Series/Tax Identification No.: |
Vanguard Variable Insurance Funds Capital Growth Portfolio/55-0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135 Short-Term Investment-Grade Portfolio/23-2980466 |
Fund: Series/Tax Identification No.: |
Vanguard Whitehall Funds Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733 Vanguard International Dividend Appreciation Index Fund/ 47-5192304 Vanguard International High Dividend Yield Index Fund/ 47-5195802 |
AGREED TO as of the _____ day of February, 2016, BY:
THE BANK OF NEW YORK MELLON By: Name: Title: |
Each Fund Listed on Schedule II By: Name: Thomas J. Higgins Title: Chief Financial Officer |
68280, v0.9
AMENDED AND RESTATED CUSTODIAN AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT, dated as of June 25, 2001, between certain open-end management investment companies (each investment company a Fund) organized under the laws of the State of Delaware and registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act"), on behalf of certain of their series (each series a Series), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or the Custodian),
W I T N E S S E T H:
WHEREAS, each Fund has employed BBH&Co. to act as the Fund's custodian and to provide related services, all as provided herein; WHEREAS, the Securities and Exchange Commission has promulgated amendments to Rule 17f-5 and adopted Rule 17f-7 under the 1940 Act that establish rules regarding the custody of investment company assets held outside the United States; and WHEREAS, BBH&Co. is willing to provide services in connection with such Rules in accordance with the terms of this Amended Custodian Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained,
each Fund and BBH&Co. hereby agree, as follows:
1. Appointment of Custodian.
The Fund hereby appoints BBH&Co. as the Fund's custodian, and
BBH&Co. hereby accepts such appointment. All Investments of the Fund delivered to the Custodian or its
agents or Subcustodians shall be dealt with as provided in this Agreement. The duties of the Custodian with
respect to the Fund's Investments shall be set forth expressly in this Agreement and any addenda thereto
which duties are generally comprised of safekeeping and various administrative duties that will be
performed in accordance with Instructions and as reasonably required to effect Instructions.
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2. Representations, Warranties and Covenants of the Fund. The Fund hereby represents, warrants
and covenants each of the following:
2.1 This Agreement has been, and at the time of delivery of each Instruction such Instruction will have been, duly authorized, executed and delivered by the Fund. This Agreement does not violate any Applicable Law or conflict with or constitute a default under the Fund's prospectus or other organic document, agreement, judgment, order or decree to which the Fund is a party or by which it or its Investments is bound. The Fund is and will be in compliance with all laws and regulations applicable to its operations, investments or activities.
2.2 By providing an Instruction with respect to the first acquisition of an Investment in a jurisdiction other than the United States of America, the Fund shall be deemed to have confirmed to the Custodian that the Fund has (a) assessed and accepted all material Country or Sovereign Risks and accepted responsibility for their occurrence, (b) made all determinations required to be made by the Fund under the 1940 Act, and (iii) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such Investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction.
2.3 The Fund shall safeguard and shall solely be responsible for the safekeeping of any testkeys, identification codes, passwords, other security devices or statements of account with which the Custodian provides it. In furtherance and not limitation of the foregoing, in the event the Fund utilizes any on-line service offered by the Custodian, the Fund and the Custodian shall be fully responsible for the security of each partys connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards in respect thereof. Additionally, if the Fund uses any on-line or similar communications service made available by the Custodian, the Fund shall be solely responsible for ensuring the security of its access to the service and for the use of the service, and shall only attempt to access the service and the Custodians computer systems as directed by the Custodian. If the Custodian provides any computer software to the Fund relating to the services described in this Agreement, the Fund will only use the software for the purposes for which the Custodian provided the software to the Fund, and will abide by the license agreement accompanying the software and any other security policies which the Custodian provides to the Fund.
3. Representation and Warranty of BBH&Co. BBH&Co. hereby represents and warrants that this
Agreement has been duly authorized, executed and delivered by BBH&Co. and does not and will not
violate any Applicable Law or conflict with or constitute a default under BBH&Co.'s limited partnership
agreement or any agreement, instrument, judgment, order or decree to which BBH&Co. is a party or by
which it is bound. BBH&Co. also warrants that it will comply with all applicable laws and regulations in
performance of its duties under this Agreement.
| 4. | Instructions. Unless otherwise explicitly indicated herein, the Custodian shall perform its duties |
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2
pursuant to Instructions. As used herein, the term Instruction shall mean a directive initiated by the Fund,
acting directly or through its board of directors or trustees, officers or other Authorized Persons, which
directive shall conform to the requirements of this Section 4.
4.1 Authorized Persons. For purposes hereof, an Authorized Person shall be a person or entity
authorized to give Instructions for or on behalf of the Fund by written notices to the Custodian or otherwise
in accordance with procedures delivered to the Custodian. The Custodian may treat any Authorized Person
as having full authority of the Fund to issue Instructions hereunder unless the notice of authorization
contains explicit limitations as to said authority. The Custodian shall be entitled to rely upon the authority
of Authorized Persons until it receives appropriate written notice from the Fund to the contrary.
4.2 Form of Instruction. Each Instruction shall be transmitted by such secured or authenticated
electro-mechanical means as the Custodian shall make available to the Fund from time to time unless the
Fund shall elect to transmit such Instruction in accordance with Subsections 4.2.1 through 4.2.3 of this
Section.
| 4.2.1 Fund Designated Secured-Transmission Method. Instructions may be transmitted |
| through a secured or tested electro-mechanical means identified by the Fund or by an Authorized |
Person entitled to give Instruction and acknowledged and accepted by the Custodian; it being understood that such acknowledgment shall authorize the Custodian to receive and process such means of delivery but shall not represent a judgment by the Custodian as to the reasonableness or security of the method determined by the Authorized Person.
4.2.2 Written Instructions. Instructions may be transmitted in a writing that bears the manual signature of Authorized Persons.
4.2.3 Other Forms of Instruction. Instructions may also be transmitted by another means determined by the Fund or Authorized Persons and acknowledged and accepted by the Custodian (subject to the same limits as to acknowledgements as is contained in Subsection 4.2.1, above) including Instructions given orally or by SWIFT, telex or telefax (whether tested or untested).
When an Instruction is given by means established under Subsections 4.2.1 through 4.2.3, it shall be the
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3
responsibility of the Custodian to use reasonable care to adhere to any security or other procedures
established in writing between the Custodian and the Authorized Person with respect to such means of
Instruction, but such Authorized Person shall be solely responsible for determining that the particular means
chosen is reasonable under the circumstances. If the Custodian believes that the means chosen are
unreasonable, it shall promptly notify an Authorized Person. Oral Instructions shall be binding upon the
Custodian only if and when an Authorized Person provides Instructions that conform to the requirements of
this Section 4. Any Oral Instructions shall promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation may bear the facsimile signature of such Person). With respect to telefax
Instructions, the parties agree and acknowledge that receipt of legible Instructions cannot be assured and
that the Custodian cannot verify that authorized signatures on telefax Instructions are original or properly
affixed. If the Custodian determines that a telefax Instruction is illegible, the Custodian shall promptly
contact an Authorized Person and request a legible telefax Instruction. Provided the Custodian has
exercised the standard of care required herein with respect to receipt of Proper Instructions including but
not limited to any applicable security or authorization procedures, the Custodian shall not be liable for
losses or expenses incurred through actions taken in reliance on inaccurately stated or unauthorized telefax
Instructions. The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds
Transfers performed in accordance with Instructions. In the event that a Funds Transfer Services
Agreement is executed between the Fund or an Authorized Person and the Custodian, such an agreement
shall comprise a designation of form of a means of delivering Instructions for purposes of this Section 4.2.
4.3 Completeness and Contents of Instructions. The Authorized Person shall be responsible for
assuring the adequacy and accuracy of Instructions. Particularly, upon any acquisition or disposition or
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other dealing in the Fund's Investments and upon any delivery and transfer of any Investment or moneys, the
person initiating such Instruction shall give the Custodian an Instruction with appropriate detail, including,
without limitation:
| 4.3.1 | The transaction date and the date and location of settlement; |
| 4.3.2 | The specification of the type of transaction; |
| 4.3.4 | A description of the Investments or moneys in question, including, as appropriate, |
quantity, price per unit, amount of money to be received or delivered and currency information. Where an Instruction is communicated by electronic means, or otherwise where an Instruction contains an identifying number such as a CUSIP, SEDOL or ISIN number, the Custodian shall be entitled to rely on such number as controlling notwithstanding any inconsistency contained in such Instruction, particularly with respect to Investment description. If the Custodian is aware of such an inconsistency in an Instruction, it shall give prompt notice of such inconsistency to an Authorized Person.
4.3.5 The name of the broker or similar entity concerned with execution of the transaction.
If the Custodian shall reasonably determine that an Instruction, including a telefax Instruction, is either
unclear or incomplete, the Custodian shall give prompt notice of such determination to the Fund, and the
Fund shall thereupon amend or otherwise reform such Instruction. In such event, the Custodian shall have
no obligation to take any action in response to the Instruction initially delivered until the redelivery of an
amended or reformed Instruction
4.4 Timeliness of Instructions. In giving an Instruction, the Fund shall take into consideration
delays which may occur due to the involvement of a Subcustodian or agent, differences in time zones, and
other factors particular to a given market, exchange or issuer. When the Custodian has established specific
timing requirements or deadlines with respect to particular classes of Instruction and the Custodian has
notified the Fund of such timing requirements and deadlines, or when an Instruction is received by the
Custodian at such a time that it could not reasonably be expected to have acted on such Instruction due to
time zone differences or other factors beyond its reasonable control, the execution of any Instruction
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received by the Custodian after such deadline or at such time (including any modification or revocation of a
previous Instruction) shall be at the risk of the Fund.
5. Safekeeping of Fund Assets.
The Custodian shall hold Investments delivered to it or
Subcustodians for the Fund in accordance with the provisions of this Section. The Custodian will identify
the Investments on its books as belonging to each individual Series. The Custodian shall not be responsible
for (a) the safekeeping of Investments not delivered or that are not caused to be issued to it or its
Subcustodians; or, (b) pre-existing faults or defects in Investments that are delivered to the Custodian, or its
Subcustodians. The Custodian or Subcustodian shall give prompt notice to the Fund of any pre-existing
faults or defects that it is aware of. The Custodian is hereby authorized to hold with itself or a
Subcustodian, and to record in one or more accounts, all Investments delivered to and accepted by the
Custodian, any Subcustodian or their respective agents pursuant to an Instruction or in consequence of any
corporate action. Each such account is a Securities Account (as such term is defined in the Uniform
Commercial Code as in effect from time to time in the State of New York (the UCC)). The Custodian
shall hold Investments for the account of the Fund and shall segregate Investments from assets belonging to
the Custodian and shall cause its Subcustodians to segregate Investments from assets belonging to the
Subcustodian in an account held for the Fund or in an account maintained by the Subcustodian generally for
non-proprietary assets of the Custodian.
The parties acknowledge that the Custodian and Subcustodians each are acting under this
Agreement as a Securities Intermediary (as such term is used and defined in the UCC). For the purposes
of this Agreement, the parties hereto acknowledge and agree that (i) any Investment held by the Custodian
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or any Subcustodian shall constitute a Financial Asset (as such term is used and defined in the UCC), (ii)
the Fund may at any time issue one or more Entitlement Orders (as such term is used and defined in the
UCC) with respect to the Funds Investments, (iii) upon the Custodians or Subcustodians receipt of an
Investment for the benefit of the Fund, the Custodian or Subcustodian, as the case may be, shall credit to the
Fund a Security Entitlement (as such term is used and defined in the UCC), and (iv) the Fund shall have a
Security Entitlement with respect to all Investments held by the Custodian or Subcustodian.
5.1 Use of Securities Depositories. The Custodian may deposit and maintain Investments in any
Securities Depository, either directly or through one or more Subcustodians appointed by the Custodian.
Investments held in a Securities Depository shall be held (a) subject to the agreement, rules, statement of
terms and conditions or other document or conditions effective between the Securities Depository and the
Custodian or the Subcustodian, as the case may be, and (b) in an account for the Fund or in bulk segregation
in an account maintained for the non-proprietary assets of the entity holding such Investments in the
Depository. If market practice or the rules and regulations of the Securities Depository prevent the
Custodian, the Subcustodian or (any agent of either) from holding its client assets in such a separate
account, the Custodian, the Subcustodian or other agent shall as appropriate segregate such Investments for
the benefit of the Fund or for benefit of clients of the Custodian generally on its own books.
5.2 Certificated Assets. Investments which are certificated may be held in registered or bearer
form: (a) in the Custodian's vault; (b) in the vault of a Subcustodian or agent of the Custodian or a
Subcustodian; or (c) in an account maintained by the Custodian, Subcustodian or agent at a Securities
Depository; all in accordance with customary market practice in the jurisdiction in which any Investments
are held.
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5.3 Registered Assets. Investments which are registered may be registered in the name of the
Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be
held in any manner set forth in paragraph 5.2 above with or without any identification of fiduciary capacity
in such registration.
5.4 Book Entry Assets. Investments which are represented by book-entry may be so held in an
account maintained by the Book-Entry Agent on behalf of the Custodian, a Subcustodian or another agent
of the Custodian, or a Securities Depository.
5.5 Replacement of Lost Investments.
In the event of a loss of Investments for which the
Custodian is responsible under the terms of this Agreement, the Custodian shall promptly replace such
Investment, or in the event that such replacement cannot be effected, the Custodian shall pay to the Fund the
fair market value of such Investment based on the last available price as of the close of business in the
relevant market on the date that a claim was first made to the Custodian with respect to such loss.
6. Administrative Duties of the Custodian. The Custodian shall perform the following administrative
duties with respect to Investments of the Fund.
6.1 Purchase of Investments. Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.
6.2 Sale of Investments. Pursuant to Instruction, Investments sold for the account of the Fund shall be delivered (a) against payment therefor in cash, by check or by bank wire transfer, (b) by credit to the account of the Custodian or the applicable Subcustodian, as the case may be, with a Clearing
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Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (c) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.
6.3 Delivery in Connection with Borrowings of the Fund or other Collateral and Margin Requirements. Pursuant to Instruction, the Custodian may deliver Investments or cash of the Fund in connection with borrowings and other collateral and margin requirements.
6.4 Futures and Options. If, pursuant to an Instruction, the Custodian shall become a party to an agreement with the Fund and a futures commission merchant regarding margin (Tri-Party Agreement), the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the purchase or sale by the Fund of exchange-traded futures contracts and commodity options, (b) when required by such Tri-Party Agreement, deposit and maintain in an account opened pursuant to such Agreement (Margin Account), segregated either physically or by book-entry in a Securities Depository for the benefit of any futures commission merchant, such Investments as the Fund shall have designated as initial, maintenance or variation "margin" deposits or other collateral intended to secure the Fund's performance of its obligations under the terms of any exchange-traded futures contracts and commodity options; and (c) thereafter pay, release or transfer Investments into or out of the Margin Account in accordance with the provisions of the such Agreement. Alternatively, the Custodian may deliver Investments, in accordance with an Instruction, to a futures commission merchant for purposes of margin requirements in accordance with Rule 17f-6. The Custodian shall in no event be responsible for but shall give prompt notice to the Fund in the event it becomes aware of the acts and omissions of any futures commission merchant to whom Investments are delivered pursuant to this Section; for the sufficiency of Investments held in any Margin Account; or, for the performance of any terms of any exchange-traded futures contracts and commodity options.
6.5 Contractual Obligations and Similar Investments. From time to time, the Fund's Investments may include Investments that are not ownership interests as may be represented by certificate (whether registered or bearer), by entry in a Securities Depository or by book entry agent, registrar or similar agent for recording ownership interests in the relevant Investment. If the Fund shall at any time acquire such Investments, including without limitation deposit obligations, loan participations, repurchase agreements
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and derivative arrangements, the Custodian shall (a) receive and retain, to the extent the same are provided to the Custodian, confirmations or other documents evidencing the arrangement; and (b) perform on the Fund's account in accordance with the terms of the applicable arrangement, but only to the extent directed to do so by Instruction. The Custodian shall have no responsibility for agreements running to the Fund as to which it is not a party other than to retain, to the extent the same are provided to the Custodian, documents or copies of documents evidencing the arrangement and, in accordance with Instruction, to include such arrangements in reports made to the Fund.
6.6 Exchange of Securities. Unless otherwise directed by Instruction, the Custodian shall: (a) exchange securities held for the account of the Fund for other securities in connection with any reorganization, recapitalization, conversion, split-up, change of par value of shares or similar event, and (b) deposit any such securities in accordance with the terms of any reorganization or protective plan.
6.7 Surrender of Securities. Unless otherwise directed by Instruction, the Custodian may surrender securities: (a) in temporary form for definitive securities; (b) for transfer into the name of an entity allowable under Section 5.3; and (c) for a different number of certificates or instruments representing the same number of shares or the same principal amount of indebtedness.
6.8 Rights, Warrants, Etc. Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.
6.9 Mandatory Corporate Actions.
Unless otherwise directed by Instruction, the Custodian
shall: (a) comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions or similar rights of securities ownership affecting securities held on the Funds account and promptly notify the Fund of such action, and (b) collect all stock dividends, rights and other items of like nature with respect to such securities.
6.10 Income Collection.
Unless otherwise directed by Instruction, the Custodian shall collect
any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default, or (b) the
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collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.
6.11 Ownership Certificates and Disclosure of the Fund's Interest. The Custodian is hereby authorized to execute on behalf of the Fund ownership certificates, affidavits or other disclosure required under Applicable Law or established market practice in connection with the receipt of income, capital gains or other payments by the Fund with respect to Investments, or in connection with the sale, purchase or ownership of Investments.
6.12 Proxy Materials.
The Custodian shall deliver, or cause to be delivered promptly, to the
Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or
relating to Investments received by the Custodian or any nominee.
6.13 Tax Reclaim Service.
The Custodian will apply for a reduction of withholding tax and
any refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Investments for the benefit of the Fund which the Custodian believes may be available to such Fund. Where such reports are available, the Custodian shall periodically report to the Fund concerning the making of applications for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on Investments for the benefit of the Fund. The provision of tax reclaim services by the Custodian is conditional upon the Custodian receiving from the Fund or, where required, the beneficial owner of Investments (a) a declaration of its identity and place of residence and (b) certain other documentation (pro forma copies of which are available from the Custodian). The Custodian shall use reasonable means to advise the Fund of the declarations, documentation and information which the Fund is to provide to the Custodian in order for the Custodian to provide the tax reclaim services described herein. The Fund shall provide to the Custodian such documentation and information as it may require in connection with taxation, and warrants that, when given, this information shall be true and correct in every respect, not misleading in any way, and contain all material information. The Fund undertakes to notify the Custodian immediately if any such information requires updating or amendment. The Custodian shall perform tax reclaim services only with respect to
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taxation by the revenue authorities of the countries notified to the Fund.
The Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an account any taxes or levies required by any revenue or governmental authority for whatever reasons in respect of the accounts. The Custodian and the Fund shall promptly notify the other regarding any change in the Funds tax status with respect to withholding taxes of which it becomes aware. It is acknowledged that the Custodian does not offer tax advice and that the Fund should consult with its tax adviser as to tax matters.
6.14 Other Dealings. The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom such payment or delivery is made.
The Custodian shall attend to all nondiscretionary details in connection with the sale or purchase or
other administration of Investments, except as otherwise directed by an Instruction.
In fulfilling the duties set forth in Sections 6.6 through 6.10 above, the Custodian shall provide
promptly to the Fund all material information pertaining to a corporate action which the Custodian actually
receives. The Custodian shall not be responsible for the completeness or accuracy of such information as
long as the Custodian has shown due diligence in attempting to receive complete and accurate information.
Any advance credit of cash or shares expected to be received as a result of any corporate action shall be
subject to actual collection and may, when the Custodian deems collection unlikely, be reversed by the
Custodian. The Custodian shall notify the Fund at least 48 hours prior to any such reversal.
The Custodian may at any time or times in its discretion appoint (and may at any time remove)
agents (other than Subcustodians) to carry out some or all of the administrative provisions of this
Agreement (Agents), provided, however, that the appointment of such agent shall not relieve the Custodian
of its administrative obligations under this Agreement.
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7. Cash Accounts, Deposits and Money Movements.
Subject to the terms and conditions set forth
in this Section 7, the Fund hereby authorizes the Custodian to open and maintain, with itself or with
Subcustodians, cash accounts in United States Dollars, in such other currencies as are the currencies of the
countries in which the Fund maintains Investments or in such other currencies as the Fund shall from time to
time request by Instruction.
7.1 Types of Cash Accounts. Cash accounts opened on the books of the Custodian (Principal
Accounts) shall be opened in the name of the Fund. Such accounts collectively shall be a deposit
obligation of the Custodian and shall be subject to the terms of this Section 7 and the general liability
provisions contained in Section 9. Cash accounts opened on the books of a Subcustodian may be opened in
the name of the Fund or the Custodian or in the name of the Custodian for its customers generally (Agency
Accounts). Such deposits shall be obligations of the Subcustodian and shall be treated as an Investment of
the Fund. Accordingly, the Custodian shall be responsible for exercising reasonable care in the
administration of such accounts but shall not be liable for their repayment in the event such Subcustodian,
by reason of its bankruptcy, insolvency or sovereign risk/force majeure, fails to make repayment unless (a)
such Subcustodian is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodians
negligence, bad faith or willful misconduct was the direct cause of the Subcustodian failing to make the
repayment or (c) a transaction or other matter between the Custodian and Subcustodian unrelated to the
Funds was the cause of the Subcustodian failing to make repayment. Under (a), (b) or (c) the Custodian
shall be liable for the repayment.
7.2 Payments and Credits with Respect to the Cash Accounts. The Custodian shall make
payments from or deposits to any of said accounts in the course of carrying out its administrative duties,
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including but not limited to income collection with respect to the Fund's Investments, and otherwise in
accordance with Instructions. The Custodian and its Subcustodians shall be required to credit amounts to
the cash accounts only when moneys are actually received in cleared funds in accordance with banking
practice in the country and currency of deposit. Any credit made to any Principal or Agency Account
before actual receipt of cleared funds shall be provisional and may be reversed by the Custodian in the
event such payment is not actually collected. The Custodian shall provide the Fund with at least 48 hours
notice prior to any such reversal. Unless otherwise specifically agreed in writing by the Custodian or any
Subcustodian, all deposits shall be payable only at the branch of the Custodian or Subcustodian where the
deposit is made or carried.
7.3 Currency and Related Risks. The Fund bears risks of holding or transacting in any currency.
The Custodian shall not be liable for any loss or damage arising from the applicability of any law or
regulation now or hereafter in effect, or from the occurrence of any event, which may delay or affect the
transferability, convertibility or availability of any currency in the country (a) in which such Principal or
Agency Accounts are maintained or (b) in which such currency is issued, and in no event shall the
Custodian be obligated to make payment of a deposit denominated in a currency during the period during
which its transferability, convertibility or availability has been affected by any such law, regulation or event.
The Custodian shall notify the Fund in the event it is aware that the Fund is entering into a transaction that
is, to its knowledge, illegal under local law. Without limiting the generality of the foregoing, neither the
Custodian nor any Subcustodian shall be required to repay any deposit made at a foreign branch of either
the Custodian or Subcustodian if such branch cannot repay the deposit due to a cause for which the
Custodian would not be responsible in accordance with the terms of Section 9 of this Agreement unless the
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Custodian or such Subcustodian expressly agrees in writing to repay the deposit under such circumstances.
All currency transactions in any account opened pursuant to this Agreement are subject to exchange control
regulations of the United States and of the country where such currency is the lawful currency or where the
account is maintained. Any taxes, costs, charges or fees imposed on the convertibility of a currency held by
the Fund shall be for the account of the Fund unless such taxes, costs, charges or fees were due to an error
by the Custodian or Subcustodian.
7.4 Foreign Exchange Transactions. The Custodian shall, subject to the terms of this Section,
settle foreign exchange transactions (including contracts, futures, options and options on futures) on behalf
and for the account of the Fund with such currency brokers or banking institutions, including Subcustodians, as the Fund may direct pursuant to Instructions. The Custodian may act as principal in any foreign exchange transaction with the Fund in accordance with Section 7.4.2 of this Agreement. The
obligations of the Custodian in respect of all foreign exchange transactions (whether or not the Custodian
shall act as principal in such transaction) shall be contingent on the free, unencumbered transferability of the
currency transacted on the actual settlement date of the transaction.
7.4.1 Third Party Foreign Exchange Transactions. The Custodian shall process foreign exchange transactions (including without limitation contracts, futures, options, and options on futures), where any third party acts as principal counterparty to the Fund on the same basis it performs duties as agent for the Fund with respect to any other of the Fund's Investments. Accordingly the Custodian shall only be responsible for delivering or receiving currency on behalf of the Fund in respect of such contracts pursuant to Instructions. The Custodian shall not be responsible for the failure of any counterparty (including any Subcustodian) in such agency transaction to perform its obligations thereunder unless (a) such counterparty is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodians negligence, bad faith or willful misconduct was the direct cause of the counterparty failing to perform its obligations or (c) a transaction or other matter between the Custodian and the counterparty unrelated to the Funds was the cause of the counterpartys failure to perform. Under (a), (b) or (c) , the Custodian shall be liable. The Custodian (a) shall transmit cash and Instructions to and from the currency broker or banking institution with which a foreign exchange contract or option has been executed pursuant hereto, (b) may make free outgoing payments of cash in the form of Dollars or foreign currency without receiving confirmation of a foreign
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exchange contract or option or confirmation that the countervalue currency completing the foreign exchange contract has been delivered or received or that the option has been delivered or received, and (c) shall hold all confirmations, certificates and other documents and agreements received by the Custodian and evidencing or relating to such foreign exchange transactions in safekeeping. The Fund accepts full responsibility for its use of third-party foreign exchange dealers and for execution of said foreign exchange contracts and options and understands that the Fund shall be responsible for any and all costs and interest charges which may be incurred by the Fund or the Custodian as a result of the failure or delay of third parties to deliver foreign exchange. The Custodian or Subcustodian shall respectively be responsible for any failure or delay of third parties to deliver foreign exchange when either of those parties respectively is a parent, subsidiary or otherwise affiliated with such third party.
7.4.2 Foreign Exchange with the Custodian as Principal. The Custodian may undertake foreign exchange transactions with the Fund as principal as the Custodian and the Fund may agree from time to time. In such event, the foreign exchange transaction will be performed in accordance with the particular agreement of the parties, or in the event a principal foreign exchange transaction is initiated by Instruction in the absence of specific agreement, such transaction will be performed in accordance with the usual commercial terms of the Custodian.
7.5 Delays. If no event of Force Majeure shall have occurred and be continuing and in the event
that a delay shall have been caused by the negligence, bad faith or willful misconduct of the Custodian in
carrying out an Instruction to credit or transfer cash, the Custodian shall be liable to the Fund: (a) with
respect to Principal Accounts, for interest to be calculated at the rate customarily paid on such deposit and
currency by the Custodian on overnight deposits at the time the delay occurs for the period from the day
when the transfer should have been effected until the day it is in fact effected; and, (b) with respect to
Agency Accounts, for interest to be calculated at the rate customarily paid on such deposit and currency by
the Subcustodian on overnight deposits at the time the delay occurs for the period from the day when the
transfer should have been effected until the day it is in fact effected. The Custodian shall not be liable for
delays in carrying out such Instructions to transfer cash which are not due to the Custodian's own
negligence, bad faith or willful misconduct. The Custodian shall make reasonable attempts where possible
to mitigate any such delays.
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7.6 Advances. If, for any reason in the conduct of its safekeeping duties pursuant to Section
5 hereof or its administration of the Fund's assets pursuant to Section 6 hereof, the Custodian or any
Subcustodian advances monies to facilitate settlement or otherwise for benefit of the Fund (whether or not
any Principal or Agency Account shall be overdrawn either during, or at the end of, any Business Day),
Fund hereby does:
7.6.1 grant to the Custodian a continuing security interest in certain Investments (as mutually agreed from time to time) as security for such Advance, such security interest to be effective only as long as such Advance remain outstanding; and,
7.6.2 agree that the Custodian may secure the resulting Advance by perfecting a security interest in such Investments under Applicable Law.
The Custodian shall promptly notify the Fund of any such Advances and the time at which such Advances must be repaid. Such Advances shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Custodian on similar loans.
Neither the Custodian nor any Subcustodian shall be obligated to advance monies to the Fund, and in the event that such Advance occurs, any transaction giving rise to an Advance shall be for the account and risk of the Fund and shall not be deemed to be a transaction undertaken by the Custodian for its own account and risk. If such Advance shall have been made by a Subcustodian or any other person, the Custodian may assign any rights granted to the Custodian hereunder to such Subcustodian or other person. If the Fund shall fail to repay when due the principal balance of an Advance and accrued and unpaid interest thereon, the Custodian or its assignee, as the case may be, shall be entitled to utilize the available cash balance in the applicable Series Agency or Principal Account and to dispose of any agreed upon Investments to the extent necessary to recover payment of all principal of, and interest on, such Advance in full. The Custodian may assign any rights it has hereunder to a Subcustodian or third party. Any security interest in Investments taken hereunder shall be treated as Financial Assets credited to Securities Accounts under Articles 8 and 9 of the UCC. Accordingly, the Custodian shall have the rights and benefits of a secured creditor that is a Securities Intermediary under such Articles 8 and 9.
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7.7 Integrated Account. For purposes hereof, deposits maintained in all Principal Accounts for
each Series of each Fund (whether or not denominated in Dollars) shall collectively constitute a single and
indivisible current account with respect to that Series' obligations to the Custodian, or its assignee, and
balances in such Principal Accounts shall be available for satisfaction of that Series' obligations under this
Section 7. The Custodian shall further have a right of offset against the balances in any Agency Account
maintained hereunder to the extent that the aggregate of all Principal Accounts is overdrawn.
| 8. | Subcustodians and Securities Depositories. | Subject to the provisions hereinafter set forth in |
this Section 8, the Fund hereby authorizes the Custodian to utilize Securities Depositories to act on behalf
of the Fund and to appoint from time to time and to utilize Subcustodians. With respect to securities and
funds held by a Subcustodian, either directly or indirectly (including by a Securities Depository or Clearing
Corporation), notwithstanding any provisions of this Agreement to the contrary, payment for securities
purchased and delivery of securities sold may be made prior to receipt of securities or payment,
respectively, and securities or payment may be received in a form, in accordance with (a) governmental
regulations, (b) rules of Securities Depositories and clearing agencies, (c) generally accepted trade practice
in the applicable local market, (d) the terms and characteristics of the particular Investment, or (e) the terms
of Instructions.
8.1 Domestic Subcustodians and Securities Depositories. The Custodian may deposit and/or
maintain, either directly or through one or more agents appointed by the Custodian, Investments of the Fund
in any Securities Depository in the United States, including The Depository Trust Company, provided such
Depository meets applicable requirements of the Federal Reserve Bank or of the Securities and Exchange
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Commission. The Custodian may, at any time and from time to time, appoint any bank as defined in Section
2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the
rules and regulations thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding
Investments of the Fund in the United States.
8.2 Foreign Subcustodians and Securities Depositories. Unless instructed otherwise by the
Fund, the Custodian may deposit and/or maintain non-U.S. Investments of the Fund in any non-U.S.
Securities Depository provided such Securities Depository meets the requirements of an "eligible securities
depository" under Rule 17f-7 promulgated under the 1940 Act, or any successor rule or regulation ("Rule
17f-7") or which by order of the Securities and Exchange Commission is exempted therefrom. Prior to the
time that securities are placed with such depository, but subject to the provisions of Section 8.2.5 below, the
Custodian shall have prepared an analysis of the custody risks associated with maintaining assets with the
Securities Depository and shall have established a system to monitor such risks on a continuing basis in
accordance with Subsection 8.2.3 of this Section. Additionally, the Custodian may, at any time and from
time to time, appoint (a) any bank, trust company or other entity meeting the requirements of an "eligible
foreign custodian" under Rule 17f-5 under the 1940 Act or which by order of the Securities and Exchange
Commission is exempted therefrom, or (b) any bank as defined in Section 2(a)(5) of the 1940 Act meeting
the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations
thereunder, to act on behalf of the Fund as a Subcustodian for purposes of holding Investments of the Fund
outside the United States. Such appointment of foreign Subcustodians shall be subject to approval of the
Fund in accordance with Subsections 8.2.1 and 8.2.2 hereof, and the use of non-U.S. Securities
Depositories shall be subject to the terms of Subsections 8.2.3, 8.2.4 and 8.2.5 hereof. An Instruction to
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open an account in a given country shall comprise authorization of the Custodian to hold assets in such
country in accordance with the terms of this Agreement. The Custodian shall not be required to make
independent inquiry as to the authorization of the Fund to invest in such country.
8.2.1 Board Approval of Foreign Subcustodians. Unless and except to the extent that the Board has delegated to, and the Custodian has accepted delegation of, review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.2.2, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such confirmation to be signed by an Authorized Person. Each such duly approved Subcustodian shall be listed on the Global Custody Network listing attached hereto as the same may from time to time be amended.
8.2.2 Delegation of Board Review of Subcustodians. From time to time, the Custodian may agree to perform certain reviews of Subcustodians and of Subcustodian Contracts as delegate of the Fund's Board. In such event, the Custodian's duties and obligations with respect to this delegated review will be performed in accordance with the terms of the attached 17f-5 Delegation Schedule to this Agreement.
8.2.3 Monitoring and Risk Assessment of Securities Depositories. Prior to the placement of any assets of the Fund with a Securities Depository, the Custodian: (a) shall provide to the Fund or its authorized representative an assessment of the custody risks associated with maintaining assets with such Securities Depository; and (b) shall have established a system to monitor the custody risks associated with maintaining assets with such Securities Depository on a continuing basis and to promptly notify the Fund or its Investment Adviser of any material changes in such risk. In performing its duties under this subsection, the Custodian shall use reasonable care, prudence and diligence and may rely on such reasonable sources of information as may be available including but not limited to: (i) published ratings; (ii) information supplied by a Subcustodian that is a participant in such Securities Depository; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority. It is acknowledged that information procured through some or all of these sources may not be independently verifiable by the Custodian and that direct access to Securities Depositories is limited in most circumstances. Accordingly, the Custodian shall not be responsible for errors or omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with reasonable care. The risk assessment shall be provided to the Fund or its Investment Adviser by such means as the Custodian shall reasonably establish. Advice of material change in such assessment may be provided by the Custodian in the manner established as customary between the Fund and the Custodian for transmission of material market information.
8.2.4 Withdrawal of Assets from Eligible Securities Depository. If the Fund or its authorized representative determines that a custody arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7(a), the Fund or its Investment Adviser shall Instruct the Custodian to remove the Fund's Assets from the Depository as soon as reasonably practicable.
8.2.5 Special Transitional Rule. It is acknowledged that Rule 17f-7 has an effective
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date of July 1, 2001 and that the Custodian will require a period of time to fully prepare risk assessment information and to establish a risk monitoring system as provided in Subsection 8.2.3. Accordingly, until July 1, 2001, the Custodian shall use reasonable efforts to implement the measures required by Subsection 8.2.3, and shall in the interim provide to the Fund or its Investment Adviser the depository information customarily provided and shall promptly inform the Fund or its Investment Adviser of any material development affecting the custody risks associated with the maintenance of assets with a particular Securities Depository of which it becomes aware in the course of its general duties under this Agreement or from its duties under Subsection 8.2.3 as such duties have been implemented at any given time.
8.3 Responsibility for Subcustodians.
Except as provided in the last sentence of this
Section 8.3, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or
resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be
deemed to be negligence, gross negligence, willful misconduct or bad faith in accordance with the terms of
the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place
where the act or omission occurred.
The liability of the Custodian in respect of the countries and
subcustodians listed on the attached Subcustodian Liability Appendix to this Agreement, as such Appendix
may be amended from time to time, shall be subject to the additional condition that the Custodian actually
recovers such loss or damage from the Subcustodian.
8.4 New Countries. The Fund shall be responsible for informing the Custodian sufficiently in
advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized
to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a
subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to
establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized
to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be
at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of
such agent if and only to the extent the Custodian shall have recovered from such agent for any damages
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caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that
(a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the
Custodians negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent
failing to make the repayment or (c) a transaction or other matter between the Custodian and the local
safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the
Custodian shall be liable.
9. Responsibility of the Custodian.
In performing its duties and obligations hereunder, the
Custodian shall use reasonable care under the facts and circumstances prevailing in the market where
performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for
any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful
misconduct. The Custodian hereby indemnifies the Fund and agrees to hold the Fund harmless from and
against all claims and liabilities, including counsel fees and taxes, incurred or assessed against the Fund to
the extent that such claim or liability arises from the negligence, gross negligence, bad faith or willful
misconduct on the part of the Custodian itself. If a Fund gives written notice of claim to the Custodian, the
Custodian shall promptly give a written response to the Fund. Not more than 30 days following the date of
such response, unless the Custodian shall not be liable, the Custodian will pay the amount of such claim or
reimburse the Fund for any payment made by the Fund in respect thereof. In no event shall the Custodian
be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to
or in connection with this Agreement even if the Custodian has been advised of the possibility of such
damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's
Investments or to provide investment advice with respect to such Investments and that the Fund as principal
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shall bear any risks attendant to particular Investments such as failure of counterparty or issuer. The
Custodian shall provide the Fund with its Market Practice Reports in respect of any foreign market where a
Series shall place and maintain Investments. In addition, the Custodian shall provide the Fund with access
to its Global Updates which address topical market" events.
9.1 Force Majeure The Custodian shall not be responsible for any failure to perform its duties and correspondingly, shall not be liable for any loss, cost, damage or expense attributable to its failure to perform in consequence of a force majeure event. Force Majeure shall mean any circumstance or event which is beyond the reasonable control of the Custodian, a Subcustodian or any agent of the Custodian or a Subcustodian and which adversely affects the performance by the above parties, including any event caused by, arising out of or involving (a) an act of God, (b) accident, fire, water damage or explosion, (c) any third party computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (d) any third party interruption of the power supply or other utility service, (e) any strike or other work stoppage, whether partial or total, (f) any delay or disruption resulting from or reflecting the occurrence of any Sovereign Risk, (g) any disruption of, or suspension of trading in, the securities, commodities or foreign exchange markets, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the transferability of a currency or a currency position on the actual settlement date of a foreign exchange transaction, whether or not resulting from or reflecting the occurrence of any Sovereign Risk, or (i) any other cause similarly beyond the reasonable control of the Custodian, provided always that this shall not affect the Custodians duty to indemnify the Fund for other losses, claims and liabilities for which the Custodian is bound to indemnify the Fund pursuant to Section 9. The Custodian and the Subcustodian shall take reasonable steps to mitigate additional damages. The Custodian shall notify the Fund when it becomes aware of a situation outlined above. The Fund shall not be responsible for temporary delays in the performance of its duties and obligations and correspondingly shall not be liable for any loss, cost, damage or expense attributable to such delay in consequence of a Force Majeure event as described above affecting the Funds principal place of business operations or administration; provided always that this shall not affect the Funds duty to indemnify the Custodian for losses, claims and liabilities for which the Fund is bound to indemnify the Custodian pursuant to Section 10.
9.2 Limitations of Performance. The Custodian shall not be responsible under this Agreement
for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association
with such failure to perform, for or in consequence of the following causes:
9.2.1 Country Risk. Country Risk shall mean, with respect to the acquisition, ownership, settlement or custody of Investments in a jurisdiction, all risks relating to, or arising in consequence of, systemic and markets factors affecting the acquisition, payment for or ownership of Investments including (a) the prevalence of crime and corruption, (b) the inaccuracy or unreliability of business and financial information, (c) the instability or volatility of banking and financial systems, or the absence or inadequacy of an infrastructure to support such systems, (d)
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custody and settlement infrastructure of the market in which such Investments are transacted and held, (e) the acts, omissions and operation of any Securities Depository, (f) the risk of the bankruptcy or insolvency of banking agents, counterparties to cash and securities transactions, registrars or transfer agents, and (g) the existence of market conditions which prevent the orderly execution or settlement of transactions or which affect the value of assets. The Custodian shall provide the Fund with its Market Practice Reports in respect of any foreign market where a Series shall place and maintain Investments. Such Market Practice Report may describe some of the Country Risks outlined above. In addition, the Custodian shall provide the Fund with access to its Global Updates which may describe some timely Country Risks outlined above.
9.2.2 Sovereign Risk. Sovereign Risk shall mean, in respect of any jurisdiction, including the United States of America, where Investments are acquired or held hereunder or under a Subcustody Agreement, (a) any act of war, terrorism, riot, insurrection or civil commotion, (b) the imposition of any investment, repatriation or exchange control restrictions by any Governmental Authority, (c) the confiscation, expropriation or nationalization of any Investments by any Governmental Authority, whether de facto or de jure, (d) any devaluation or revaluation of the currency, (e) the imposition of taxes, levies or other charges affecting Investments, (f) any change in the Applicable Law, or (g) any other economic or political risk incurred or experienced. The Custodian shall provide the Fund with its Market Practice Reports in respect of any foreign market where a Series shall place and maintain Investments. Such Market Practice Report may describe some of the Sovereign Risks outlined above. In addition, the Custodian shall provide the Fund with access to its Global Updates which may describe some timely Sovereign Risks outlined above.
9.3. Limitations on Liability. The Custodian shall not be liable for any loss, claim, damage or
other liability arising from the following causes:
9.3.1 Failure of Third Parties. The failure of any third party including: (a) any issuer of Investments or book-entry or other agent of an issuer; (b) any counterparty with respect to any Investment, including any issuer of exchange-traded or other futures, option, derivative or commodities contract; (c) failure of an Investment Advisor, Foreign Custody Manager or other agent of the Fund; or (d) failure of other third parties similarly beyond the control or choice of the Custodian unless: (a) any such third party is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodians negligence, bad faith or willful misconduct was the direct cause of the failure of the third party or (c) a transaction or other matter between the Custodian and the third party unrelated to the Funds was the cause of the failure of the third party. Under (a), (b) or
| (c) | the Custodian shall be liable for the failure of such third party. |
| 9.3.2 Information Sources. The Custodian may rely upon information received from | |
| issuers | of Investments or agents of such issuers, information received from Subcustodians and |
from other commercially reasonable sources such as commercial data bases and the like, but shall not be responsible for specific inaccuracies in such information, provided that the Custodian has relied upon such information in good faith, or for the failure of any commercially reasonable information provider.
9.3.3 Reliance on Instruction. Action by the Custodian or the Subcustodian in accordance with an Instruction, even when such action conflicts with, or is contrary to any provision of, the Fund's declaration of trust, certificate of incorporation or by-laws, Applicable Law, or actions by the trustees, directors or shareholders of the Fund. If the Custodian or Subcustodian is aware of any of the above, it shall promptly contact an officer of the Fund.
9.3.4 Restricted Securities.
The limitations inherent in the rights, transferability or
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similar investment characteristics of a given Investment of the Fund.
10. Indemnification. The Fund hereby indemnifies the Custodian and each Subcustodian, and their
respective agents, nominees and the partners, employees, officers and directors, and agrees to hold each of
them harmless from and against all claims and liabilities, including counsel fees and taxes, incurred or
assessed against any of them in connection with the performance of this Agreement and any Instruction
except to the extent that such claim or liability is the result of the negligence, bad faith or willful misconduct
of the Custodian or Subcustodian. If a Subcustodian or any other person indemnified under the preceding
sentence, gives written notice of claim to the Custodian, the Custodian shall promptly give written notice to
the Fund. Not more than thirty days following the date of such notice, unless the Custodian shall be liable
under Section 8 hereof in respect of such claim, the Fund will pay the amount of such claim or reimburse
the Custodian for any payment made by the Custodian in respect thereof.
11. Reports and Records. The Custodian shall:
11.1 create and maintain records relating to the performance of its obligations under this Agreement;
11.2 make available to the Fund, its auditors, agents and employees, upon reasonable request and during normal business hours of the Custodian, all records maintained by the Custodian pursuant to Section 11.1 above, subject, however, to all reasonable security requirements of the Custodian then applicable to the records of its custody customers generally; and
11.3 make available to the Fund all Electronic Reports; it being understood that the Custodian shall not be liable hereunder for the inaccuracy or incompleteness thereof or for errors in any information included therein except to the extent that such inaccuracy, incompleteness or errors are the result of the Custodians negligence, bad faith or willful misconduct.
All such reports and records shall, to the extent applicable, be maintained and preserved in
conformity with the 1940 Act and the rules and regulations thereunder. The Fund shall examine all records,
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howsoever produced or transmitted, promptly upon receipt thereof and notify the Custodian promptly of any
discrepancy or error therein. Unless the Fund delivers written notice of any such discrepancy or error
within a reasonable time after its receipt thereof, such records shall be deemed to be true and accurate. It is
understood that the Custodian now obtains and will in the future obtain information on the value of assets
from outside sources which may be utilized in certain reports made available to the Fund. The Custodian
deems such sources to be reliable but it is acknowledged and agreed that the Custodian does not verify nor
represent nor warrant as to the accuracy or completeness of such information and accordingly shall be
without liability in selecting and using such sources and furnishing such information as long as the
Custodian has shown due diligence in attempting to receive complete and accurate information.
| 12. | Miscellaneous. |
| 12.1 Proxies, etc. The Fund will promptly execute and deliver, upon request, such | |
| proxies, | powers of attorney or other instruments as may be necessary or desirable for the Custodian to |
provide, or to cause any Subcustodian to provide, custody services.
12.2 Entire Agreement.
Except as specifically provided herein, this Agreement
constitutes the entire agreement between the Fund and the Custodian with respect to the subject matter
hereof. Accordingly, this Agreement supersedes any custody agreement or other oral or written agreements
heretofore in effect between the Fund and the Custodian with respect to the custody of the Fund's
Investments.
12.3 Waiver and Amendment. No provision of this Agreement may be waived,
amended or modified, and no addendum to this Agreement shall be or become effective, or be waived,
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amended or modified, except by an instrument in writing executed by the party against which enforcement
of such waiver, amendment or modification is sought; provided, however, that an Instruction shall, whether
or not such Instruction shall constitute a waiver, amendment or modification for purposes hereof, be
deemed to have been accepted by the Custodian when it commences actions pursuant thereto or in
accordance therewith.
12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE.
12.5 Notices. Notices and other writings contemplated by this Agreement, other than
Instructions, shall be delivered (a) by hand, (b) by first class registered or certified mail, postage prepaid,
return receipt requested, (c) by a nationally recognized overnight courier or (d) by facsimile transmission,
provided that any notice or other writing sent by facsimile transmission shall also be mailed, postage
prepaid, to the party to whom such notice is addressed. All such notices shall be addressed, as follows:
If to the Fund:
Vanguard Group
P.O. Box 2600
Valley Forge, PA 19482
| Attn: | Assistant Treasurer |
| Telephone: | (610) 669-6106 |
| Facsimile | (610) 669-6112 |
If to the Custodian:
Brown Brothers Harriman & Co. 40 Water Street Boston, Massachusetts 02109
Attn: Manager, Investor Services Department Telephone: (617) 772-1818 Facsimile: (617) 772-2263,
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or such other address as the Fund or the Custodian may have designated in writing to the other.
12.6 Headings. Paragraph headings included herein are for convenience of reference
only and shall not modify, define, expand or limit any of the terms or provisions hereof.
12.7 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original. This Agreement shall become effective when one or more
counterparts have been signed and delivered by the Fund and the Custodian.
12.8 Confidentiality. The parties hereto agree that each shall treat confidentially the
terms and conditions of this Agreement and all information provided by each party to the other regarding its
business and operations. All confidential information provided by a party hereto shall be used by any other
party hereto solely for the purpose of rendering or obtaining services pursuant to this Agreement and,
except as may be required in carrying out this Agreement, shall not be disclosed to any third party without
the prior consent of such providing party. The foregoing shall not be applicable to any information that is
publicly available when provided or thereafter becomes publicly available other than through a breach of
this Agreement, or that is required to be disclosed by or to any bank examiner of the Custodian or any
Subcustodian, any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative
process or otherwise by Applicable Law.
12.9 Counsel. In fulfilling its duties hereunder, the Custodian shall be entitled to
receive and act upon the advice of (i) counsel regularly retained by the Custodian in respect of such matters,
(ii) counsel for the Fund or (iii) such counsel as the Fund and the Custodian may agree upon, with respect to
all matters, and the Custodian shall be without liability for any action reasonably taken or omitted pursuant
to such advice (except to the extent that such action was due to the Custodians negligence, bad faith or
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willful misconduct).
| 13. | Definitions. The following defined terms will have the respective meanings set forth below. |
| 13.1 Advance shall mean any extension of credit by or through the Custodian or by or through | |
| any | Subcustodian and shall include amounts paid to third parties for the account of the Fund or in discharge |
of any expense, tax or other item payable by the Fund.
13.2 Agency Account shall mean any deposit account opened on the books of a Subcustodian or other banking institution in accordance with Section 7.1.
| 13.3 | Agent shall have the meaning set forth in the last paragraph of Section 6. |
| 13.4 | Applicable Law shall mean with respect to each jurisdiction, all (a) laws, statutes, treaties, |
regulations, guidelines (or their equivalents); (b) orders, interpretations, licenses and permits; and (c) judgments, decrees, injunctions, writs, orders and similar actions by a court of competent jurisdiction; compliance with which is required or customarily observed in such jurisdiction.
13.5 Authorized Person shall mean any person or entity authorized to give Instructions on behalf of the Fund in accordance with Section 4.1.
13.6 Book-entry Agent shall mean an entity acting as agent for the issuer of Investments for purposes of recording ownership or similar entitlement to Investments, including without limitation a transfer agent or registrar.
13.7 Clearing Corporation shall mean any entity or system established for purposes of providing securities settlement and movement and associated functions for a given market.
13.8 Delegation Agreement shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the appointment and administration of Subcustodians delegated to the Custodian pursuant to Rule 17f-5 under the 1940 Act.
13.9 Foreign Custody Manager shall mean the Funds foreign custody manager appointed pursuant to Rule 17f-5 under the 1940 Act.
13.10 Foreign Financial Regulatory Authority shall have the meaning given by Section 2(a)(50) of the 1940 Act.
13.11 Funds Transfer Services Agreement shall mean any separate agreement entered into between the Custodian and the Fund or its authorized representative with respect to certain matters concerning the processing of payment orders from Principal Accounts of the Fund.
| 13.12 | Instruction(s) shall have the meaning assigned in Section 4. |
| 13.13 | Investment Advisor shall mean any investment advisor as defined in Section 202(a)(11) |
of the Investment Advisors Act of 1940.
| 13.14 | Investments shall mean any investment asset of the Fund, including without limitation |
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securities, bonds, notes, and debentures as well as receivables, derivatives, contractual rights or entitlements and other intangible assets.
| 13.15 | Margin Account shall have the meaning set forth in Section 6.4 hereof. |
| 13.16 | Principal Account shall mean deposit accounts of the Fund carried on the books of |
BBH&Co. as principal in accordance with Section 7.
13.17 Safekeeping Account shall mean an account established on the books of the Custodian or any Subcustodian for purposes of segregating the interests of the Fund (or clients of the Custodian or Subcustodian) from the assets of the Custodian or any Subcustodian.
13.18 Securities Depository shall mean a central or book entry system or agency established under Applicable Law for purposes of recording the ownership and/or entitlement to investment securities for a given market that, if a foreign Securities Depository, meets the requirements of an "Eligible Securities Depository" as defined in Rule 17f-7 under the 1940 Act.
13.19 Subcustodian shall mean each foreign bank appointed by the Custodian pursuant to Section 8, but shall not include Securities Depositories.
| 13.20 | Tri-Party Agreement shall have the meaning set forth in Section 6.4 hereof. |
| 13.21 | 1940 Act shall mean the Investment Company Act of 1940. |
14. Compensation. The Fund agrees to pay to the Custodian for its services under this Agreement
such amount as may be agreed upon in writing from time to time (Fee Schedule).
15. Several Obligations of the Funds: With respect to any obligations of the Funds and their related
accounts arising hereunder, the Custodian shall look for payment or satisfaction of any such obligation
solely to the assets and property of the Fund and such accounts to which such obligation relates as though
each investment company had separately contracted with the Custodian by separate written instrument with
respect to each Fund and its accounts. The Custodian and each Subcustodian realize that the Fund is
comprised of one or more Series. The Custodian and each Subcustodian agree that it will honor and abide
by any and all Instructions or notices which the Custodian or Subcustodian may receive from time to time
from the Fund with respect to designating, marking, allocating or otherwise attributing securities to or for
the benefit of any one Series.
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16. Termination. This Agreement may be terminated by either party in accordance with the
provisions of this Section. The provisions of this Agreement and any other rights or obligations incurred or
accrued by any party hereto prior to termination of this Agreement shall survive any termination of this
Agreement.
This Agreement may be terminated as to one or more Funds (but less than all the Funds) by
delivery of an amended List of Funds deleting all such Funds, in which case termination as to the deleted
Funds shall take effect sixty days after the date of such delivery. The execution and delivery of an amended
List of Funds which deletes one or more Funds, shall constitute a termination hereof only with respect to
such deleted Funds, shall be governed by the provisions of Section 16.2 as to the identification of a
successor custodian and the delivery of Investments of the Fund so deleted to such successor custodian, and
shall not affect the obligations of the Custodian hereunder with respect to the other Funds set forth in the
List of Funds, as amended from time to time.
16.1 Notice and Effect. This Agreement may be terminated by either party by written notice effective no sooner than sixty days following the date that notice to such effect shall be delivered to other party at its address set forth in paragraph 12.5 hereof.
16.2 Successor Custodian. In the event of the appointment of a successor custodian, it is agreed that the Investments of the Fund held by the Custodian or any Subcustodian shall be delivered to the successor custodian in accordance with reasonable Instructions. The Custodian agrees to cooperate with the Fund in the execution of documents and performance of other actions necessary or desirable in order to facilitate the succession of the new custodian. If no successor custodian shall be appointed, the Custodian shall in like manner transfer the Fund's Investments in accordance with Instructions.
16.3 Delayed Succession. If no Instruction has been given as of the effective date of termination, Custodian may at any time on or after such termination date and upon ten days written notice to the Fund either (a) deliver the Investments of the Fund held hereunder to the Fund at the address designated for receipt of notices hereunder; or (b) deliver any investments held hereunder to a bank or trust company having a capitalization of $2M USD equivalent and operating under the Applicable law of the jurisdiction where such Investments are located, such delivery to be at the risk of the Fund. In the event that Investments or moneys of the Fund remain in the custody of the Custodian or its Subcustodians after the date of termination owing to the failure of the Fund to issue Instructions with respect to their disposition or owing to the fact that such disposition could not be accomplished in accordance with such Instructions despite diligent efforts of the Custodian,
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the Custodian shall be entitled to compensation for its services with respect to such Investments and moneys during such period as the Custodian or its Subcustodians retain possession of such items and the provisions of this Agreement shall remain in full force and effect until disposition in accordance with this Section is accomplished.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of
the date first above written.
By: /s Robert Snowden
Assistant Treasurer
On behalf of the Funds included on the List of Funds attached hereto
BROWN BROTHERS HARRIMAN & CO.
By: /s Stokley P. Towles
Partner
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LIST OF FUNDS
SCHEDULE TO THE
CUSTODIAN AGREEMENT
BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES (FUNDS)
and BROWN BROTHERS HARRIMAN & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended
Custodian Agreement dated as of June 25, 2001 (the "Agreement"):
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard Pacific Stock Index Fund
The following series of Vanguard Horizon Funds: Vanguard Global Asset Allocation Fund Vanguard Global Equity Fund
The following series of Vanguard Tax-Managed Funds Vanguard Tax-Managed International Fund
The following series of Vanguard Trustees Equity Fund: Vanguard International Value Fund
Vanguard Variable Insurance Funds-International Portfolio
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name
| and on behalf of such Funds. | |
| FUNDS | BROWN BROTHERS HARRIMAN & CO. |
By: /s Robert Snowden Name: Robert Snowden Title: Assistant Treasurer |
By: /s Stokley P. Towles Name: Stokley P. Towles Title: Partner |
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LIST OF FUNDS
AMENDED SCHEDULE TO THE CUSTODIAN AGREEMENT BETWEEN
CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES (FUNDS) and BROWN BROTHERS HARRIMAN & CO.
The following is a list of Funds and their Series for which the Custodian serves under an Amended Custodian Agreement dated as of June 25, 2001 (the Agreement):
The following series of Vanguard Charlotte Funds:
Vanguard Total International Bond Index Fund
The following series of Vanguard Explorer Fund:
Vanguard Explorer Fund
The following series of Vanguard Fenway Funds:
Vanguard Equity Income Fund
The following series of Vanguard Horizon Funds:
Vanguard Global Equity Fund
The following series of Vanguard Index Funds:
Vanguard 500 Index Fund
Vanguard Extended Market Index Fund
Vanguard Large-Cap Index Fund
Vanguard Mid-Cap Index Fund
Vanguard Small-Cap Growth Index Fund
Vanguard Small-Cap Value Index Fund
Vanguard Value Index Fund
The following series of Vanguard Institutional Index Funds: Vanguard Institutional Total Stock Market Index Fund
The following series of Vanguard International Equity Index Funds: Vanguard Emerging Markets Stock Index Fund Vanguard European Stock Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard FTSE All-World ex-US Small-Cap Index Fund Vanguard Global ex-U.S. Real Estate Index Fund Vanguard Pacific Stock Index Fund Vanguard Total World Stock Index Fund
The following series of Vanguard Malvern Funds:
Vanguard Capital Value Fund
Vanguard U.S. Value Fund
The following series of Vanguard Montgomery Funds: Vanguard Market Neutral Fund
0368459, v0.2
The following series of Vanguard Morgan Growth Fund: Vanguard Morgan Growth Fund
The following series of Vanguard Specialized Funds: Vanguard Dividend Growth Fund Vanguard Energy Fund Vanguard REIT Index Fund
The following series of Vanguard Tax-Managed Funds: Vanguard Tax-Managed Capital Appreciation Fund Vanguard Developed Markets Index Fund Vanguard Tax-Managed Small-Cap Fund
The following series of Vanguard Trustees Equity Fund: Vanguard Diversified Equity Fund Vanguard International Value Fund Vanguard Alternative Strategies Fund
The following series of Vanguard Valley Forge Funds: Vanguard Managed Payout Fund
The following series of Vanguard Variable Insurance Funds: Conservative Allocation Portfolio Equity Income Portfolio International Portfolio Moderate Allocation Portfolio Total Stock Market Index Portfolio
The following series of Vanguard Whitehall Funds: Vanguard Mid-Cap Growth Fund Vanguard Emerging Markets Government Bond Index Fund
The following series of Vanguard Windsor Funds: Vanguard Windsor Fund Vanguard Windsor II Fund
0368459, v0.2
The following series of Vanguard World Fund:
Vanguard Consumer Discretionary Index Fund
Vanguard Consumer Staples Index Fund
Vanguard Energy Index Fund
Vanguard Financials Index Fund
Vanguard Health Care Index Fund
Vanguard Industrials Index Fund
Vanguard Information Technology Index Fund
Vanguard Materials Index Fund
Vanguard Mega Cap 300 Index Fund
Vanguard Mega Cap 300 Growth Index Fund
Vanguard Mega Cap 300 Value Index Fund
Vanguard Telecommunication Services Index Fund
Vanguard U.S. Growth Fund
Vanguard Utilities Index Fund
IN WITNESS WHEREOF, each of the parties hereto has caused this Schedule to be executed in its name
and on behalf of such Funds on
, 2015.
FUNDS By: Name: Jean E. Drabick Title: Assistant Treasurer |
BROWN BROTHERS HARRIMAN & CO. By:______________________ Name: Title: |
0368459, v0.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our reports dated February 13, 2017, relating to the financial statements and financial highlights, which appear in Balanced Portfolio, Capital Growth Portfolio, Conservative Allocation Portfolio, Diversified Value Portfolio, Equity Income Portfolio, Equity Index Portfolio, Growth Portfolio, High Yield Bond Portfolio, International Portfolio, Mid-Cap Index Portfolio, Moderate Allocation Portfolio, Money Market Portfolio, REIT Index Portfolio, Short-Term Investment-Grade Portfolio, Small Company Growth Portfolio, Total Bond Market Index Portfolio and Total Stock Market Index Portfolios (constituting Vanguard Variable Insurance Funds) Annual Reports on Form N-CSR for the year ended December 31, 2016. We also consent to the references to us under the headings Financial Highlights, Financial Statements and Service ProvidersIndependent Registered Public Accounting Firm in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 26, 2017
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I. INTRODUCTION
This Multiple Class Plan (the Plan) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group (collectively the Funds, individually a Fund). The Plan explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group (Vanguard). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares
AdmiralShares
Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares
III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by Vanguard business line depending on the eligibility of the client segments to whom they market. Vanguard retains sole discretion in determining share class availability, and whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. Investor Shares
Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for
85097, v0.62 1
Investor Shares will be substantially lower than the amount required for any other class of shares. Investor Shares are typically distributed by all Vanguard business lines.
B. Admiral Shares
Admiral Shares generally will be available to individual, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested the Fund; or (ii) any other factors deemed appropriate by a Funds Board of Trustees. Admiral Shares are typically distributed by all Vanguard business lines.
C. Institutional Shares
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
D. Institutional Plus Shares
Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
E. Institutional Select Shares
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Vanguard share classes. Institutional Select Shares are typically distributed by Vanguards institutional business line.
85097, v0.62 2
F. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who pay for their ETF shares by depositing a prescribed basket of securities rather than paying cash. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all Vanguard business lines.
G. Transition Shares
Transition Shares generally will be available solely to Vanguard funds-of-funds that meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
All share classes will receive a range of services provided by Vanguard on a per account basis. These account-based services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:
A. Investor Shares
Investor Shares generally will receive the most basic level of service from Vanguard. Investor Shares generally will be serviced through a pool of Vanguard client service representatives.
B. Admiral Shares
Admiral Shares will receive a different level of service from Vanguard as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.
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C. Institutional Shares
Institutional Shares will receive from Vanguard a level of service that differs from the service provided to the holders of shares of other classes. Such services may include special client service representatives who will be assigned to service Institutional Shares. Most holders of Institutional Shares periodically will receive special investment updates from Vanguards investment staff. Holders of Institutional Shares also may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
D. Institutional Plus Shares
Institutional Plus Shares generally will receive a very high level of service from Vanguard as compared to any other share classes. Special client service representatives will be assigned to service Institutional Plus Shares, and most holders of such shares periodically, but more than the holders of all other shares, will receive special updates from Vanguards investment staff. Holders of Institutional Plus Shares may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
E. Institutional Select Shares
Institutional Select Shares generally will receive a customized level of service. Holders of Institutional Select Shares may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
F. ETF Shares
A Fund is expected to maintain only one shareholder of record for ETF
Shares¾DTC or its nominee. Special client service representatives will be assigned to the DTC account, and all transactions on this account will be handled electronically. Due to the nature and purpose of the DTC account, ETF Shares will not receive any special updates from Vanguards investment staff.
G. Transition Shares
The only investors eligible to own Transition Shares are Vanguard funds-of-funds, and it is expected that such funds, because of the nature of Transition Shares, will own the shares only for the brief periods necessary to complete the relevant portfolio transitions. The level of service provided will be commensurate
85097, v0.62 4
| with | the needs of a fund-of-funds transitioning from one underlying fund to | ||
| another. | |||
| V. | CONVERSION FEATURES | ||
| A. | Self-Directed Conversions | ||
| 1. | Conversion into Investor Shares, Admiral Shares, | ||
| Institutional Shares 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 Vanguard representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder: (i) meets the then applicable eligibility requirements for the share class into which they are converting; and (ii) receives services | |||
| consistent | with such new share class. Any such conversion will occur at | ||
| the respective net asset values of the share classes next calculated after Vanguards receipt of the shareholders request in good order. | |||
| 2. | Conversion into ETF Shares. Except as otherwise provided, | ||
| a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same fund (if available), | |||
| provided | that: (i) the share class out of which the shareholder is converting | ||
| and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF | |||
| Shares | through a brokerage account. Any such conversion will occur at the | ||
| respective | net asset values of the share classes next calculated after | ||
| Vanguards | receipt of the shareholders request in good order. Vanguard | ||
| or | the Fund may charge an administrative fee to process conversion | ||
| transactions. | |||
| B. | Automatic Conversions | ||
| 1. | Automatic conversion into Admiral Shares. Vanguard may | ||
| automatically | convert Investor Shares into Admiral Shares of the same | ||
| fund | (if available), provided that following the conversion the shareholder: | ||
| (i) | meets the eligibility requirements for Admiral Shares; and (ii) receives | ||
| services | consistent with Admiral Shares. Any such conversion will occur | ||
| at | the respective net asset values of the share classes next calculated after | ||
| Vanguards | conversion without the imposition of any charge. Such | ||
| automatic | conversions may occur on a periodic, or one-time basis. | ||
| Automatic | conversions may occur at different times due to the differing | ||
| mechanisms | through which an account is funded or meets the required | ||
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investment minimum. Automatic conversions do not apply to certain types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by Vanguard management).
2. Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. Vanguard may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.
| C. | Involuntary Conversions and Cash Outs | |
| 1. | Cash Outs. If a shareholder in any class of shares no longer | |
| meets the eligibility requirements for such shares, the Fund may cash out the shareholders remaining account balance. Any such cash out will be | ||
| preceded | by written notice to the shareholder and will be subject to the | |
| Funds normal redemption fees, if any. | ||
| 2. | Conversion of Admiral Shares, Institutional Shares, and | |
| Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholders holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder, and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge. | ||
| 3. | Conversions of Transition Shares. When a Fund that issues | |
| Transition | Shares has completed the relevant portfolio transition, the Fund | |
| will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in | ||
| Schedule | B hereto, as such Schedule may be amended from time to time. | |
| VI. | EXPENSE ALLOCATION AMONG CLASSES | |
| A. | Background | |
| Vanguard is a jointly-owned subsidiary of the Funds. Vanguard provides | ||
| the | Funds, on an at-cost basis, virtually all of their corporate management, | |
| administrative | and distribution services. Vanguard also may provide investment | |
| advisory | services on an at-cost basis to the Funds. Vanguard was established and | |
| operates | pursuant to a Funds Service Agreement between itself and the Funds | |
| (the | Agreement), and pursuant to certain exemptive orders granted by the U.S. | |
| Securities | and Exchange Commission (Exemptive Orders). Vanguards direct | |
| and | indirect expenses of providing corporate management, administrative and | |
85097, v0.62 6
distribution services to the Funds are allocated among such funds in accordance with methods specified in the Agreement.1
| B. | Class Specific Expenses | |
| 1. | Expenses for Account-Based Services. Expenses associated | |
| with Vanguards provision of account-based services to the Funds will be | ||
| allocated | among the share classes of each Fund on the basis of the amount | |
| incurred by each such class as follows: | ||
(a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Funds share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; (ii) the percentage of total account transactions performed by Vanguard for each class; and (iii) the percentage of new accounts opened for each class.
(b) Expenses of special servicing arrangements.
Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Funds share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.
(c) Literature production and mailing expenses.
Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Funds share classes based upon the number of such items produced and mailed for each class.
2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
| C. | Fund-Wide Expenses |
| 1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based |
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying funds share class.
85097, v0.62 7
on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the Vanguard Modified Formula, with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation has been deemed an appropriate allocation methodology by each Funds Board of Trustees under paragraph (c)(1)(v) of Rule 18f-3 under the Investment Company Act of 1940.
2. Asset Management Expenses. Expenses associated with management of a Funds assets (including all advisory, tax preparation and custody fees) will be allocated among the Funds share classes on the basis of their relative net assets.
3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.
VII. ALLOCATION OF INCOME, GAINS AND LOSSES
Income, gains and losses will be allocated among each Funds share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.
VIII. VOTING AND OTHER RIGHTS
Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of Vanguard.
85097, v0.62 8
Original Board Approval: July 21, 2000 Last Approved by Board: December 18, 2015
85097, v0.62 9
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Admiral Funds | ||
| · | Treasury Money Market Fund | Investor |
| · | S&P 500 Value Index Fund | Institutional, ETF |
| · | S&P 500 Growth Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Value Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
| Vanguard Bond Index Funds | ||
| · | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Long-Term Bond Index Fund | Investor, Institutional, Institutional Plus, |
| ETF | ||
| · | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Total Bond Market II Index Fund | Investor, Institutional |
| · | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
| Vanguard California Tax-Free Funds | ||
| · | 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 | ||
85097, v0.62 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 |
| · | Short-Term Treasury Fund | Investor, Admiral |
| · | Short-Term Federal Fund | Investor, Admiral |
| · | Short-Term Investment-Grade Fund | Investor, Admiral, Institutional |
| · | Intermediate-Term Treasury Fund | Investor, Admiral |
| · | Intermediate-Term Investment-Grade Fund | Investor, Admiral |
| · | GNMA Fund | Investor, Admiral |
| · | Long-Term Treasury Fund | Investor, Admiral |
| 85097, v0.62 2 | ||
| Vanguard Fund | Share Classes Authorized | |
| · | Long-Term Investment-Grade Fund | Investor, Admiral |
| · | High-Yield Corporate Fund | Investor, Admiral |
| Vanguard Horizon Funds | ||
| · | Capital Opportunity Fund | Investor, Admiral |
| · | Global Equity Fund | Investor |
| · | Strategic Equity Fund | Investor |
| · | Strategic Small-Cap Equity Fund | Investor |
| Vanguard Index Funds | ||
| · | 500 Index Fund | Investor, Admiral, Institutional Select, ETF |
| · | Extended Market Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, ETF | ||
| · | Growth Index Fund | Investor, Admiral, Institutional, ETF |
| · | Large-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| · | Mid-Cap Growth Index Fund | Investor, Admiral, ETF |
| · | Mid-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Mid-Cap Value Index Fund | Investor, Admiral, ETF |
| · | Small-Cap Growth Index Fund | Investor, Admiral, Institutional, ETF |
| · | Small-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Small-Cap Value Index Fund | Investor, Admiral, Institutional, ETF |
| · | Total Stock Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Value Index Fund | Investor, Admiral, Institutional, ETF |
| Vanguard International Equity Index Funds | ||
| · | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| · | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| · | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| · | Total World Stock Index Fund | Investor, Institutional, ETF |
| · | FTSE All World ex-US Small-Cap Index Fund | Investor, Institutional, ETF |
| · | Global ex-U.S. Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
85097, v0.62 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 |
85097, v0.62 4
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Quantitative Funds | ||
| · | Growth and Income Fund | Investor, Admiral |
| Vanguard Scottsdale Funds | ||
| · | Short-Term Government Bond Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Government Bond Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Government Bond Index Fund | Institutional, Admiral, ETF |
| · | Short-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Mortgage-Backed Securities Index Fund | Institutional, Admiral, ETF |
| · | Explorer Value Fund | Investor |
| · | Russell 1000 Index Fund | Institutional, ETF |
| · | Russell 1000 Value Index Fund | Institutional, ETF |
| · | Russell 1000 Growth Index Fund | Institutional, ETF |
| · | Russell 2000 Index Fund | Institutional, ETF |
| · | Russell 2000 Value Index Fund | Institutional, ETF |
| · | Russell 2000 Growth Index Fund | Institutional, ETF |
| · | Russell 3000 Index Fund | Institutional, ETF |
| Vanguard Specialized Funds | ||
| · | Energy Fund | Investor, Admiral |
| · | Precious Metals Fund | Investor |
| · | Health Care Fund | Investor, Admiral |
| · | Dividend Growth Fund | Investor |
| · | REIT Index Fund | Investor, Admiral, Institutional, ETF |
| · | Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| Vanguard STAR Funds | ||
| · | LifeStrategy Conservative Growth Fund | Investor |
| · | LifeStrategy Growth Fund | Investor |
| · | LifeStrategy Income Fund | Investor |
| · | LifeStrategy Moderate Growth Fund | Investor |
| · | STAR Fund | Investor |
| · | Total International Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, | ||
| ETF | ||
| Vanguard Tax-Managed Funds | ||
| · | Tax-Managed Balanced Fund | Admiral |
| · | Tax-Managed Capital Appreciation Fund | Admiral, Institutional |
| · | Developed Markets Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Developed Markets ETF | ETF | |
| · | Tax-Managed Small-Cap Fund | Admiral, Institutional |
85097, v0.62 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 |
| · | Total Bond Market Index Portfolio | Investor |
| · | High Yield Bond Portfolio | Investor |
| · | International Portfolio | Investor |
| · | Mid-Cap Index Portfolio | Investor |
| · | Moderate Allocation Portfolio | Investor |
| · | Money Market Portfolio | Investor |
| · | REIT Index Portfolio | Investor |
| · | Short-Term Investment Grade Portfolio | Investor |
| · | Small Company Growth Portfolio | Investor |
| · | Capital Growth Portfolio | Investor |
| · | Total Stock Market Index Portfolio | Investor |
| Vanguard Wellesley Income Fund | Investor, Admiral | |
| Vanguard Wellington Fund | Investor, Admiral | |
| Vanguard Whitehall Funds | ||
| · | Selected Value Fund | Investor |
| · | Mid-Cap Growth Fund | Investor |
| · | International Explorer Fund | Investor |
| · | High Dividend Yield Index Fund | Investor, ETF |
| · | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| · | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| · | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| · | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
| Vanguard Windsor Funds | ||
| · | Windsor Fund | Investor, Admiral |
| · | Windsor II | Investor, Admiral |
85097, v0.62 6
| Vanguard Fund | Share Classes Authorized | |
| Vanguard World Fund | ||
| · | Extended Duration Treasury Index Fund | Institutional, Institutional Plus, ETF |
| · | FTSE Social Index Fund | Investor, Institutional |
| · | International Growth Fund | Investor, Admiral |
| · | Mega Cap Index Fund | Institutional, ETF |
| · | Mega Cap Growth Index Fund | Institutional, ETF |
| · | Mega Cap Value Index Fund | Institutional, ETF |
| · | U.S. Growth Fund | Investor, Admiral |
| · | Consumer Discretionary Index Fund | Admiral, ETF |
| · | Consumer Staples Index Fund | Admiral, ETF |
| · | Energy Index Fund | Admiral, ETF |
| · | Financials Index Fund | Admiral, ETF |
| · | Health Care Index Fund | Admiral, ETF |
| · | Industrials Index Fund | Admiral, ETF |
| · | Information Technology Index Fund | Admiral, ETF |
| · | Materials Index Fund | Admiral, ETF |
| · | Telecommunication Services Index Fund | Admiral, ETF |
| · | Utilities Index Fund | Admiral, ETF |
| Original Board Approval: July 21, 2000 | ||
| Last Updated: April 17, 2017 | ||
85097, v0.62 7
SCHEDULE B to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Vanguard has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plans eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with Vanguards Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Admiral 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. Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $10,000 for retail clients in index funds and $50,000 for retail clients in actively managed funds. Retail managed clients and 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 Vanguard reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
- Certain Retirement Plans Admiral Shares generally are not available for SIMPLE IRAs, Vanguard Individual 401(k) Plans, and retail serviced Individual 403(b)(7) custodial accounts held directly with Vanguard.
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Share
2 The eligibility of a Vanguard Fund of Funds to invest in a particular share class of an underlying Vanguard fund is determined by Vanguard and the Board in accordance with the allocation methodology referenced in Section VI.
85097, v0.62 1
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 Vanguard and the financial | |
| intermediary | allows Vanguard to monitor compliance with the eligibility | |
| requirements | established by Vanguard. | |
| Institutional clients. Institutional clients, including but not limited to defined | ||
| benefit | and contribution plan clients, endowments, and foundations may hold | |
| Institutional | Shares if the total amount aggregated among all accounts held by | |
| such | client (including accounts held through financial intermediaries) and | |
| invested | in the Fund is at least $5 million (or such higher minimum required | |
| by | the individual fund). Such institutional clients must disclose to Vanguard | |
| on | behalf of their accounts the following: (1) that each account has a common | |
| decision-maker; | and (2) the total balance in each account held by the client in | |
| the | Fund. | |
| Investment by Vanguard Target Retirement Collective Trust. A Vanguard | ||
| Target | Retirement Trust that is a collective trust exempt from regulation under | |
| the | Investment Company Act and that seeks to achieve its investment | |
| objective | by investing in underlying Vanguard Funds (a TRT) may hold | |
| Institutional | Shares of an underlying Fund whether or not its investment meets | |
| the | minimum investment threshold specified above. | |
| Accumulation Period ¾Accounts funded through regular contributions (e.g. | ||
| employer | sponsored participant contribution plans), whose assets are expected | |
| to | quickly achieve eligibility levels, may qualify for Institutional Shares upon | |
| account | creation, rather than undergoing the conversion process shortly after | |
| account | set-up if Vanguard management determines that the account will | |
| become | eligible for Institutional Shares within a limited period of time | |
| (generally | 90 days). The accumulation period eligibility is subject to the | |
| discretion | of Vanguard management. | |
85097, v0.62 2
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
| Individual clients. Individual clients may hold Institutional Plus Shares by | ||
| aggregating | up to 3 accounts held by the same client (same tax I.D. number) | |
| in | a single Fund. For purposes of this rule, Vanguard management is | |
| authorized | to permit aggregation of a greater number of accounts in the case | |
| of | clients whose aggregate assets within the Vanguard Funds are expected to | |
| generate | substantial economies in the servicing of their accounts. | |
| Institutional clients. Institutional clients, including but not limited to defined | ||
| benefit | and contribution plan clients, endowments, and foundations may hold | |
| Institutional | Plus Shares if the total amount aggregated among all accounts | |
| held | by such client (including accounts held through financial intermediaries) | |
| and | invested in the Fund is at least $100 million (or such higher or lower | |
| minimum | required by the individual fund). Such institutional clients must | |
| disclose | to Vanguard on behalf of their accounts the following: (1) that each | |
| account | has a common decision-maker; and (2) the total balance in each | |
| account | held by the client in the Fund. | |
| Financial intermediary clients. Financial intermediaries generally may hold | ||
| Institutional | Plus Shares for the benefit of their underlying clients provided | |
| that: | ||
| (1) | each underlying investor individually meets the investment minimum | |
| amount | described above; and | |
| (2) | the financial intermediary agrees to monitor ongoing compliance of the | |
| underlying | investor accounts with the investment minimum amount; or | |
| (3) | a sub-accounting arrangement between Vanguard and the financial | |
| intermediary | allows Vanguard to monitor compliance with the eligibility | |
| requirements | established by Vanguard. | |
| Accumulation Period - Accounts funded through regular contributions e.g. | ||
| employer | sponsored participant contribution plans), whose assets are expected | |
| to | quickly achieve eligibility levels, may qualify for Institutional Plus Shares | |
| upon | account creation, rather than undergoing the conversion process shortly | |
| after | account set-up if Vanguard management determines that the account will | |
| become | eligible for Institutional Plus Shares within a limited period of time | |
| (generally | 90 days). The accumulation period eligibility is subject to the | |
| discretion | of Vanguard management. | |
| Asset Allocation Models - Vanguard clients with defined asset allocation | ||
| models | whose assets meet eligibility requirements may qualify for | |
85097, v0.62 3
Institutional Plus Shares if such models comply with policies and procedures that have been approved by Vanguard management.
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
| Institutional clients. Institutional clients, including but not limited to defined | ||
| benefit | and contribution plan clients, endowments, foundations, and Section | |
| 529 | college savings plans may hold Institutional Select Shares if the total | |
| amount | aggregated among all accounts held by such client (including accounts | |
| held | through financial intermediaries) and invested in the Fund is at least $3 | |
| billion | (or such higher or lower minimum required by the individual fund). | |
| Such | institutional clients must disclose to Vanguard on behalf of their | |
| accounts | the following: (1) that each account has a common decision-maker; | |
| and | (2) the total balance in each account held by the client in the Fund. | |
| Financial intermediary clients. Financial intermediaries generally may hold | ||
| Institutional | Select Shares for the benefit of their underlying clients provided | |
| that: | ||
| (1) | each underlying investor individually meets the investment minimum | |
| amount | described above; and | |
| (2) | the financial intermediary agrees to monitor ongoing compliance of the | |
| underlying | investor accounts with the investment minimum amount; or | |
| (3) | a sub-accounting arrangement between Vanguard and the financial | |
| intermediary | allows Vanguard to monitor compliance with the eligibility | |
| requirements | established by Vanguard. | |
| Accumulation Period - Accounts funded through regular contributions (e.g. | ||
| employer | sponsored participant contribution plans), whose assets are expected | |
| to | quickly achieve eligibility levels, may qualify for Institutional Select Shares | |
| upon | account creation, rather than undergoing the conversion process shortly | |
| after | account set-up, if Vanguard management determines that the account | |
| will | become eligible for Institutional Select Shares within a limited period of | |
| time | (generally 90 days). The accumulation period eligibility is subject to the | |
| discretion | of Vanguard management. | |
| Investment by Vanguard collective investment trusts with a similar mandate. | ||
| A | Vanguard collective investment trust exempt from regulation under the | |
| Investment | Company Act and that seeks to achieve its investment objective by | |
85097, v0.62 4
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-of-funds and only by an underlying fund of a Vanguard fund-of-funds (i) that is receiving assets in kind from one or more funds-of-funds and (ii) that will transition those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: January 29, 2016
85097, v0.62 5
Code of Ethics
Personal investing
Gifts and entertainment
Outside activities
Client confidentiality
The reputation of a thousand years may be determined by the conduct of one hour.
- Ancient proverb
- message from our CEO
Our business is built on a foundation of trust the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance. Each and every one of us has a role to play in sustaining our clients trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our |
|
Brendan J. Swords Chairman and Chief Executive Officer |
high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someones attention your manager, the Legal and Compliance team, or any of my direct reports. But dont just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets. To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients trust. Sincerely, |
Brendan J. Swords
Chairman and Chief Executive Officer
Before you get started
The Code of Ethics System is accessible through the intranet under Applications or direct access: https://fs.wellington.com/adfs/ls//IdpInitiatedSignOn. aspx?loginToRp=ptaconnect.com
Contents
Standards of conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Who is subject to the Code of Ethics? . . . . . . . . . . . . . . . . . . . . . . 1
Personal investing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Which types of investments and related activities are prohibited? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Which investment accounts must be reported? 3 What are the reporting responsibilities for all personnel? . . . . . . . . . . . . . . 5 What are the preclearance responsibilities for all personnel? . . . . . . . . . . . 6 What are the additional requirements for investment professionals? . . . . 7
Gifts and entertainment 8 Outside activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Client confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 How we enforce our Code of Ethics 10 Exceptions from the Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . 10 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Wellington Management Code of Ethics
1
Standards of conduct
Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.
1. We Act As FiDUciAries to oUr cLieNts. Each of us must put our clients interests above our own and must not take advantage of our management of clients assets for our own benefit. Our firms policies and procedures implement these principles with respect to our conduct of the firms business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.
2. We Act with iNtegritY AND iN AccorDANce with Both the Letter AND the spirit oF the LAw. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.
Who is subject to the Code of Ethics?
Our Code of Ethics applies to all employees of Wellington Management and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.
All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.
Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.
If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firms prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.
General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at
#Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).
Wellington Management Code of Ethics
2
Personal investing
As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.
Which tYpes oF iNVestMeNts AND reLAteD ActiVities Are prohiBiteD?
Our Code of Ethics prohibits the following personal investments and investment-related activities:
| Purchasingorsellingthefollowing: | ||
| Initial public offerings (IPOs) of any securities | ||
| Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled | ||
| Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation | ||
| Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting | ||
| Securities that are the subject of a firmwide restriction | ||
| Single-stock futures | ||
| Options with an expiration date that is within 60 calendar days of the transaction date | ||
| Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades | ||
| Securities of any securities market or exchange on which the firm trades on behalf of clients | ||
| Purchasinganequitysecurityifyouraggregateownershipoftheequitysecurityexceeds0.05%ofthetotal shares outstanding of the issuer | ||
| Takingaprofitfromanytradingactivitywithina | ||
-
60 calendar day window
- Usingaderivativeinstrumenttocircumventa restriction in the Code of Ethics
Short-term trading
You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Codes preclearance requirements.
Wellington Management Code of Ethics
3
Which iNVestMeNt AccoUNts MUst Be reporteD?
You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,
AND that holds or is capable of holding any of the following covered investments:
- Sharesofstocks,ADRs,orotherequitysecurities(includinganysecurityconvertibleintoequity securities)
- Bondsornotes(otherthansovereigngovernmentbondsissuedbyCanada,France,Germany,Italy, Japan,theUnitedKingdom,ortheUnitedStates,aswellasbankersacceptances,CDs,commercial paper, and high-quality, short-term debt instruments)
- Interestinavariableannuityproductinwhichtheunderlyingassetsareheldinasubaccountmanaged by Wellington Management
- Sharesofexchange-tradedfunds(ETFs)
- Sharesofclosed-endfunds
- Optionsonsecurities
- Securitiesfutures
- Interestinprivateplacementsecurities(otherthanWellingtonManagementsponsoredproducts)
- SharesoffundsmanagedbyWellingtonManagement(otherthanmoneymarketfunds)
Please see Appendix A for a detailed summary of reporting requirements by security type.
For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.
Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.
Still not sure? Contact us
If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).
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Wellington-Managed fund list
An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.
Wellington Management Code of Ethics
4
Accounts not requiring reporting
You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:
- AccountsmaintainedwithintheWellingtonRetirementandPensionPlanorsimilarfirm-sponsored retirement or benefit plans identified by the Ethics Committee
-
AccountsmaintaineddirectlywithWellingtonTrustCompanyorotherWellingtonManagement
Sponsored Products
Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.
Managed account exemptions
An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics personal investing re-quirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.
WeB ResoUrce
Managed Account Letter
To request a managed account exemption, complete the Managed Account
Letter available through the Code of Ethics System under Documents.
Wellington Management Code of Ethics
5
WhAt Are the reportiNg respoNsiBiLities For ALL persoNNeL?
Initial and annual holdings reports
You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter. Non-volitional transactions include:
For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics.
Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.
Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)
For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.
At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.
Duplicate statements and trade confirmations
For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 7.
Quarterly transactions reports
You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.
WeB ResoUrce
How to file reports on the Code of Ethics System
Required reports must be filed electronically via the Code of Ethics System.
Please see the Code of Ethics Systems homepage for more details.
Wellington Management Code of Ethics
6
WhAt Are the precLeArANce respoNsiBiLities For ALL persoNNeL?
Preclearance of publicly traded securities
You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A. Transactions in accounts that are not reportable accounts do not require preclearance or reporting.
Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.
If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.
Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.
WeB ResoUrce
How to file a preclearance request
Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.
Caution on short sales, margin transactions, and options
You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.
Preclearance of private placement securities
You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:
- aninvestmentinthesecuritiesislikelytoresultinfutureconflictswithclientaccounts(e.g.,uponafuture public offering), and
- youarebeingofferedtheopportunityduetoyouremploymentatorassociationwithWellingtonManagement.
If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.
Wellington Management Code of Ethics
7
To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products), including collective investment funds and common trust funds maintained by Wellington Trust Company, na, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.
WeB ResoUrce
Private Placement Approval Form
To request approval for a private placement, complete the Private
Placement Approval Form available through the Code of Ethics
System under Documents.
WhAt Are the ADDitioNAL reQUireMeNts For iNVestMeNt proFessioNALs?
If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio manager, backup portfolio manager, investment team member), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients interests first whenever you tr ansact in securities that are also held in client accounts you manage.
The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.
- INVestMeNt ProFessioNAL BLAcKoUt PerioDs You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.
If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the clients best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.
- Short SALes BY AN INVestMeNt ProFessioNAL An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.
Wellington Management Code of Ethics
8
Gifts and entertainment
Our guiding principle of client, firm, self also governs the receipt of gifts and entertainment from clients, consultants, brokers/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements: AcceptiNg GiFts You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.
AcceptiNg BUsiNess MeALs Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.
AcceptiNg ENtertAiNMeNt OpportUNities The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions: 1. A representative of the hosting organization must be present; 2. The primary purpose of the event must be to discuss business or to build a business relationship; 3. You must receive prior approval from your business manager; 4. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the entertainment opportunity; and 5. For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment ticket(s) if:
- theentertainmentopportunityrequiresaticketwithafacevalueofmorethanUS$200orthelocal equivalent, or is a high-profile event (e.g., a major sporting event),
- youwishtoacceptmorethanoneticket,or
- thehosthasinvitednumerousWellingtonManagementrepresentatives.
Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.
Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present.
LoDgiNg AND Air TrAVeL You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Managements travel manager.
Wellington Management Code of Ethics
9
SoLicitiNg GiFts, ENtertAiNMeNt OpportUNities, or CoNtriBUtioNs In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.
SoUrciNg ENtertAiNMeNt OpportUNities You may not request tickets to entertainment events from the firms Trading department or any other Wellington Management department, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.
Outside activities
While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients interests. As a result, all significant outside business or charitable activities (e.g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.
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Outside Business Activities Approval Form
To request approval to participate in activities outside of Wellington Management, complete the Outside Business Activities Approval Form available through the Code of Ethics System under Documents.
Client confidentiality
Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.
Wellington Management Code of Ethics
10
How we enforce our Code of Ethics
Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.
It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.
Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:
- awarning
- referraltoyourbusinessmanagerand/orseniormanagement
- reversalofatradeorthereturnofagift
- disgorgementofprofitsorofthevalueofagift
- alimitationorrestrictiononpersonalinvesting
- terminationofemployment
- referraltocivilorcriminalauthorities
If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.
Exceptions from the Code of Ethics
The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.
Closing
As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember client, firm, self is our most fundamental guiding principle.
Wellington Management Code of Ethics
APPENDIX A PART 1
No Preclearance or Reporting Required:
Open-end investment funds not managed by Wellington Management1 Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom Cash Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents2
Bankers acceptances, CDs, commercial paper
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives Options, forwards, and futures on commodities and foreign exchange, and associated derivatives Transactions in approved managed accounts
Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):
Open-end investment funds managed by Wellington Management1 (other than money market funds) Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management Futures and options on securities indices ETFs listed in Appendix A Part 2 and derivatives on these securities Gifts of securities to you or a reportable account Gifts of securities from you or a reportable account Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)
11
Preclearance and Reporting of Securities Transactions Required:
Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers acceptances, CDs, commercial paper, and high-quality, short-term debt instruments) Stock (common and preferred) or other equity securities, including any security convertible into equity securities Closed-end funds ETFs not listed in Appendix A Part 2
American Depositary Receipts
Options on securities (but not their non-volitional exercise or expiration) Warrants Rights Unit investment trusts
Prohibited Investments and Activities:
Initial public offerings (IPOs) of any securities Single-stock futures Options expiring within 60 days of purchase Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting Securities on the firmwide restricted list Profiting from any short-term (i.e., within 60 days) trading activity Securities of broker/dealers or their affiliates with which the firm conducts business Securities of any securities market or exchange on which the firm trades Using a derivative instrument to circumvent the requirements of the Code of Ethics Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer
This appendix is current as of 1 July 2016, and may be amended at the discretion of the Ethics Committee.
1A list of funds advised or subadvised by Wellington Management (Wellington-Managed Funds) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.
2If the instrument is unrated, it must be of equivalent duration and comparable quality.
Wellington Management Code of Ethics
12
APPENDIX A PART 2
ETFs approved for personal trading without preclearance (but requiring reporting)
All regional/country exchange share listings of ETFs listed are also approved
| Ticker Name | Ticker Name | Ticker Name | ||||
| United States: Equity | RWX | SPDR DJ INTL REAL ESTATE | DBC | DB COMMODITY INDEX TRACKING FUND | ||
| AAXJ | ISHARES MSCI ALL COUNTRY ASIA | SCZ | ISHARES MSCI EAFE SMALL CAP INDEX | DBE | POWERSHARES DB ENERGY FUND | |
| ACWI | ISHARES MSCI ACWI INDEX FUND | SDS | PROSHARES ULTRASHORT S&P500 | DBO | POWERSHARES DB OIL FUND | |
| BRF | MARKET VECTORS BRAZIL SMALL-CA | SDY | SPDR DIVIDEND ETF | DBP | POWERSHARES DB PRECIOUS METALS | |
| DIA | SPDR DJIA TRUST ETF | SH | PROSHARES SHORT S&P500 | DGZ | POWERSHARES DB GOLD SHORT ETN | |
| DVY | ISHARES DOW JONES SELECT DIVID | SKF | PROSHARES ULTRASHORT FINANCIAL | DJP | IPATH DJ-UBS COMMIDTY | |
| ECH | ISHARES MSCI CHILE INVESTABLE | SPY | SPDR S&P 500 ETF TRUST | DNO | UNITED STATES SHORT OIL FUND L | |
| EEB | GUGGENHEIM BRIC ETF | SRS | PROSHARES ULTRASHORT REAL ESTATE | GAZ | IPATH DJ-UBS NAT GAS SUBINDEX | |
| EEM | ISHARES MSCI EMERGING MARKETS | SSO | PROSHARES ULTRA S&P500 | GLD | SPDR GOLD SHARES | |
| EFA | ISHARES MSCI EAFE INDEX FUND | TWM | PROSHARES ULTRASHORT RUSS2000 | GLL | PROSHARES ULTRASHORT GOLD | |
| EFG | ISHARES MSCI EAFE GROWTH INDEX | UWM | PROSHARES ULTRA RUSSELL | GSG | ISHARES S&P GSCI COMMODITY INDEX | |
| EFV | ISHARES MSCI EAFE VALUE INDEX | UYG | PROSHARES ULTRA FINANCIALS | JJA | IPATH DJ-UBS AGRICULTURE SUBINDEX | |
| EPI | WISDOMTREE INDIA EARNINGS FUND | VB | VANGUARD SMALL-CAP VIPERS | JJC | IPATH DJ-UBS COPPER SUBINDEX | |
| EPP | ISHARES MSCI PAC EX-JAPAN FUND | VBK | VANGUARD SMALL-CAP GROWTH VIPE | JJE | IPATH DJ-UBS ENERGY SUBINDEX | |
| EWA | ISHARES MSCI AUSTRALIA INDEX FUND | VBR | VANGUARD SMALL-CAP VALUE VIPER | JJG | IPATH DJ-UBS GRAINS SUBINDEX | |
| EWC | ISHARES MSCI CANADA INDEX FUND | VEA | VANGUARD MSCI EAFE ETF | JJM | IPATH DJ-UBS INDUSTRIAL METALS | |
| EWG | ISHARES MSCI GERMANY INDEX FUND | VEU | VANGUARD FTSE ALL-WORLD EX-US | JJN | IPATH DJ-UBS NICKEL SUBINDEX | |
| EWH | ISHARES MSCI HONG KONG IDX FUND | VGK | VANGUARD MSCI EURO ETF | JJS | IPATH DJ-UBS SOFTS SUBINDEX | |
| EWJ | ISHARES MSCI JAPAN IDX FUND | VIG | VANGUARD DIVIDEND APPRECIATION | JJU | IPATH DJ-UBS ALUMINUM SUBINDEX | |
| EWM | ISHARES MSCI MALAYSIA IDX FUND | VNQ | VANGUARD REIT VIPERS | SGG | IPATH DJ-UBS SUGAR SUBINDEX TR | |
| EWS | ISHARES MSCI SINGAPORE INDEX FUND | VO | VANGUARD MID-CAP VIPERS | SLV | ISHARES SILVER TRUST | |
| EWT | ISHARES MSCI TAIWAN INDEX FUND | VPL | VANGUARD MSCI PACIFIC ETF | UCO | PROSHARES ULTRA DJ-UBS CRUDE | |
| EWU | ISHARES MSCI UK INDEX FUND | VTI | VANGUARD TOTAL STOCK MARKET | UGA | UNITED STATES GASOLINE FUND LP | |
| EWY | ISHARES MSCI SOUTH KOREA INDEX | VTV | VANGUARD VALUE VIPERS | UGL | PROSHARES ULTRA GOLD | |
| EZU | ISHARES MSCI EMU INDEX FUND | VUG | VANGUARD GROWTH VIPERS | UHN | UNITED STATES HEATING OIL LP | |
| FXI | ISHARES FTSE CHINA 25 INDEX | VV | VANGUARD LARGE-CAP VIPERS | UNG | UNITED STATES NATL GAS FUND LP | |
| GDX | MARKET VECTORS GOLD MINERS | VWO | VANGUARD MSCI EM MAR | USO | UNITED STATES OIL FUND LP | |
| GDXJ | MARKET VECTORS JUNIOR GOLD MIN | VXX | IPATH S&P 500 VIX | ZSL | PROSHARES ULTRASHORT SILVER | |
| IBB | ISHARES BIOTECH INDEX FUND | XLB | MATERIALS SEL SECTOR SPDR FUND | United States: Currency Trusts | ||
| ICF | ISHARES COHEN & STEERS REALTY | XLE | ENERGY SELECT SECTOR SPDR FUND | DBV | POWERSHARES DB G10 CURRENCY HA | |
| IEV | ISHARES S&P EUROPE 350 INX FUND | XLF | FINANCIAL SEL SECTOR SPDR FUND | EUO | PROSHARES ULTRASHORT EURO | |
| IGE | ISHARES S&P GSSI NAT RES INDEX | XLI | INDUSTRIAL SELECT SECTOR SPDR | FXA | CURRENCYSHARES AUD TRUST | |
| IJH | ISHARES S&P MIDCAP 400 IDX FUND | XLK | TECHNOLOGY SELECT SECTOR SPDR | FXB | CURRENCYSHARES GBP STERL TRUST | |
| IJJ | ISHARES S&P MIDCAP 400/VALUE | XLP | CONSUMER STAPLES SELECT SPDR | FXC | CURRENCYSHARES CAD | |
| IJK | ISHARES SP MCAP 400/BARRA GTH | XLU | UTILITIES SELECT SECTOR SPDR | FXE | CURRENCYSHARES EURO TRUST | |
| IJR | ISHARES SP SMALLCAP 600 IDX FUND | XLV | HEALTH CARE SELECT SECTOR SPDR | FXF | CURRENCYSHARES SWISS FRANC | |
| IJS | ISHARES S&P SMALLCAP 600/BARRA | XLY | CONSUMER DISCRETIONARY SPDR | FXM | CURRENCYSHARES MEXICAN PESO | |
| IJT | ISHARES SP SMCAP 600/BARRA GTH | XME | SPDR S&P METALS & MINING ETF | FXS | CURRENCYSHARES SWEDISH KRONA | |
| ILF | ISHARES S&P LATIN AMER 40 INDEX | XOP | SPDR S&P OIL & GAS EXPL AND PROD | FXY | CURRENCYSHARES JPY TRUST | |
| INP | IPATH MSCI INDIA INDEX ETN | United States: Fixed Income | UDN | POWERSHARES DB US DOLLAR IND | ||
| IOO | ISHARES S&P GLOBAL 100 INDEX FUND | AGG | ISHARES BARCLAYS AGGREGATE | UUP | POWERSHARES DB US DOL IND BU | |
| IVE | ISHARES SP 500/BARRA VALUE | BIV | VANGUARD INTERMEDIATE-TERM BON | YCS | PROSHARES ULTRASHORT YEN | |
| IVV | ISHARES S&P 500 INDEX FUND | BND | VANGUARD TOTAL BOND MARKET | |||
| IVW | ISHARES S&P 500/BARRA GRTH INDEX | BOND | PIMCO TOTAL RETURN BOND ETF | Australia: Equity | ||
| IWB | ISHARES RUSSELL 1000 INDEX | BSV | VANGUARD SHORT-TERM BOND ETF | STW.AX | SPDR S&P/ASX 200 FUND | |
| IWD | ISHARES RUSSELL 1000 VALUE INDEX | BWX | SPDR BARCLAYS INT TREA BND ETF | England: Equity | ||
| IWF | ISHARES RUSSELL 1000 GROWTH | BZF | WISDOMTREE DREYFUS BRAZILIAN REAL FUND | EUN LN | ISHARES STOXX EUROPE 50 | |
| IWM | ISHARES RUSSELL 2000 INDEX | CYB | WISDOMTREE DREYFUS CHINESE YUA | IEEM LN | ISHARES MSCI EMERGING MARKETS | |
| IWN | ISHARES RUSSELL 2000 VALUE | ELD | WISDOMTREE EMERGING MARKETS LO | FXC LN | ISHARES FTSE CHINA25 | |
| IWO | ISHARES RUSSELL 2000 GROWTH | EMB | JPM EMERGING MARKETS BOND ETF | IJPN LN | ISHARES MSCI JAPAN FUND | |
| IWP | ISHARES RUSSELL MIDCAP GROWTH | HYG | ISHARES IBOXX $ HIGH YIELD COR | ISF LN | ISHARES PLC- ISHARES FTSE 100 | |
| IWR | ISHARES RUSSELL MIDCAP INDEX FUND | IEF | ISHARES BARCLAYS 7-10 YEAR | IUSA LN | ISHARES S&P 500 INDEX FUND | |
| IWS | ISHARES RUSSELL MIDCAP VALUE I | IEI | ISHARES BARCLAYS 3-7 YEAR TREAS | IWRD LN | ISHARES MSCI WORLD | |
| IWV | ISHARES RUSSELL 3000 INDEX | JNK | SPDR BARCLAYS HIGH YIELD BOND | England: Fixed Income | ||
| IXC | ISHARES S&P GLOBAL ENERGY SECT | LQD | ISHARES IBOXX INVESTMENT GRADE | IEBC LN | ISHARES BARCLAYS CAPITAL EURO | |
| IYR | ISHARES DOW JONES US RE INDEX | MBB | ISHARES MBS BOND FUND | Hong Kong: Equity | ||
| IYW | ISHARES DJ US TECH SECTOR INDEX | MUB | ISHARES S&P NATIONAL MUNICIPAL | 2800 HK | TRACKER FD OF HONG KONG | |
| MDY | SPDR S&P MIDCAP 400 ETF TRUST | PCY | POWERSHARES EM MAR SOV DE PT | 2823 HK | ISHARES FTSE/ XINHUA A50 CHINA | |
| MOO | MARKET VECTORSAGRI | PST | PROSHARES ULTRASHORT LEH 7 | 2827 HK | BOCI-PRUDENTIAL W.I.S.E. - C | |
| OEF | ISHARES S&P 100 INDEX FUND | SHY | ISHARES BARCLAYS 1-3 YEAR TREA | 2828 HK | HANG SENG INVESTMENT INDEX FUND | |
| PBW | POWERSHARES WILDERHILL CLEAN E | TBF | PROSHARES SHORT 20+ TREASURY | 2833 HK | HANG SENG INVESTMENT INDEX FUND | |
| PFF | ISHARES S&P US PREFERRED STOCK | TBT | PROSHARES ULTRASHORT LEHMAN | Hong Kong: Fixed Income | ||
| PGX | POWERSHARES PREFERRED PORTFOLI | TIP | ISHARES BARCLAYS TIPS BOND FUND | 2821 HK | ABF PAN ASIA BOND INDEX FUND | |
| PHO | POWERSHARES GLOBAL WATER PORTF | TLT | ISHARES BARCLAYS 20+ YEAR TREAS | Japan: Equity | ||
| QID | PROSHARES ULTRASHORT QQQ | VCSH | VANGUARD SHORT-TERM CORPORATE | |||
| QLD | PROSHARES ULTRA QQQ | United States: Commodity Trusts and ETNs | 1305 JP | DAIWA ETF TOPIX | ||
| 1306 JP | NOMURA ETF TOPIX | |||||
| QQQ | POWERSHARES QQQTRUST | AMJ | JPMORGAN ALERIAN MLP INDEX ETN | 1308 JP | NIKKO ETF TOPIX | |
| RSP | RYDEX S&P EQUAL WEIGHT | CORN | CORN ETF | 1320 JP | DAIWA ETF NIKKEI 225 | |
| RSX | MARKET VECTORS RUSSIA ETF | COW | IPATH DJ-UBS LIVESTOCK SUBINDX | 1321 JP | NOMURA ETF NIKKEI 225 | |
| RWM | PROSHARES SHORT RUSS | DBA | POWERSHARES DB AGRICULTURE FUND | 1330 JP | NIKKO ETF 225 | |
| RWR | SPDR DOW JONES REIT ETF | DBB | POWERSHARES DB BASE METALS FUND | |||
| This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee. | G2001_3 | |||||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
CODE OF ETHICS
INTRODUCTION
Barrow, Hanley, Mewhinney & Strauss, LLC (the Firm or BHMS) has adopted this Code of Ethics ("Code") in its current form in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the "Advisers Act") and Section 17(j) of the Investment Company Act of 1940, and this Code was last amended on December 31, 2016. The Code requires the Firms Access Persons to comply with the federal securities laws, sets standards of business conduct required of the Firms supervised persons and addresses conflicts that arise from personal transactions and other activity by Access Persons. The policies and procedures outlined in the Code are intended to promote compliance with fiduciary standards by the Firm and its Access Persons. As a fiduciary, the Firm and its employees: (i) have the responsibility to render professional, continuous and unbiased investment advice, (ii) owe its clients a duty of honesty, good faith and fair dealing, (iii) must act at all times in the best interests of clients, and (iv) must avoid or disclose conflicts of interest.
| A. | BHMS Code of Ethics is designed to: | |
| 1. | Set standards for ethical conduct based on the fundamental principles of openness, integrity, honesty and trust; | |
| 2. | Protect the Firms clients by deterring misconduct; | |
| 3. | Educate its employees regarding the Firms expectations and the laws governing their conduct; | |
| 4. | Remind employees that they are in a position of trust and must act with complete propriety at all times; | |
| 5. | Protect the reputation of the Firm; | |
| 6. | Guard against violations of the securities laws; and | |
| 7. | Establish procedures for employees to monitor the Firms business and uphold its ethical principles. | |
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1 December 31, 2016
| B. | The Code of Ethics is based upon the principle that the directors, officers and employees of the | |
| Firm | owe a fiduciary duty to the clients of the Firm to conduct their affairs, including their | |
| personal | transactions, in such a manner as to avoid: | |
| 1. | Serving their own personal interests ahead of clients; | |
| 2. | Taking inappropriate advantage of their position with the Firm; and | |
| 3. | Any actual or potential conflicts of interest or any abuse of their position of trust and responsibility. | |
| C. | As a fiduciary, employees should avoid conflicts of interest where possible. Unavoidable | |
| conflicts | must be reported as required by this Code. | |
| D. | This fiduciary duty includes the duty of the Chief Compliance Officer (CCO) of the Firm to | |
| maintain, | monitor and enforce the Code, periodically review and amend the Code, report material | |
| violations | of this Code to the Firms Board of Managers and any client, as required. | |
| E. | The Code contains requirements that are necessary to prevent Access Persons from violating the | |
| Firms | standards and procedures that have been designed to prevent violations of the Code. Each | |
| Access | Person at the commencement of their employment must certify, by their signature on | |
| Exhibit | A, their understanding of the Codes requirements and their acknowledgement to abide by | |
| all | of the Codes provisions. Each Access Person must re-certify their understanding and | |
| acknowledgement | of the Code annually, and any time the Code is amended. | |
DEFINITIONS
The following terms are used throughout this Code and are defined here to describe and explain their use and purpose for the Codes provisions and prohibitions.
| A. | "Access Person means supervised persons of the Firm including any director, officer, general partner, Advisory Person, Investment Personnel, Portfolio Manager, or employee of the Firm. |
| The CCO may, in her discretion, designate other individuals (e.g. consultants, interns and temporary employees) that have access to client information as Access Persons of the Firm. The CCO may exempt certain Access Person(s) that are subject to another code of ethics that has been approved by the CCO from certain provisions of this Code. | |
| B. | "Advisory Person means any person in a Control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a security by the Firm. |
| C. | Affiliated Company means a company which is an affiliate of the Firm through the OM Asset Management plc relationship. |
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2 December 31, 2016
| D. | Beneficial Ownership means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect beneficial interest in a Reportable Security. |
| E. | Black-out Period means the number of days designated by the Code whereby an Access Person and Family Member must not trade a Reportable Security, as prohibited in Restrictions for Access Persons, Section D. |
| F. | Business Entertainment means an Access Persons participation in lunches, dinners, cocktail parties, sporting activities or similar business gatherings conducted for business purposes. |
| Business Entertainment is not a Gift. | |
| G. | "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. |
| Any Person or entity who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall generally be presumed to control such company. Any Person who does not own more than 25% of the voting securities of any company shall be presumed not to control such company. | |
| H. | Covered Associate means any general partner, managing member or executive officer, or other individual with a similar status or function, any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee. |
| I. | Family Member means an Access Persons spouse, domestic partner, minor children, and relatives by blood or marriage living in the same household as the Access Person. |
| J. | Gift means cash or any item of value. |
| K. | Government Entity means any state or local government agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (i.e. defined benefit pension plan, separate account or general fund); and any participant-directed government plan. |
| L. | "Investment Personnel" means: (i) any Portfolio Manager of the Firm and (ii) securities analysts, traders, portfolio specialists and other personnel who provide information and advice to the Portfolio Manager or who help execute the Portfolio Manager's decisions. |
| M. | Managed Fund means any Reportable Fund for which the Firm serves as an Investment Adviser or Sub-Adviser. |
| N. | Person means any Person or a company. |
| O. | Political Action Committee or PAC means an organization whose purpose is to solicit and make Political Contributions. |
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3 December 31, 2016
| P. | Political Contribution means any Gift, subscription, loan, advance, or deposit of money | |
| (such | as gift certificates or merchandise), or anything of value made for: | |
| 1. | The purpose of influencing any election, | |
| 2. | The payment of debt incurred in connection with any such election, | |
| 3. | Transition or inaugural expenses of the successful candidate for office, | |
| 4. | Coordinating contributions through bundling or facilitating the contributions of other persons or PACs. | |
| Examples | of contributions include the cost of attending fundraising events, payments to bond | |
| ballot | campaigns, or expenses incurred in connection with fundraising or other volunteer | |
| activities | (e.g., hosting a reception). | |
| Q. | Political Fundraising Activities include, but are not limited to, the following activities on | |
| behalf | of a state or local candidate or official: | |
| 1. | Coordinating contributions (generally, bundling, pooling, or otherwise facilitating the contributions made by other persons), | |
| 2. | Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a Political Contribution), or | |
| 3. | Directing fundraising efforts. | |
| R. | Portfolio Directional Trade means a trade directed by a Portfolio Manager intended to | |
| increase | or decrease a security weighting in a clients account. This is a separate type of trade | |
| from | a trade required to satisfy a clients cash-flow request. | |
| S. | "Portfolio Manager" means an employee of the Firm entrusted with the direct responsibility and | |
| authority | to make investment decisions. | |
| T. | Reportable Account means any account maintained with a bank, broker or other entity in | |
| which | an Access Person or Family Member owns Reportable Securities or has the ability to | |
| transact | in Reportable Securities, or has discretion over trading on behalf of another. | |
| U. | Reportable Fund means any unregistered fund and any fund registered under the Investment | |
| Company | Act where the Firm or an Affiliated Company acts as the investment adviser, sub- | |
| adviser | or principal underwriter for the fund. A list of Reportable Funds is available from the | |
| Compliance | Department. | |
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4 December 31, 2016
| V. | "Reportable Security" means any note, stock, treasury stock, bond, debenture, exchange-traded | |
| fund | (ETF), evidence of indebtedness, certificate of interest or participation in any profit-sharing | |
| agreement, | collateral-trust certificate, pre-organization certificate or subscription, transferable | |
| share, | investment contract, voting-trust certificate, certificate of deposit for a security, fractional | |
| undivided | interest in oil, gas, or other mineral rights, any put, call, straddle, option, future, or | |
| privilege | on any security, group or index of Reportable Securities, on a national securities | |
| exchange | relating to foreign currency, or, in general, any interest or instrument commonly known | |
| as | a security, or any certificate of interest or participation in, temporary or interim certificate for, | |
| receipt | for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, | |
| Reportable | Fund, limited offering, private placement or hedge fund. Reportable Security does not | |
| mean: | direct obligations of the Government of the United States, high quality short-term debt | |
| instruments, | bankers' acceptances, bank certificates of deposit, commercial paper, repurchase | |
| agreements, | shares issued by mutual funds that are not Reportable Funds, and ETFs (Please see | |
| Exempted | Transactions, Item E, on page 11 for further information regarding ETFs). | |
| W. | Solicit a Government Entity for Investment Advisory Services means a direct or indirect | |
| communication | with a state or local Government Entity for the purpose of obtaining or retaining | |
| investment | advisory services business including, but not limited to, the following: | |
| 1. | Leading, participating in or merely being present at a sales/solicitation meeting with a state or local Government Entity, such as a government pension plan or general fund; | |
| 2. | Otherwise holding oneself out as part of the BHMS sales/solicitation effort with a state or local Government Entity; | |
| 3. | Signing a submission to an RFP in connection with BHMS business; | |
| 4. | Making introductions between government officials and BHMS. | |
| X. | State or Local Official(s) means any person, including any election committee for such | |
| person, | who was, at the time of a Political Contribution, an official, incumbent, candidate, or | |
| successful | candidate for elective office of a state or local government, including, but not limited | |
| to, | any state or local agency, authority, or instrumentality, limited exceptions may apply | |
| depending | on the nature of the office. | |
INSIDER TRADING POLICY
The Firm's Insider Trading Policy applies to every Person subject to this Code and extends to activities within and outside of his/her duties at the Firm. Any questions regarding this policy and procedures should be referred to the Firms Chief Compliance Officer.
| A. | In compliance with Section 204A of the Advisers Act, the Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by |
Code of Ethics
5 December 31, 2016
| the | Firm, on material non-public information or communicating material non-public information | |
| to | others in violation of the law, frequently referred to as "insider trading. | |
| B. | The term "insider trading" is not defined in the federal securities laws, but generally is used to | |
| refer | to the use of material non-public information to trade in Reportable Securities (whether or | |
| not | one is an "insider") or to communicate material non-public information to others. The term | |
| insider | information includes non-public facts about a publicly traded company that may be used | |
| to | a Persons financial advantage when trading shares of the Company, and includes information | |
| about | the firms securities recommendation, and client holdings and transactions. While the law | |
| concerning | insider trading is not static, it is generally understood that the law prohibits: | |
| 1. | Trading by an insider, while in possession of material non-public information; or | |
| 2. | Trading by a non-insider, while in possession of material non-public information, whether the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or | |
| 3. | Communicating material non-public information to others in a breach of fiduciary duty. | |
| C. | Trading on inside information is not a basis for liability unless the information is material. | |
| "Material | information" generally is defined as information for which there is a substantial | |
| likelihood | that a reasonable investor would consider it important in making his/her investment | |
| decisions, | or information that is reasonably certain to have a substantial effect on the price of a | |
| company's | securities whether it is determined factual or spreading a rumor. Information that a | |
| Person | subject to this Code should consider material includes, but is not limited to: dividend | |
| changes, | earnings estimates, changes in previously released earnings estimates, significant merger | |
| or | acquisition proposals or agreements, major litigation, debt service and liquidation problems, | |
| extraordinary | management developments, write-downs or write-offs of assets, additions to | |
| reserves | for bad debts, new product/services announcements, criminal, civil and government | |
| investigations | and indictments. Material information does not have to relate to a companys | |
| business. | For example, material information about the contents of any upcoming newspaper | |
| column | may affect the price of a security, and therefore may be considered material. Disclosure | |
| of | a mutual fund clients trades or holdings or any clients holdings that are not publicly available | |
| may | be considered material information and therefore must be kept confidential. All employees | |
| of | BHMS are subject to the Duty of Confidentiality of this Code. | |
| D. | Information is non-public until it has been effectively communicated to the marketplace. A | |
| Person | must be able to point to some fact to show that the information is generally public. For | |
| example, | information found in a report filed with the SEC, or appearing in the media, internet or | |
| other | publications of general circulation would be considered public. A Person should be | |
| particularly | careful with information received from client contacts at public companies, or | |
| through | their position with BHMS. | |
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6 December 31, 2016
| E. | Each Person must consider the following before trading for themselves or others in the | |
| Reportable | Securities of a company about which that Person has potential inside information: | |
| 1. | Is the information material? Is this information that an investor would consider important in making his/her investment decisions? Is this information that would substantially affect the market price of the Reportable Securities if generally disclosed? | |
| 2. | Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace? | |
| F. | The role of the Firms Chief Compliance Officer is critical to the implementation and | |
| maintenance | of the Firm's policy and procedures against insider trading. If, after consideration of | |
| the | above, a Person believes that the information is material and non-public, or if a Person has | |
| questions | as to whether the information is material and non-public, that Person should take the | |
| following | steps: | |
| 1. | Report the matter immediately to the Firms Chief Compliance Officer or an Executive Director. After the CCO or Executive Director has reviewed the issue, a determination will be made as to trading or restricting the security, and the employee will be instructed to continue the prohibition against communication, or will be allowed to trade and communicate the information. | |
| 2. | Do not purchase or sell the securities on behalf of him/herself or others. The Firm may determine to restrict trading in the security for Access Persons, for the clients portfolios or both. | |
| 3. | Do not communicate the information inside or outside the Firm, other than to the Firms | |
| Chief Compliance Officer or an Executive Director for reporting purposes as stated above. | ||
| G. | The Chief Compliance Officer or an Executive Director may communicate potential insider | |
| information | to outside counsel and compliance/legal personnel at OM Asset Management plc, the | |
| Firms | parent company for consultative purposes. In addition, care should be taken so that such | |
| information | is secure. For example, files containing material non-public information should be | |
| sealed; | access to computer files containing material non-public information should be restricted. | |
| The | Chief Compliance Officer will review and document appropriately each circumstance where | |
| the | possibility of insider information has been reported. | |
DUTY OF CONFIDENTIALITY
Any Person subject to this Code must keep confidential at all times any non-public information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:
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7 December 31, 2016
| A. | Information about clients accounts, including account holdings, recent or pending securities transactions by the clients and investment recommendations or activities of the Portfolio |
| Managers for the clients accounts; | |
| B. | Information about the Firms clients and prospective clients investments and account transactions; |
| C. | Information about other Firm personnel, including private personal information, pay or salary, benefits, position level, performance rating or discipline history among other things; and |
| D. | Information about the Firms financial information, business activities, including new services, products, technologies, and business initiatives. |
The Firms personnel have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information, and to safeguard all confidential information. Our Privacy Policy for safeguarding clients personal information is stated in the Privacy Policy in the Compliance Policies & Procedures. The details for data security and systems are provided in the IT Security Policies & Procedures.
Nothing in this Code precludes any Access Person from contacting, filing a complaint with, providing information to, or cooperating with an investigation conducted by the U.S. Securities and Exchange Commission or any other governmental agency.
PROCEDURES FOR ACCESS PERSONS
In an effort to comply with federal securities regulations and the high standards BHMS has set to avoid potential conflicts of interest, the following procedures have been adopted:
Who Must Comply with these Procedures?
All employees of BHMS and their Family Members must comply with the requirements of this Code. In general, you must report all securities-related accounts for yourself and household members (see Personal
Trading Procedures for Access Persons and Family Members below). In addition to employees, under certain circumstances, other individuals who work with BHMS may also be required to comply with this Code (e.g. non-executive directors of BHMS, temporary workers and consultants). BHMS Compliance will notify such individuals when, and if, they are required to comply.
| A. | General Procedures for Access Persons. As defined by this Code, all employees of the Firm are | |
| identified | as Access Persons and are subject to the following restrictions: | |
| 1. | Prohibition on Accepting and Giving Gifts of More than de Minimis Value. Access Persons are prohibited from accepting or giving any Gift(s) of more than de minimis value under this Code from any Person or entity/organization when the Gifts are in relation to the conduct of the Firms business without pre-approval of the Chief | |
Code of Ethics
8 December 31, 2016
Compliance Officer. Gift reporting must be submitted monthly or at the time a gift is accepted or given using the PTA System or the Gift and Entertainment Form. Questions about this gift policy should be directed to the Chief Compliance Officer. A Gift does not include Business Entertainment.
| a. | The de minimis amount for accepting a gift is $100 per individual recipient and is considered to be the annual receipt of Gifts from the same source valued at up to $100; |
| b. | The de minimis amount for gift giving by the Firm or its employees is $250 per individual recipient and is considered to be the annual giving of Gifts to the same Person valued at up to $250; |
| c. | ERISA and Taft Hartley regulations have specific limitations for Gifts and Entertainment and reporting requirements when Gifts are given. The Chief Compliance Officer should be notified when giving a gift to an ERISA or Taft Hartley client to ensure proper reporting to that client. |
| 2. | Reporting Business Entertainment. Access Persons must report Business Entertainment activity as a participant or provider monthly or at the time it occurs. Extravagant or excessive entertainment is prohibited. Questions about what may be considered extravagant or excessive should be directed to the Chief Compliance Officer or Executive Directors. |
| Any exceptions to this policy must be approved by the Firms Chief Compliance Officer. | |
| Business Entertainment can be reported using the PTA System or the Gift and Entertainment Form. | |
| 3. | Prohibition on Service as a Director or Public Official. Access Persons, including Investment Personnel, are prohibited from serving on the board of directors of any publicly traded company, or any for-profit company, without prior authorization of the Chief Compliance Officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm's clients. Authorization of board service shall be subject to the implementation by the Firm of a "Chinese Wall" or other procedures to isolate such Investment Personnel from making decisions about trading in that company's securities and adequate disclosure of board service must be provided in the Firms Form ADV and other documentation. |
| B. | Personal Trading Procedures for Access Persons and Family Members. As defined by this Code, all employees of the Firm are identified as Access Persons and these procedures extend to accounts of which the Access Person is the beneficial owner or in which he or she has any financial interest or ability to exercise control. These procedures also extend to any account belonging to immediate Family Members (including any relative by blood or marriage) living in the Access Persons household or dependent on the Access Person for financial support. Thus a Person subject to this Code is required to abide by the following procedures: |
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9 December 31, 2016
| 1. | Prohibition on Initial Public Offerings. Persons subject to this Code are prohibited from acquiring securities in an initial public offering or secondary offerings. | |
| 2. | Prohibition on Private Placements. Persons subject to this Code are prohibited from acquiring securities in a private placement without prior approval from the Firms Chief | |
| Compliance Officer. In the event an Access Person receives approval to purchase securities in a private placement, the Access Person must disclose that investment if the company goes public and/or if he/she plays any part in the Firms later consideration of an investment in the issuer. | ||
| 3. | Prohibition on purchasing Old Mutual securities. Persons subject to this Code are prohibited from acquiring securities issued by the Firms parent company OM Asset Management plc, Old Mutual plc or any publicly traded securities of other related or Affiliated Company(s). | |
| 4. | Prohibition on Options. Persons subject to this Code are prohibited from purchasing or selling any option on any security. | |
| 5. | Prohibition on Short-selling. Persons subject to this Code are prohibited from selling any security that the Access Person does not own, or otherwise engaging in short- selling activities. | |
| 6. | Prohibition on Short-term Trading Profits. Persons subject to this Code are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) Reportable Securities within 60 calendar days. Profits realized on such short-term trades are generally subject to disgorgement. | |
| 7. | Prohibition on Short-term Trading of Managed Funds. Persons subject to this Code are prohibited from short-term trading of any Managed Fund shares. For the purpose of the Code short-term trading is defined as a purchase and redemption/sell of a Managed Funds shares within 30 calendar days. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases and/or Voluntary Deferral Plan VDP contributions. | |
| C. | Political Contribution and Charitable Contribution Procedures for Access Persons and | |
| Family | Members. As defined by this Code, all employees of the Firm are identified as Access | |
| Persons | and are subject to the following restrictions: | |
| 1. | Political Contributions to Candidates for state or local office are limited to $350 where | |
| the | Access Person or their Family Member is Eligible to Vote for such candidate. | |
| Contributions | to candidates for state or local office are limited to $150 where the Access | |
| Person | or their Family Member is not entitled to vote for such candidate. |
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10 December 31, 2016
| 2. | Pre-clearance of Political Contributions and Fundraising Activities. All Access Persons and their Family Members must obtain approval in advance from the Chief Compliance Officer before: (i) making any Political Contribution to any state, or local candidate, or official running for state or local office, or candidate for a federal office who is currently a State or Local Official, and, (ii) participating in any Political Fundraising Activities. Political Contributions and Political Fundraising Activity will be approved on a case-by-case basis. Pre-clearance should be obtained prior to making a Political Contribution or participating in a Political Fundraising Activity by completing and submitting a Personal Political Contribution Pre-clearance Form for fundraising activity in the PTA system or Exhibit E. The Chief Compliance Officer will review each request to determine whether the Political Contribution or Political Fundraising Activity is permitted under applicable law and is consistent with this policy. | |
| 3. | Prohibition on Certain Political or Charitable Contributions. Access Persons may not make Political Contributions in the name of the Firm or personally for the purpose of obtaining or retaining advisory contracts with government entities or for any other business purpose. Access Persons also may not consider any of the Firms current or anticipated business relationships as a factor in soliciting or making Political or charitable Contributions. Charitable contributions may be made as part of the Firms formal charitable efforts and not for the purpose of obtaining or retaining advisory contracts with government entities and must be made in the name of the Firm payable directly to the tax-exempt charitable organization. | |
| 4. | Indirect Action by an Access Person. Access Persons are prohibited from doing anything indirectly that, if done directly, would result in a violation of applicable law or this policy. For example, it is a violation of this policy for an Access Person to direct | |
| someone | on their behalf to make a Political Contribution in excess of applicable limits. | |
| D. | Black-out Restrictions for Access Persons and Family Members. All Access Persons and | |
| Family | Members are subject to the following Black-out Period restrictions when their purchases | |
| and | sales of Reportable Securities may coincide with trades by any client of the Firm: | |
| 1. | Purchases and Sales on the Same Day as a Trade by a Client. Access Persons and | |
| Family | Members are generally prohibited from purchasing or selling any Reportable | |
| Security | on the same day that a trade is executed in that same security for a client account. | |
| Reasonable | exceptions may be granted by the Chief Compliance Officer when the trade | |
| does | not appear to affect or harm any client. | |
| 2. | Purchases and Sales Within Three Days Before or Following a Trade by a Client. | |
| Access | Persons and Family Members are generally prohibited from purchasing or selling | |
| any | security within three calendar days before or after the Firm executes a Portfolio | |
| Directional | Trade in the same security. In the event that an Access Person makes a | |
| prohibited | purchase or sale within the three-day period, the Chief Compliance Officer shall | |
| determine | the course of corrective action. |
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11 December 31, 2016
EXEMPTED TRANSACTIONS
Certain prohibitions or Restrictions for Access Persons and Family Members in Sections B. and D. above, do not apply to:
| A. | Purchases or sales affected in any account over which the Person subject to the Code has no direct or indirect Control or beneficial interest as defined in Definitions, Section G. |
| B. | Purchases or sales which are non-volitional on the part of either the Access Person or the Firm; |
| C. | Purchases which are part of an automatic dividend reinvestment plan or an automatic investment plan, such as 401(k) purchases and VDP contributions; and |
| D. | Purchases effected upon the exercise of rights issued by an issuer pro-rata to all holders of a class of its Reportable Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. |
| E. | Purchases and sales in shares of unaffiliated mutual funds, or ETFs. ETF holdings must be reported annually and transactions must be reported quarterly; however, generally they do not require pre-clearance and are exempt from the Prohibition on Short-term Trading Profits. |
| F. | In addition to the above exemptions, the Chief Compliance Officer may make exceptions to the restrictions imposed upon persons subject to the Code on a case-by-case basis, as deemed appropriate by the Chief Compliance Officer, and which appear upon inquiry and investigation to present no reasonable likelihood of harm to any client. |
COMPLIANCE PROCEDURES
| A. | FIS Protegent PTA System. All Access Persons should use the FIS Protegent PTA (PTA) system for general reporting requirements under this Code. Certain transactions may require written pre-clearance and reporting on Reports identified as Code Exhibits A, B, C, D or E, and these forms may be obtained from the Compliance Department. |
| B. | Records of Reportable Securities Transactions. All Access Persons must notify the Firms |
| Chief Compliance Officer if they or a Family Member have opened a Reportable Account during the quarter. Access Persons must direct their brokers to provide the Firms Chief Compliance Officer with duplicate brokerage confirmations of their Reportable Securities transactions and duplicate statements of their Reportable Account(s). |
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12 December 31, 2016
| C. | Pre-clearance of Reportable Securities Transactions. All Access Persons and Family Members | |
| must | receive prior approval from the Firms Chief Compliance Officer, before purchasing or | |
| selling | Reportable Securities. Exclusions to this are: | |
| 1. | Reportable Funds, and ETFs; | |
| 2. | Purchases and sales over which a Person subject to the Code has no direct or indirect influence or control; | |
| 3. | Purchases or sales pursuant to an automatic investment plan; | |
| 4. | Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired, acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; | |
| D. | Open end investment company shares other than Managed Funds. This Code provides a | |
| limited | exception on Reportable Securities from pre-clearance and short-term trading profit | |
| requirements; | securities under this exception include ETFs. (Reportable Funds must be held 30 | |
| days). | ||
| E. | Pre-clearance for Reportable Securities is valid for that trading day. Personal Reportable | |
| Securities | transactions should be pre-cleared using the PTA system or Exhibit D, Personal | |
| Reportable | Securities Transaction(s) Pre-clearance Form. The Chief Compliance Officer may | |
| approve | transactions which appear upon inquiry and investigation to present no reasonable | |
| likelihood | of harm to any client. | |
| F. | Pre-clearance of any transaction in a Managed Fund. All Access Persons and Family | |
| Members | must receive prior written approval from the Firms Chief Compliance Officer, or | |
| Executive | Director(s), before purchasing or selling any Managed Fund. Pre-clearance for | |
| Managed | Funds is valid for that trading day. This pre-clearance requirement does not cover | |
| purchases | and redemptions/sales: (i) into or out of money market funds or short term bond funds; | |
| (ii) | effected on a regular periodic basis by automated means, such as 401(k) purchases and VDP | |
| transactions, | or (iii) 401(k) investment reallocation. | |
| G. | Disclosure of personal holdings, and certification of compliance with the Code of Ethics. All | |
| Access | Persons must disclose to the Firms Chief Compliance Officer all personal Reportable | |
| Securities | holdings at commencement of employment and annually thereafter as of December 31. | |
| Every | Access Person must certify on Exhibit A, Initial Report of Access Persons, or Exhibit B, | |
| Annual | Report of Access Persons, or through the PTA system: | |
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13 December 31, 2016
| 1. | They have read and understand the Code and recognize that they are subject to all | ||
| provisions | of the Code; | ||
| 2. | They have complied with the requirements of the Code and have reported all personal | ||
| Reportable | Securities, holdings in Reportable Funds, and Personal Transactions; | ||
| 3. | Initial holdings report must be made within ten days of hire. | ||
| H. | Reporting Requirements. The Chief Compliance Officer of the Firm will notify each Access | ||
| Person | that he or she is subject to these reporting requirements, will deliver a copy of this Code to | ||
| each | Access Person upon their date of employment and at any time the Code is amended, and will | ||
| train | each Access Person on appropriate compliance matters. The Compliance Department staff | ||
| will | train employees on usage of the PTA system for personal reporting. | ||
| 1. | Reportable Securities managed by a third-party in a discretionary advisory account are | ||
| subject | to the annual reporting requirements contained in this Section and are excluded | ||
| from | certain other provisions of the Code. (This does not exclude IPOs or private | ||
| placements.) | |||
| 2. | Reports, personal trades and holdings, and other information, submitted pursuant to this | ||
| Code | shall be reviewed periodically by the Chief Compliance Officer, kept confidential, | ||
| and | provided only to the Executive Directors of the Firm, our parent companys | ||
| compliance/legal | personnel, Firm counsel or regulatory authorities upon appropriate | ||
| request. | The backup to the Chief Compliance Officer is responsible for reviewing and | ||
| monitoring | the personal securities transactions of the Chief Compliance Officer, and for | ||
| taking | on the responsibilities of the Chief Compliance Officer in her absence. | ||
| 3. | Every Access Person must report to the Chief Compliance Officer all Reportable | ||
| Accounts | currently open at the time of his/her initial employment, and any new | ||
| Reportable | Account (this includes any account belonging to Family Members) opened, | ||
| including | the name of the bank or brokerage, the account number and date the account | ||
| was | opened, and must disclose the new Reportable Account with his/her quarterly | ||
| transaction | report. Information reported on Exhibit A or in the PTA system must be | ||
| current | within at least 45 days of the date of his/her employment. | ||
| 4. | Every Access Person must report to the Chief Compliance Officer of the Firm any/all | ||
| Reportable | Account(s) and any/all personal Securities holdings (this includes any | ||
| account(s) | or holdings belonging to Family Members) at the time of his/her initial | ||
| employment | with the Firm. A report must be made through the PTA system or | ||
| designated | form, Exhibit A, Initial Report of Access Persons, with account statements | ||
| attached | containing the following information: | ||
| a. | Name and principal amount of the Reportable Security and ticker or cusip, number of shares, interest rate, maturity date; | ||
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14 December 31, 2016
| b. | Name and account number of the Reportable Account where the Reportable Security is held; | |
| c. | Name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Persons direct or indirect benefit (account statements may be attached); and | |
| d. | The date the Access Person submits the report. | |
| 5. | Every Access Person must report to the Chief Compliance Officer of the Firm the | |
| information | described in Paragraph 4 of this Section with respect to transactions in any | |
| Reportable | Security in which such Access Person has, or by reason of such transaction | |
| acquires, | any direct or indirect Beneficial Ownership in the Reportable Security. | |
| 6. | Quarterly transaction reports must be made no later than thirty days after the end of the | |
| calendar | quarter in which the transaction was executed. Every Access Person is required | |
| to | submit a report for all periods, including those periods in which no Reportable | |
| Securities | transactions were executed. A report must be made through the PTA system or | |
| designated | form, Exhibit C, Quarterly Report of Access Persons, account statements may | |
| be | attached to the form for reporting purposes, containing the following information: | |
| a. | The Reportable Security name and/or cusip, interest rate, maturity date, the number of shares or bonds and the principal amount of each Reportable Security transacted; | |
| b. | The nature of the transaction (i.e., purchase or sale); | |
| c. | The price at which the transaction was effected; and | |
| d. | The name of the broker, dealer or bank with or through whom the transaction was effected. Trade confirmations of all personal transactions and copies of periodic Reportable Account statements may be attached to Exhibit C to fulfill the reporting requirement. | |
| e. | The name of the broker, dealer or bank with whom the Access Person established a new Reportable Account during the period, the date the account was established. | |
| f. | The date of the transaction(s) and, if different, the date that the report is submitted by the Access Person. | |
| 7. | Every Access Person must report to the Chief Compliance Officer of the Firm all | |
| Political | Contributions (this includes contributions made by Family Members) described | |
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15 December 31, 2016
| in Restrictions for Access Persons, Section C. of this Code made during the quarter, including Political Contributions made by their Family Members. A report must be made in the PTA System or Exhibit E, Political Contribution Pre-clearance Form. | ||
| 8. | Every Access Person must report gifts accepted or given, and/or business entertainment as a participant or provider, using the PTA System or the Gift & Entertainment Report. | |
| Gifts and entertainment must be reported monthly or upon each occurrence. | ||
| 9. | The Compliance Department staff and/or Chief Compliance Officer shall periodically review the reports provided by the Firms Access Persons. Review will include personal transactions and brokerage activity provided via the data feed into PTA, personal brokerage statements and holdings, and Political Contributions, among other things. | |
| I. | Conflict of Interest. Every Access Person must notify the Chief Compliance Officer of any | |
| personal | conflict of interest relationship which may involve the Firm's clients, such as the | |
| existence | of any economic relationship between their transactions and Reportable Securities held | |
| or | to be acquired by any clients account of the Firm. Such notification will occur in the pre- | |
| clearance | process or immediately upon becoming aware of the conflict. | |
| J. | The Chief Compliance Officer must implement and enforce the Code, maintain copies of the | |
| Code, | keep records of Code violations, and maintain records of Access Persons reports as | |
| required | by the Code. | |
| K. | A member of the Compliance Department is named as the backup Compliance Officer in the | |
| absence | of the Chief Compliance Officer; other compliance personnel may be designated to | |
| perform | certain functions of the CCO in her absence. The backup compliance officer may | |
| perform | all duties of the CCO in her absence, as defined in the Code, and must report to the CCO | |
| any | disclosed conflicts or violations that may have occurred in her absence. | |
REPORTING OF VIOLATIONS
| A. | Any Access Person of the Firm who becomes aware of a violation of (i) this Code of Ethics, (ii) the Firms Compliance Policies & Procedures, (iii) the Governing Policies, (iv) the IT Security Policies & Procedures, (v) the OMAM Affiliate Level Policies or (vi) other internal policies or procedures must promptly report such violation to the Chief Compliance Officer or an Executive Director. This reporting requirement includes self-reporting when an employee discovers he/she has violated an internal policy or reporting other violations of the Firms internal policies. |
| B. | The Chief Compliance Officer may make reasonable exceptions to the restriction imposed upon Access Persons on a case-by-case basis as deemed appropriate by the Chief Compliance Officer. |
| C. | The Firms Chief Compliance Officer must report to the Executive Directors or Board of Managers all material violations of this Code or the Firms Compliance Policies & Procedures |
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16 December 31, 2016
| and the reporting requirements thereunder. Material violations may be reported to the Chief Compliance Officer of any Managed Fund client, as required. | |
| D. | The Executive Directors and Chief Compliance Officer will consider reports made to the Board and determine what sanctions, if any, should be imposed. |
REPORTING TO THE BOARD OF MANAGERS
The Firms Chief Compliance Officer will prepare an annual report relating to this Code to the board of Managed Funds, upon their request. Such annual report will:
| A. | Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year; |
| B. | Identify any violations requiring significant remedial action during the past year; and |
| C. | Identify any recommended changes in the existing restrictions or procedures based upon the Firm's experience under its Code, evolving industry practices or developments in applicable laws or regulations. |
SANCTIONS
| A. | Upon discovering a violation of this Code by an Access Person or Family Member, the Chief | |
| Compliance | Officer and/or Executive Directors may impose such sanctions as they deem | |
| appropriate, | including, among other things: | |
| 1. | Disgorgement: The Firm generally requires that profits realized on transactions made in violation of the Codes prohibitions be disgorged. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts. | |
| 2. | Extended Holding Period: Purchases made during the black-out period may be prohibited from selling the security for six months. | |
| 3. | Unwinding the transaction: Purchases or sales made during the black-out period may be required to be reversed and any profit may be disgorged. | |
| B. | The Pay-to-Play Rule imposes a two-year ban on an advisers ability to receive compensation for | |
| advisory | services if the Firm or certain of its Covered Associates makes certain Political | |
| Contributions | to a State or Local Official over the de minimus amount. | |
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17 December 31, 2016
| C. | For sanctions imposed, a memo of correction, suspension or termination of employment will be retained according to the Code of Ethics records retention requirement. This includes violations committed by a Family Member. |
RETENTION OF RECORDS
| A. | Code of Ethics Records. This Code (and prior versions in effect during the past seven years), a copy of the reports made by each Access Person, each memorandum made by the Firms Chief Compliance Officer, and a record of any violation and any action taken as a result of such violation, must be maintained by the Firm for a minimum of seven years. |
| B. | Political Contribution Records. A list of: (i) all Access Persons, (ii) all government entities to which the Firm provides or has provided investment advisory services or which are or were investors in any covered investment pool to which the Firm has provided services in the past five years, (iii) all direct or indirect Political Contributions made by any Access Person to an official of a Government Entity, or direct or indirect payments to a political party of a state or political subdivision thereof, or to a PAC, and (iv) the name and business address of each regulated Person to whom the Firm provides or agrees to provide, directly or indirectly, payment to Solicit a Government Entity for Investment Advisory Services on its behalf. Records relating to the Political Contributions must be listed in chronological order and must indicate: (i) the name and title of each contributor, (ii) the name and title of each recipient of a Political Contribution, (iii) the amount and date of each Political Contribution, and (iv) whether any such Political Contribution was the subject of the exception for returned Political Contributions. |
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Exhibit A
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC CODE OF ETHICS
INITIAL REPORT OF ACCESS PERSONS
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC (BHMS), I certify:
| 1. | I acknowledge receipt of the Code of Ethics for BHMS. |
| 2. | I have read, understand and recognize that I am subject to the Code as an Access Person. |
| 3. | Except as noted below, I have no knowledge of the existence of any personal conflict of |
| interest relationship which may involve the Firm, | such as any economic | relationship | between my | |
| transactions and Securities held or to be acquired by BHMS or any of its portfolios. | ||||
| 4. | As of the date below I and/or a Family Member had a direct or indirect ownership in the | |||
| following Reportable Securities (brokerage or financial statements may be attached): | ||||
| TYPE OF | ||||
| INTEREST | ||||
| SECURITY NAME/TYPE/TICKER/CUSIP | NUMBER OF | PRINCIPAL | (DIRECT OR | |
| INTEREST RATE & MATURITY DATE | SHARES | VALUE | INDIRECT) | |
Exhibit A
5. I and/or a Family Member have the following Reportable Accounts open and have
directed the bank or brokerage to send duplicate confirmations and statements to BHMS:
| TYPE OF INTEREST | ||
| NAME OF FIRM | (DIRECT OR INDIRECT) |
| 6. | I and/or a Family Member have made the following Political Contributions in the | ||
| previous 2 years: | |||
| TYPE OF | |||
| POLITICAL | |||
| DATE OF | ACTIVITY/ | ||
| NAME OF CANDIDATE | CONTRIBUTION | CONTRIBUTION | |
Date:
Signature: Print Name: Title:
Employer: BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Date:
Signature:
Firms Chief Compliance Officer
Exhibit B
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC, (BHMS), I certify:
| 1. | I have read, understand and recognize that I am subject to the Code as an Access Person. |
| 2. | During the year ended December 31, 20___, I have complied with the reporting |
requirements of the Code regarding personal transactions I and/or a Family Member have executed.
3. I have not disclosed confidential information of the Firm to any Persons outside BHMS or OMAM, except where it was required for the execution of the Firms business.
4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by BHMS or any of its portfolios.
| 5. | During the year I have abided by the requirements of BHMS Code of Ethics. |
| 6. | As of December 31, 20___, I and/or a Family Member had a direct or indirect Beneficial |
Ownership in the following Reportable Securities:
| TYPE OF | |||
| INTEREST | |||
| SECURITY NAME/TYPE/TICKER/CUSIP | NUMBER OF | PRINCIPAL | (DIRECT OR |
| INTEREST RATE & MATURITY DATE | SHARES | VALUE | INDIRECT) |
Exhibit B
7. I and/or a Family Member have the following Reportable Accounts open and I have
directed the bank or brokerage firm to send duplicate confirmations and statements to BHMS:
| TYPE OF INTEREST | ||
| NAME OF FIRM | (DIRECT OR INDIRECT) |
Date:
Signature: Print Name: Title:
Employer: BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Date:
Signature:
Firms Chief Compliance Officer
| Exhibit C | |||||||
| BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | |||||||
| QUARTERLY REPORT OF ACCESS PERSONS | |||||||
| TRANSACTIONS REPORT | |||||||
| For the Calendar Quarter Ended: | |||||||
| To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC: | |||||||
| 1. | During the quarter identified above, the following transactions were made in Reportable | ||||||
| Securities and are required to be reported under the BHMS Code of Ethics: | |||||||
| NATURE OF | |||||||
| DATE OF | NUMBER | DOLLAR | BROKER/ | ||||
| TRANSACTION | |||||||
| SECURITY NAME/TYPE/TICKER/CUSIP | TRANS- | OF | AMOUNT OF | (Purchase, Sale, | DEALER OR | ||
| INTEREST RATE & MATURITY DATE | ACTION | SHARES | TRANSACTION | Other) | PRICE | BANK NAME | |
| 2. | During the quarter identified above, the following Reportable Accounts were opened with | ||||||
| direct or indirect beneficial ownership, and are required to be reported under the Code. | |||||||
| TYPE OF INTEREST | |||||||
| NAME OF FIRM | (DIRECT OR INDIRECT) | DATE ACCOUNT OPENED | |||||
| Exhibit C | |||
| 3. | During the quarter identified above, the following Political Contributions were made, and | ||
| are required to be reported under the Code. | |||
| TYPE OF POLITICAL | |||
| DATE OF | ACTIVITY/ | ||
| NAME OF CANDIDATE | CONTRIBUTION | CONTRIBUTION | |
4. Except as noted below, I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Firm, such as any economic relationship between my transactions and securities held or to be acquired by the Firm or any of its portfolios.
5. During the quarter I have abided by the requirements of BHMS Code of Ethics
Date:
Signature:
Print Name:
Title:
Employer: BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Date:
Signature:
Firms Chief Compliance Officer
Exhibit D
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC ACCESS PERSONS
PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM
(See Code of Ethics, Restrictions for Access Persons, Section D)
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:
| Pre-clearance is requested for the following proposed transactions: | |||||||
| BROKER | |||||||
| NATURE | /DEALER | ||||||
| DOLLAR | OR BANK | ||||||
| OF | PRICE | ||||||
| NUMBER | AMOUNT | THROUGH | AUTHORIZED | ||||
| TRANSACTION | (or | ||||||
| SECURITY NAME/TYPE/TICKER/CUSIP | OF | OF | (Purchase, Sale, | Proposed | WHOM | ||
| INTEREST RATE & MATURITY DATE | SHARES | TRANSACTION | Other) | Price) | EFFECTED | YES | NO |
Date:
Signature:
Print Name:
Title:
Employer: BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Date:
Signature:
Firms Chief Compliance Officer
Exhibit E
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC ACCESS PERSONS
PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM
(See Code of Ethics, Restrictions for Access Persons, Section C.2)
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:
Pre-clearance is requested for the following proposed Political Contribution(s):
| IS COVERED | ||||||
| PERSON | ||||||
| WHAT OFFICE IS | ELIGIBLE TO | AUTHORIZED | ||||
| STATE AND COUNTY | CANDIDATE | VOTE FOR | ||||
| NAME OF CANDIDATE | AMOUNT | OF ELECTION | SEEKING? | CANDIDATE? | YES | NO |
Date:
Signature:
Print Name:
Title:
Employer: BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Date:
Signature:
Firms Chief Compliance Officer
Appendix C
Employee Acknowledgement
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
COMPLIANCE POLICIES & PROCEDURES
INITIAL REPORT OF ACCESS PERSONS
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:
1. I hereby acknowledge receipt of a copy of the Compliance Policies & Procedures document for Barrow, Hanley, Mewhinney & Strauss, LLC.
2. I have read and understand the Policies & Procedures and recognize that I am subject thereto in the capacity of Access Persons, as defined in the Code of Ethics.
Date:
Signature:
PrintName:
Date:
Signature:
(Chief Compliance Officer)
BARROW, HANLEY, MEWHINNEY & STRAUSS
Appendix C
Employee Acknowledgement
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
COMPLIANCE POLICIES & PROCEDURES
ANNUAL REPORT OF ACCESS PERSONS
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:
1. I hereby acknowledge receipt of a copy of the Compliance Policies & Procedures document for Barrow, Hanley, Mewhinney & Strauss, LLC.
2. I have read and understand the Policies & Procedures and recognize that I am subject thereto in the capacity of Access Persons, as defined in the Code of Ethics.
Date:
Signature:
PrintName:
Date:
Signature:
(Chief Compliance Officer)
BARROW, HANLEY, MEWHINNEY & STRAUSS
ArrowMark Partners, LLC
(ArrowMark)
&
Meridian Funds, Inc
(Meridian)
Code of Ethics
April 2017
INTRODUCTION
The policy of ArrowMark is to avoid any conflict of interest, or the appearance of any conflict of interest, between the interests of its clients and the interests of ArrowMark, its officers, directors and employees. This Code of Ethics (the Code) is based on the principle that ArrowMark owes a fiduciary duty to any person or institution it serves as an adviser or sponsor to ensure that the personal securities transactions of the firms and their employees do not interfere with, or take unfair advantage of, their relationship with clients.
Rule 204A-1 under the Investment Advisers Act of 1940 (Advisers Act) and Section l7(j) of the
Investment Company Act of 1940 (the 1940 Act) and Rule l7j-1 thereunder are intended to address the potential conflicts arising from the personal investment activities of advisory and investment company personnel. This Code has been adopted by ArrowMark and Meridian to meet those concerns and legal requirements.
The Code also addresses procedures designed to prevent the misuse of inside information by ArrowMark and persons subject to this Code. The business of ArrowMark depends on investor confidence in the fairness and integrity of the securities markets. Insider trading poses a significant threat to that confidence. Trading securities on the basis of inside information or improperly communicating that information to others may expose ArrowMark or its employees to stringent penalties.
The Code is drafted broadly; it will be applied and interpreted in a similar manner. You may legitimately be uncertain about the application of the Code in a particular circumstance. ArrowMark encourages each of you to raise questions regarding compliance. Often, a single question can forestall disciplinary action or complex legal problems.
The Code applies to all ArrowMark employees, directors and officers unless otherwise noted in particular sections. Each person subject to the Code (other than Independent Trustees) must acknowledge that he or she has received, read and agrees to be bound by the Code. Any questions with respect to this Code of Ethics should be directed to ArrowMarks CCO, Rick Grove. As discussed in greater detail below,
Employees must promptly report any violations of the Code of Ethics to the CCO. All reported Code of Ethics violations will be treated as being made on an anonymous basis.
Definitions
The following defined terms are used throughout this Code of Ethics:
| 1. | 34 Act Securities Exchange Act of 1934 |
| 2. | 33 Act Securities Act of 1933 |
| 3. | Access Person An Access Person is an Employee/Supervised Person who has access to non- public information regarding any Clients trading or any Reportable Funds holdings, who is involved in making securities recommendations to Clients, or who has access to non-public securities recommendations. |
| 4. | Advisers Act Investment Advisers Act of 1940 |
| 5. | Automatic Investment Plan - A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. |
| 6. | Beneficial Ownership - As set forth under Rule 16a-1(a)(2), determines whether a person is subject to the provision of Section 16 of the 34 Act, and the rules and regulations thereunder, which generally encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect pecuniary interest (i.e., some economic benefit) from the ownership of a security. This may also include securities held by members of an Employees immediate family sharing the same household; provided however, this presumption may be rebutted. The term immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and includes adoptive relationships. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the securities to which the report relates. |
| 7. | CCO Rick Grove, Chief Compliance Officer |
| 8. | Client - ArrowMarks separate accounts, unregistered investment funds and registered investment companies. |
| 9. | Schwab Compliance Technologies, Inc. (SchwabCT) On-line compliance management application used to manage employee disclosures, employee personal trading and certain reporting requirements. SchwabCT can be accessed at https://client.schwabct.com. |
| 10. | Employees Officers, directors and employees of ArrowMark. |
| 11. | Executive Management David Corkins, Karen Reidy and Minyoung Sohn. |
| 12. | Federal Securities Laws Means the 33 Act, 34 Act, the Sarbanes-Oxley Act of 2002, IC Act, Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury. |
| 13. | Front-Running A practice generally understood to be investment advisory personnel personally |
| trading | ahead of a pending trade for client accounts. |
| 14. | Investors Limited partners and/or shareholders in ArrowMark funds. |
| 15. | IC Act Investment Company Act of 1940 |
| 16. | IPO An Initial public offering is an offering of securities registered under the 33 Act, the issuer |
| of | which, immediately before the registration, was not subject to the reporting requirements of |
| section | 13 or 15(d) of the 34 Act. |
| 17. | Independent Trustee. A trustee of an open-end or closed-end fund which is an Investment |
| Company | Client who is not an interested person of the open-end or closed-end fund within the |
| meaning | of Section 2(a)(19) of the 1940 Act. |
| 18. | Insider Trading Although not defined in securities laws, insider trading is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law. |
| 19. | Limited Offering An offering that is exempt from registration under the 33 Act pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505, or 506 of Regulation D. |
| 20. | Material Information Information for which there is a substantial likelihood that an investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a companys securities. |
| 21. | Mutual Funds Meridian Growth Fund, Meridian Contrarian Fund, Meridian Equity Income Fund and Meridian Small Cap Fund. |
| 22. | Non-Public Information Information that has not been available to the investing public. |
| 23. | Non-Public Personal Information Personally identifiable financial information, including any information a client provides to obtain a financial product or service; any information about a client resulting from any transaction involving a financial product or service; or any information otherwise obtained about a client in connection with providing a financial product or service to that client; and any list, description, or other grouping of clients (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information. Examples of Non-public Personal Information include: name, address, phone number (if unlisted), social security and tax identification numbers, financial circumstances and income, and account balances. |
| 24. | Private Funds Unregistered privately offered funds sponsored or managed by ArrowMark. |
| 25. | Reportable Security Any Security (including ETFs), with five (5) exceptions: 1) Transactions and holdings in direct obligations of the Government of the United States; 2) Money market instruments bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; 3) Shares of money market funds; 4) Transactions and holdings in shares of other types of mutual funds, unless the adviser or a control affiliate acts as the investment adviser or principal underwriter for the fund; and 5) transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual funds. |
| 26. | RIC An investment company registered under the IC Act |
| 27. | Scalping A practice generally understood to be investment advisory personnel personally |
| benefiting | from small gains in short-term personal trades in securities being traded in advisory |
| accounts. | |
| 28. | Security Means any note, stock, treasury stock, security future, bond, debenture, evidence of |
| indebtedness, | certificate of interest or participation in any profit-sharing agreement, collateral-trust |
| certificate, | preorganization certificate or subscription, transferable share, investment contract, |
| voting-trust | certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, |
| or | other mineral rights, any put, call, straddle, option, or privilege on any security (including a |
| certificate | of deposit) or on any group or index of securities (including any interest therein or based |
| on | the value thereof), or any put, call, straddle, option, or privilege entered into on a national |
| securities | exchange relating to foreign currency, or, in general, any interest or instrument |
| commonly | known as a "security", or any certificate of interest or participation in, temporary or |
| interim | certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any |
| of | the foregoing. |
| 29. | Supervised Person Any partner, officer, director (or other person occupying a similar status or |
| performing | similar functions), or employee of ArrowMark, or other person who provides |
| investment | advice on behalf of ArrowMark and is subject to ArrowMarks supervision and control. |
GENERAL STANDARDS
The Code is predicated on the principle that ArrowMark owes a fiduciary duty to its clients. 1 Accordingly, Employees must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of clients. At all times, ArrowMark will:
- Place client interests ahead of ArrowMarks As a fiduciary, ArrowMark will serve in its clients best interests. In other words, Employees may not benefit at the expense of advisory clients. This concept is particularly relevant when Employees are making personal investments in securities traded by advisory clients.
-
Engage in personal investing that is in full compliance with ArrowMarks Code of Ethics
Employees must review and abide by ArrowMarks Personal Securities Transaction and Insider Trading Policies. - Avoid taking advantage of your position Employees must not accept investment opportunities, gifts or other gratuities from individuals seeking to conduct business with ArrowMark, or on behalf of an advisory client, unless in compliance with the Gift Policy below.
-
Maintain full compliance with the Federal Securities Laws Employees must abide by the standards set forth in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the IC Act. In addition, ArrowMark's employees who are Officers of a RIC must also abide by the Funds Officer
Code of Conduct that is established by the investment company.
Risks
In developing this policy and procedures, ArrowMark considered the below material risks associated with administering the Code.
- Access person engages in various personal trading practices that wrongly make use of non-public information resulting in harm to clients or unjust enrichment to accessperson. (These practices include trading ahead of clients and passing non-public information on to spouses and other persons over whose accounts the access person has control.)
- Access persons are able to cherry pick clients' trades and systematically move profitable trades to a personal account and let less profitable trades remain in clients accounts.
- One or more Employees engage in an excessive volume of personal trading (as determined by the CCO) that detracts from their ability to perform services for clients.
- Employees take advantage of their position by accepting excessive gifts or other gratuities (including access to IPO investments or early stage investments) from individuals seeking to do business with ArrowMark.
- The personal trading of Employees does not comply with certain provisions of Rule 204A-1 under the Advisers Act (and Rule 17j-1 of the IC Act).
- Access persons are not aware of what constitutes insider information.
- Employees serve as trustees and/or directors of outside organizations. (This could present a conflict in a number of ways; for example, if ArrowMark wants to recommend the organization for investment or if the organization is one of its service providers.)
The following guidelines have been established to effectuate and monitor this Code of Ethics.
| 1 | S.E.C. v. Capital Gains Research, Inc., 375 U.S. at 191-192 (1963). |
Guiding Principles & Standards of Conduct
All Employees will act with competence, dignity and integrity, in an ethical manner, when dealing with clients, the public, prospects, third-party service providers and fellow Employees. The following set of principles frame the professional and ethical conduct that ArrowMark expects from its Employees:
- Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, Employees, colleagues in the investment profession, and other participants in the global capital markets;
- Place the integrity of the investment profession, the interests of clients, and the interests of ArrowMark above ones own personal interests;
- Adhere to the fundamental standard that you should not take inappropriate advantage of your position;
- Avoid and disclose any actual or potential conflict of interest;
- Conduct all personal securities transactions in a manner consistent with this policy;
- Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities;
- Practice and encourage others to practice in a professional and ethical manner that will reflect favorably on you and the profession;
- Promote the integrity of, and uphold the rules governing, capital markets;
- Maintain and improve your professional competence and strive to maintain and improve the competence of other investment professionals; and
- Comply with applicable provisions of the federal securities laws.
Independent Directors of Meridian Fund, Inc.
Notwithstanding any other provisions hereof, Independent Directors of Meridian are not subject to the trading restriction or reporting requirements. However, an Independent Director would be subject to the trading restrictions and reporting requirements if the Independent Director knew or, in the ordinary course of fulfilling his or her official duties as a trustee, should have known that during the 15-day period immediately preceding or after the date of the director's transaction in a security that such security was or was to be purchased or sold by a Mutual Fund or such purchase or sale was considered by the Mutual Fund.
Non-supervised individuals
On occasion, ArrowMark will share office space with individuals that are not employed by ArrowMark. Such individuals will not have access to the file servers or secure file rooms. In such circumstances, the individual will enter into a non-disclosure agreement with ArrowMark and provide quarterly representations certifying that they have not violated the spirit of the code of ethics among other things.
Temporary employees performing administrative services will not be subject to the trading restrictions and reporting requirements under the Code of Ethics.
PERSONAL SECURITY TRANSACTION POLICY
Employees may not purchase or sell any security in which the Employee has a beneficial ownership unless the transaction occurs in an exempted security or the Employee has complied with the Personal Security Transaction Policy set forth below.
Schwab Compliance Technologies, Inc. (SchwabCT)
ArrowMark utilizes SchwabCT to manage employee disclosures, employee personal trading and other reporting requirements. SchwabCT is an automated, cloud-based technology solutions for a full range of employee-monitoring tasksincluding personal trade monitoring; management of affirmations, disclosures, and compliance activities; a case management tool to help keep compliance projects on track; and gifts, entertainment, and contributions tracking. Proactive trade-blocking capabilities block prohibited trades before theyre placed and alert compliance staff when theyre attempted. Employee-monitoring technology which automates pre-clearance and transaction review, gift and contribution logs, and email alerts for employees.
All related reporting and approval forms are located on the SchwabCT portal. Access the portal by clicking on the below link.
https://client.schwabct.com
Pre-Clearance Procedures
Employees must have clearance for all personal securities transactions before completing the transactions.
ArrowMark reserves the right to disapprove any proposed transaction that may have the appearance of improper conduct.
Employees must receive approval for personal trades from the CCO or his designee by submitting a trading request in SchwabCT under the "Pre-clearance Approval" section. Once pre-clearance is granted to an Employee, such pre-clearance will remain valid for two (2) business days following the date of the approval.2 If the Employee wishes to transact in that security after the lapse of the two (2) day window, he or she must again obtain pre-clearance from the CCO or his designee. Unless otherwise noted, no pre-clearance is required for transactions taking place in the exempted securities noted below.
Employees must request approval for all personal trades in Meridian Funds, ETFs, IPOs and private placements. Open-end funds for which ArrowMark is not the investment adviser or sub-adviser are considered exempt securities.
Reportable and Exempt Securities
Employees are required to provide periodic reports (See Reporting section below) regarding transactions and holdings in any security (i.e. a Reportable Security), except for the following:
- Direct obligations of the Government of the United States;
- Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
2 Employees may preclear a reportable transaction at a specified price (i.e. a limit order) and the outstanding order may be good until canceled by the Employee. In such instances, the transaction may occur on a day other than the two day trading window in which the preclearance is granted. If the Employee alters any aspect of the order (most notably the limit price), the Employee must again seek pre-clearance for the transaction. These types of transactions must be reported on a quarterly basis similar to all of the Employees other reportable transactions.
- Shares issued by money market funds;
- Interests in 529 college savings plans other than those managed by ArrowMark or including the Meridian Mutual Funds;
- Shares issued by open-end funds other than mutual funds advised or sub-advised by ArrowMark; and
- Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Meridian Mutual Funds.
Commodities, futures and options traded on a commodities exchange, including currency futures are not considered securities. However, futures and options on any group or index of securities shall be considered securities.
Employees may have a beneficial interest in accounts managed by ArrowMark under an investment management agreement. Such accounts must comply with the reporting requirements of the Code but are exempt from the below trading restriction.
Trading Restrictions
No Employee shall engage in a personal securities transaction in a security which the person knows or has reason to believe (i) is currently being purchased or sold (i.e., a pending buy or sell order), (ii) has been purchased or sold for a client within the last seven (7) calendar days, or (iii) is being considered for imminent purchase or sale by a client, until that clients transactions have been completed or consideration of such transactions has been abandoned. A security will be treated as under consideration for a client, if the portfolio manager or investment team responsible for the management of the account of that client intends to purchase or sell the security in the next seven (7) calendar days. Employee-Related Accounts, accounts managed for principals, employees and their families are not subject to the 7 day restriction provided they trade in-line with other similarly managed accounts.
Beneficial Ownership
Employees are considered to have beneficial ownership of securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.
The following are examples of indirect pecuniary interests in securities:
-
Securities held by members of Employees immediate family sharing the same household.
Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included; - Employees interests as a general partner in securities held by a general or limited partnership; and
- Employees interests as a manager/member in the securities held by a limited liability company.
Employees do not have an indirect pecuniary interest in securities held by entities in which they hold an equity interest unless they are a controlling equity holder or they share investment control over the securities held by the entity.
The following circumstances constitute beneficial ownership by Employees of securities held by a trust:
- Ownership of securities as a trustee where either the Employee or members of the Employees immediate family have a vested interest in the principal or income of the trust;
- Ownership of a vested beneficial interest in a trust; and
- An Employees status as a settlor/grantor of a trust, unless the consent of all of the beneficiaries is required in order for the Employee to revoke the trust.
Reporting
In order to provide ArrowMark with information to enable it to determine with reasonable assurance any indications of Scalping, Front-Running or the appearance of a conflict of interest with the trading by ArrowMark clients, each Employee shall submit the following reports in the forms attached hereto (or equivalent reports) to the CCO showing all transactions in securities in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership except for exempt transactions listed in the section below entitled Exceptions from Reporting Requirements.
EMPLOYEES ARE REMINDED THAT THEY MUST ALSO REPORT TRANSACTIONS BY MEMBERS OF THE EMPLOYEES IMMEDIATE FAMILY
INCLUDING SPOUSE, CHILDREN AND OTHER MEMBERS OF THE HOUSEHOLD IN ACCOUNTS OVER WHICH THE EMPLOYEE HAS DIRECT
OR INDIRECT INFLUENCE OR CONTROL.
Initial and Annual Holdings Reports
New Employees are required to report all of their personal securities holdings not later than 10 days after the commencement of their employment. All brokerage accounts must be entered into SchwabCT and appropriately authenticated. Duplicate brokerage statements or data feeds into SchwabCT may serve this purpose unless determined otherwise by the CCO. The initial holdings report must be current as of a date not more than 45 days prior to the date the person becomes subject to this Code.
Existing Employees are required to provide a complete list of securities holdings on an annual basis. Duplicate brokerage statements or data feeds into SchwabCT may serve this purpose unless determined otherwise by the CCO.
Each holdings report (both the initial and annual) must contain, at a minimum: (a) the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Employee has any direct or indirect beneficial ownership; (b) the name of any broker, dealer or bank with which the Employee maintains an account in which any securities are held for the Employee's direct or indirect benefit; and (c) the date the Employee submits the report. In the event that Employee submits brokerage or custodial statements or data feeds into SchwabCT to satisfy the initial and/or annual holdings report requirement, Employee must be certain that such statements include the information listed above.
AS NOTED ABOVE, EMPLOYEES MUST REPORT THE NAME OF ANY BROKER, DEALER OR BANK WITH WHICH THE EMPLOYEE MAINTAINS AN ACCOUNT IN WHICH ANY SECURITIES ARE HELD
FOR THE EMPLOYEES DIRECT OR INDIRECT BENEFIT. PLEASE NOTE THAT THIS REQUIREMENT DOES NOT PROVIDE FOR ANY
EXEMPTIONS TO THE DEFINITION OF A SECURITY. THUS, IF
EMPLOYEES HAVE A BENEFICIAL INTEREST IN A NON-REPORTABLE SECURITY IN AN ACCOUNT THAT HAS NOT
PREVIOUSLY BEEN REPORTED, THE NAME OF THE BROKER, DEALER OR BANK WHERE THESE ACCOUNTS ARE MAINTAINED
MUST BE REPORTED.
Duplicate Copies
In order to help ensure trading activity is received, Employees will be required to provide direct links to brokerage accounts within SchwabCT. This may require entering your user name and password for such account. Duplicate brokerage confirmations may also be requested via an ArrowMark request letter to each bank, broker or dealer maintaining an account on behalf of the Employee.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, EMPLOYEES MAY CHOOSE TO INSTRUCT THEIR BROKER-DEALER TO
PROVIDE DIRECTELY TO ARROWMARK (1) DUPLICATE BROKERAGE
STATEMENTS AND/OR (2) DUPLICATE TRADING CONFIRMATIONS FOR ALL TRADES (OF ANY AND ALL TYPES WHATSOEVER) BE SUBMITTED AS
THEY ARE PROCESSED, IN FULFILLMENT OF THE QUARTERLY
TRANSACTION REPORTING OBLIGATIONS SET FORTH IN THIS POLICY, PROVIDED HOWEVER THAT TRADING IN ANY SECURITIES THAT ARE NOT
REFLECTED IN THE STATEMENTS AND/OR CONFIRMATIONS SET FORTH ABOVE MUST BE PROVIDED IN THE FORMAT, TIME AND MANNER SET
FORTH BELOW.
Quarterly Transaction Reports
Employees shall be required to provide a direct data link within SchwabCT. Employees may also be required to instruct their broker-dealers to send to ArrowMark duplicate broker trade confirmations and/or account statements. If an Employees trades do not occur through a broker-dealer Employees shall be required to instruct their broker-dealers to send to ArrowMark duplicate broker trade confirmations and/or account statements of the Employee. If an Employees trades do not occur through a broker-dealer (i.e., purchase of a private investment fund), such transactions shall be reported separately on the quarterly personal securities transaction report found in SchwabCT. The quarterly transaction reports shall contain at least the following information for each transaction in a Reportable Security in which the Employee had, or as a result of the transaction acquired, any direct or indirect beneficial ownership3: (a) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved; (b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (c) the price of the Reportable Security at which the transaction was effected; (d) the name of the broker, dealer or bank with or through which the transaction was effected; and (e) the date that the report is submitted.
Employees shall also report on a quarterly basis, not later than 30 days after the end of the calendar quarter, the name of any account established by the Employee during the quarter in which any securities were held during the quarter for the direct or indirect benefit of the Employee, the date the account was established, and the date the report was submitted.
Exceptions from Reporting Requirements
An Employee is not required to submit: 1) a transaction or initial and annual holdings report with respect to securities held in accounts over which the Employee had no direct or indirect influence or control (i.e., any transactions occurring in an account that is managed on a fully-discretionary basis by an unaffiliated money manager and over which such employee has no direct or indirect influence or control), and 2) a transaction report with respect to transactions effected pursuant to an Automatic Investment Plan. The CCO will determine on a case-by-case basis whether an account qualifies for either of these exceptions. In addition, from time to time, the CCO may exempt certain transactions on a fully documented trade-by-
3 Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.
trade basis. All accounts for which an Employee does not have any direct or indirect influence or control over must be reported on appropriate disclosure form found in SchwabCT.
Trading and Review
ArrowMark strictly forbids Front-Running client accounts, which is a practice generally understood to be Employees personally trading ahead of a pending client transactions. The CCO will monitor Employees investment patterns to detect these abuses. Jill Jepson or Jennifer Chaney will monitor the CCOs personal securities transactions for compliance with the Personal Security Transaction Policy.
Employee trading activity will be reviewed against the firms trading activity to identify and abuses. In addition, ArrowMark may question, though does not prohibit, trading activity reported by Employees within the most recent 15 days in which a security or option, not limited to the same direction of trade, is or has been held for by a RIC.
The reason for the post transaction review process is to ensure that ArrowMark has developed procedures to supervise the activities of its associated persons. The comparison of Employee trades to those of advisory clients will identify potential conflicts of interest or the appearance of a potential conflict.
If its discovered that an Employee is personally trading contrary to the policies set forth above, the Employee shall meet with the CCO or Executive Management to review the facts surrounding the transactions. This meeting shall help determine the appropriate course of action.
Reporting Violations and Remedial Actions
ArrowMark takes the potential for conflicts of interest caused by personal investing very seriously. As such, all Employees are required to promptly report any violations of the Code of Ethics to the CCO. You may also report any concerns anonymously via the Confidential Reporting Form located on the SchwabCT site. ArrowMarks management is aware of the potential matters that may arise as a result of this requirement, and shall take action against any Employee that seeks retaliation against another for reporting violations of the Code of Ethics.
If any violation of our Personal Security Transaction Policy is determined to have occurred, the CCO may impose sanctions and take such other actions as he deems appropriate, including, without limitation, requiring that the trades in question be reversed, requiring the disgorgement of profits or gifts, disgorgement of profits in excess of the execution price received by the Client, issuing a letter of caution or warning, issuing a suspension of personal trading rights or suspension of employment (with or without compensation), imposing a fine, making a civil referral to the SEC, making a criminal referral, and/or terminating employment for cause or any combination of the foregoing. All sanctions and other actions taken shall be in accordance with applicable employment laws and regulations. Any profits or gifts forfeited shall be paid to the applicable client(s), if any, or given to a charity, as the CCO shall determine is appropriate.
The following consequences may be enforced for violations of ArrowMarks personal trading policy.
| 1) | First Violation The initial violation of ArrowMarks personal trading policy may result in a re-training with the CCO. |
| 2) | Second Violation The second violation of ArrowMarks personal trading policy may result in a formal disciplinary letter to the employees file and a two-week suspension of personal trading privileges. |
| 3) | Third Violation The third violation of ArrowMarks personal trading policy may result in a disciplinary meeting with the Partners and a four-week suspension of personal trading privileges. |
No person shall participate in a determination of whether he or she has committed a violation of this Policy or in the imposition of any sanction against himself or herself.
INSIDER TRADING POLICY
Section 204A of the Advisers Act requires every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser's business, to prevent the misuse of material, non-public information by such investment adviser or any person associated with such investment adviser. In accordance with Section 204A, ArrowMark has instituted procedures to prevent the misuse of non-public information.
In the past, securities laws have been interpreted to prohibit the following activities:
- Trading by an insider while in possession of material non-public information; or
- Trading by a non-insider while in possession of material non-public information, where the information was disclosed to the non-insider in violation of an insiders duty to keep it confidential; or
- Communicating material non-public information to others in breach of a fiduciary duty.
Whom Does the Policy Cover?
This policy covers all Employees as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by such persons. In addition, the policy applies to transactions engaged in by corporations in which the Employee is an officer, director or 10% or greater stockholder and a partnership of which the Employee is a partner unless the Employee has no direct or indirect control over the partnership.
What Information is Material?
Individuals may not be held liable for trading on inside information unless the information is material.
Advance knowledge of the following types of information is generally regarded as Material:
- Dividend or earnings announcements
- Write-downs or write-offs of assets
- Additions to reserves for bad debts or contingent liabilities
- Expansion or curtailment of company or major division operations
- Merger, joint venture announcements
- New product/service announcements
- Discovery or research developments
- Criminal, civil and government investigations and indictments
- Pending labor disputes
- Debt service or liquidity problems
- Bankruptcy or insolvency problems
- Tender offers, stock repurchase plans, etc.
- Recapitalization
Information provided by a company could be material because of its expected effect on a particular class of a companys securities, all of the companys securities, the securities of another company, or the securities of several companies. The misuse of material non-public information applies to all types of securities, including equity, debt, commercial paper, government securities and options.
Material information does not have to relate to a companys business. For example, material information about the contents of an upcoming newspaper column may affect the price of a security, and therefore be considered material.
What Information is Non-Public?
In order for issues concerning Insider Trading to arise, information must not only be material, but also Non-Public.
Once material, non-public information has been effectively distributed to the investing public, it is no longer classified as material, non-public information. However, the distribution of non-public information must occur through commonly recognized channels for the classification to change. In addition, the information must not only be publicly disclosed, there must be adequate time for the public to receive and digest the information. Lastly, non-public information does not change to public information solely by selective dissemination.
Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving material, non-public information. Whether the tip made to the Employee makes him/her a tippee depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure.
The benefit is not limited to a present or future monetary gain; it could be a reputational benefit or an expectation of a quid pro quo from the recipient by a gift of the information. Employees may also become insiders or tippees if they obtain material, non-public information by happenstance, at social gatherings, by overhearing conversations, etc.
Selective Disclosure
Employees must never disclose proposed/pending trades to any client or other individual/entity outside of ArrowMark. Additionally, Employees must be careful when disclosing the composition of Clients portfolios without obtaining consent from the CCO. Federal Securities Laws may specifically prohibit the dissemination of such information and doing so may be construed as a violation of ArrowMarks fiduciary duty to clients. Selectively disclosing the portfolio holdings of a clients portfolio to certain Investors/outside parties may also be viewed as ArrowMark engaging in a practice of favoritism. Including information regarding clients portfolio holdings in marketing materials and our website is subject to the CCOs approval in accordance with our Marketing policy and procedures. All inquiries that are received by Employees to disclose portfolio holdings must be immediately reported to the CCO. In determining whether or not to approve the dissemination of holdings information, the CCO will consider, among other things, how current the holdings information is and the Fund's disclosure policy.
Relationships with Clients/Investors
Given ArrowMarks standing in the investment community, it has retained executives of public companies and other well connected individuals as advisory clients/investors. While Employees may occasionally converse with these individuals as part of the normal course of its research/due diligence process, Portfolio Managers and Analysts must be aware that the relationship could incentivize those individuals to divulge additional information (including material non-public information) to ArrowMark. Accordingly, Employees need to be cognizant of this potential conflict and take extra precautions when discussing investment matters with such clients/investors or industry contacts.
Value-Added Investors
Certain of ArrowMarks Investors may be deemed to be value-added investors; an investor who may provide some benefit to ArrowMark (such as industry expertise or access to individuals in the investors network) beyond just the value of their investment. Examples of such investors generally include executive-level officers or directors of a company, or personnel that are affiliated with other investment advisers and/or private funds. Due to the nature of their position, such investors may possess material non-public information. As such, Employees should refrain from discussing potentially sensitive topics (e.g., specific information about the investors employer) with a known value-added investor. If there is any question as to whether information received from an Investor could be material non-public information, you are expected to notify the CCO immediately and act in accordance with the procedures described above.
ArrowMark will maintain a list of Investors it perceives to be value-added.
Paid Research Providers
ArrowMark may compensate third-parties and/or individuals for research specific to certain industries, issuers and world markets. Portfolio Managers and Analysts must pay particular attention to the type of information conveyed by such sources. In the event that Portfolio Managers and Analysts suspect their receipt of non-public information, they must inform the CCO of the information to determine the appropriate course of action.
Penalties for Trading on Insider Information
Severe penalties exist for firms and individuals that engage in the act of insider trading, including civil injunctions, treble damages, disgorgement of profits and jail sentences. Further, fines for individuals and firms found guilty of insider trading are levied in amounts up to three times the profit gained or loss avoided, and up to the greater of $1,000,000 or three times the profit gained or loss avoided, respectively.
Procedures to follow if an Employee Believes that he/she Possesses Material, Non-Public Information
If an Employee has questions as to whether they are in possession of material, non-public information, they must inform the CCO and Executive Management as soon as possible. From this point, the Employee, CCO and Executive Management will conduct research to determine if the information is likely to be considered important to investors in making investment decisions, and whether the information has been publicly disseminated.
Given the severe penalties imposed on individuals and firms engaging in insider trading, Employees:
- Shall not trade the securities of any company in which they are deemed insiders who may possess material, non-public information about the company.4
- Shall not engage in securities transactions of any company, except in accordance with ArrowMarks Personal Security Transaction Policy and the securities laws.
- Shall submit personal security trading reports in accordance with the Personal Security Transaction Policy.
- Shall not discuss any potentially material, non-public information with colleagues, except as specifically required by their position.
4 Please refer to the Trading Policy for a discussion of instances in which trades are conducted in reliance on
Big Boy Letters.
- Shall immediately report the potential receipt of non-public information to the CCO and Executive Management.
- Shall not proceed with any research, trading, etc. until the CCO and Executive Management inform the Employee of the appropriate course of action.
Employees may access private side information from an issuer, creditor, bank, or other third party related to a proposed lending transaction. Typically such information is provided after a confidentiality agreement has been signed, which sometimes occurs electronically when investment staff access information via a web portal. Generally speaking, the CCO shall review, sign or otherwise approve (in the case of electronic access) confidentiality agreements. Employees should ensure that they notify the CCO of any confidentiality agreements signed that may relate to issuers of publicly traded securities. In all cases, regardless of the source, Employees should immediately inform the CCO if they have or believe they have received material non-public information regarding an issuer, especially if the issuer is known to have publicly traded securities.
Information received privately through a confidentiality agreement, shall only be used and discussed by members of ArrowMarks direct lending team based in the New York Office. No private information may be shared with employees conducted trading of public securities. Only the CCO may be privy to the nature of the information gained by the New York personnel.
If the CCO determines that the information is material and non-public, or in the case of a non-disclosure agreement, the CCO will identify the security in the restricted log and update the pre-trade compliance rules in the order management system.
Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO will amend the restricted log to indicate the date that trading was allowed to resume and the reason for the resumption.
SERVING AS OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS
Employees may, under certain circumstances, be granted permission to serve as directors, trustees or officers of outside organizations by completing an outside employment form. These organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. Employees may also receive compensation for such activities.
At certain times, ArrowMark may determine that it is in its clients best interests for an Employee(s) to serve as an officer or on the board of directors of an outside organization. For example, a company held in clients portfolios may be undergoing a reorganization that may affect the value of the companys outstanding securities and the future direction of the company. Service with organizations outside of ArrowMark can, however, raise serious regulatory issues and concerns, including conflicts of interests and access to material non-public information.
As an outside board member or officer, an Employee may come into possession of material non-public information about the outside company, or other public companies. It is critical that a proper information barrier be in place between ArrowMark and the outside organization, and that the Employee does not communicate such information to other Employees in violation of the information barrier.
Similarly, ArrowMark may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Employee must not be involved in the decision to retain or hire the outside organization.
Employees are prohibited from engaging in such outside activities without the prior written approval from the CCO. Approval will be granted on a case by case basis, subject to proper resolution of potential conflicts
of interest. Outside activities will be approved only if any conflict of interest issues can be satisfactorily resolved and all of the necessary disclosures are made on Part II of Form ADV.
DIVERSION OF FIRM BUSINESS OR INVESTMENT OPPORTUNITY
No Employee may acquire, or receive personal gain or profit from, any business opportunity that comes to his or her attention as a result of his or her association with ArrowMark and in which he or she knows ArrowMark might be expected to participate or have an interest, without disclosing in writing all necessary facts to the CCO, offering the particular opportunity to ArrowMark, and obtaining written authorization to participate from the CCO.
Any personal or family interest of an Employee in any ArrowMark business activity or transaction must be immediately disclosed to the CCO. For example, if an Employee becomes aware that a transaction being considered or undertaken by ArrowMark may benefit, either directly or indirectly, an Employee or a family member thereof, the Employee must immediately disclose this possibility to the CCO.
DEALINGS WITH GOVERNMENT AND INDUSTRY REGULATORS
ArrowMarks policy forbids payments of any kind by it, its Employees or any agent or other intermediary to any government official, self-regulatory official, corporation or other similar person or entity, within the United States or abroad, for the purpose of obtaining or retaining business, or for the purpose of influencing favorable consideration of any application for a business activity or other matter. This policy covers all types of payments, even to minor government officials and industry regulators, regardless of whether the payment would be considered legal under the circumstances. This policy encourages Employees to avoid even the appearance of impropriety in their dealings with industry and government regulators and officials.
It is expected and required that all Employees fulfill their personal obligations to governmental and regulatory bodies. Those obligations include the filing of appropriate federal, state and local tax returns, as well as the filing of any applicable forms or reports required by regulatory bodies.
All Employees are required to cooperate fully with management in connection with any internal or independent investigation and any claims, actions, arbitrations, litigations, investigations or inquiries brought by or against ArrowMark. Employees are expected, if requested, to provide ArrowMark with reasonable assistance, including, but not limited to, meeting or consulting with ArrowMark and its representatives, reviewing documents, analyzing facts and appearing or testifying as witnesses or interviewees or otherwise.
POLITICAL CONTRIBUTIONS AND PUBLIC OFFICE
The following outlines ArrowMarks policies with respect to political contributions and public office:
- Political contributions, gifts, subscription, loans, advance, or deposit of money or anything of value are not to exceed $350.00 per candidate whom you are entitled to vote, per election;
- Political contributions, gifts, subscription, loans, advance, or deposit of money or anything of value are not to exceed $150.00 per candidate whom you are not entitled to vote, per election;
- Contributions by ArrowMark and/or Employees to politically connected individuals/entities who may have the ability, in some way, to influence clients to ArrowMark are strictly prohibited;
- An Employee is permitted to make a contribution to a candidate only if the Employee is entitled to vote for him/her at the time of the contribution (though contributions to Presidential candidates are excluded from this requirement);
- No Employee is permitted to make any soft dollar contributions; and
- No Employee can hold a public office if it in any way conflicts with ArrowMarks business.
Employees must report their intent to make a contribution submitting a political contribution entry in SchwabCT.
IMPROPER USE OF ARROWMARK PROPERTY
No Employee may utilize property of ArrowMark or utilize the services of ArrowMark, its principals or employees, for his or her personal benefit or the benefit of another person or entity, without approval of the
CCO. For this purpose, property means both tangible and intangible property, including ArrowMark and Employee funds, premises, equipment, supplies, information, business plans, business opportunities, confidential research, intellectual property or proprietary processes, and ideas for new research or services.
PROTECTION OF ARROWMARKS NAME
Employees should at all times be aware that ArrowMarks name, reputation and credibility are valuable assets and must be safeguarded from any potential misuse. Care should be exercised to avoid the unauthorized use of ArrowMarks name in any manner that could be misinterpreted to indicate a relationship between ArrowMark and any other entity or activity.
EMPLOYEE INVOLVEMENT IN LITIGATION OR PROCEEDINGS
Employees must advise the CCO immediately if they become involved in or threatened with litigation or an administrative investigation or proceeding of any kind, are subject to any judgment, order or arrest, or are contacted by any regulatory authority.
GIFTS AND ENTERTAINMENT
Employees Receipt of Business Meals, Sporting Events and Other Entertainment - Employees may attend business meals, sporting events and other entertainment events at the expense of a giver, as long as the expense is reasonable, not lavish or extravagant in nature and the Employee is accompanied by the giver. In the event that the estimated cost of the meal, event, etc. is greater than $100.00, the Employee must report his/her attendance at the meal, event, etc. to the CCO. If the event is highly publicized such that the tickets may be selling in excess of their face value, the Employee must consider the mark-up for the reporting requirements.
Employees Receipt of Gifts - Employees must report their intent to accept gifts over $100.00 (either one single gift, or in aggregate on an annual basis) to the CCO by submitting a gift receipt in SchwabCT. Reasonable gifts received on behalf of the Company shall not require reporting. Examples of reasonable gifts include holiday gift baskets and lunches brought to the offices by service providers.
ArrowMarks Gift Giving Policy ArrowMark and its Employees are prohibited from giving gifts that may be deemed as excessive, and must obtain approval to give all gifts in excess of $100.00 to any client, prospective client or any individual or entity that ArrowMark is seeking to do business with.
Gifts Given to Taft-Hartley Funds - Employees are reminded that notwithstanding this policy, since ArrowMark may manages Taft-Hartley funds, any gratuity provided by ArrowMark to labor unions or union representatives that have an interest in the Taft-Hartley fund (including the members covered by the Taft-Hartley fund) in excess of $25 are required to be reported to CCO and Department Labor Form LM-10. Accordingly, ArrowMark will monitor all gratuities as discussed and make the appropriate filings on DOL Form LM-10.
The CCO shall track all reportable entertainment and gifts via SchwabCT gifts portal.
Foreign Corrupt Practice Act Policy
The Foreign Corrupt Practices Act (FCPA) prohibits the direct or indirect giving of, or a promise to give, things of value in order to corruptly obtain a business benefit from an officer, employee, or other instrumentality of a foreign government (collectively, Foreign Officials). Companies that are owned, even partly, by a foreign government may be considered an instrumentality of that government. In particular, government investments in foreign financial institutions may make the FCPA applicable to those institutions. Individuals acting in an official capacity on behalf of a foreign government or a foreign political party may also be instrumentalities of a foreign government.
The FCPA includes provisions that may permit the giving of gifts and entertainment under certain circumstances, including certain gifts and entertainment that are lawful under the written laws and regulations of the recipients country, as well as bona-fide travel costs for certain legitimate business purposes. However, the availability of these exceptions is limited and is dependent on the relevant facts and circumstances. The FCPA does permit certain small facilitating or expediting payments to Foreign
Officials to ensure that they perform routine, non-discretionary governmental duties (e.g., obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pickup and delivery; providing phone service, power and water supply, loading and unloading cargo, or protecting perishable products; and scheduling inspections associated with contract performance or transit of goods across country).
The FCPA prohibits payments to third parties, such as a placement agent, with knowledge, whether actual or inferred, that all or a portion of the payment will be passed on to Foreign Officials.
Risks
In developing these policies and procedures, ArrowMark considered the risk that Employees would try to use gifts or entertainment, directly or indirectly through placement agents, to exert improper influence on Foreign Officials. ArrowMark established the following guidelines to mitigate these risks.
Foreign Official Gifts and Entertainment
ArrowMark and its Employees must comply with the spirit and the letter of the FCPA at all times. Employees must obtain written pre-clearance from the CCO prior to giving anything of value that might be subject to the FCPA except food and beverages that are provided during a legitimate business meeting and that are clearly not lavish or excessive.
Employees must complete the Gifts and Entertainment Report in SchwabCT to disclose all gifts and entertainment that may be subject to the FCPA, irrespective of value and including food and beverages provided during a legitimate business meeting.
Employees must consult with the CCO if there is any question as to whether gifts or entertainment need to be pre-cleared and/or reported in connection with this policy.
TRAVEL EXPENSES
Employees may charge normal and reasonable travel and travel-related expenses incurred for an ArrowMark business purpose. Such expenses may include meals and incidentals, travel costs (air, train, etc.), lodging expenses, business phone calls and other miscellaneous travel related expenses. When incurring such expenses, Employees must use reasonable judgment and generally be aware of escalating
travel costs. While ArrowMark has not prescribed limits on such expenses, ArrowMark may reiterate its policy with Employees as necessary.
ArrowMark will pay for all travel expenses (airline, hotel, meals and incidentals) related to Employees attendance at conferences, company visits, etc. In the event that any such expenses are included as part of the event, Employees shall report the approximate value of such expense to the CCO. The CCO will evaluate such covered expenses to determine whether reasonable and appropriate. ArrowMark has adopted this policy in order to monitor any potential conflicts of interest associated with our relationships with outside service providers.
DISCLOSURE
ArrowMark shall describe its Code of Ethics in Part II of Form ADV and, upon request, furnish clients with a copy of the Code of Ethics. All client requests for ArrowMarks Code of Ethics shall be directed to the CCO.
If the CCO determines that a material violation of this Code has occurred, he or she shall promptly report the violation, and any enforcement action taken, to ArrowMarks senior management. If ArrowMarks senior management determines that such material violation appears to involve a fraudulent, deceptive or manipulative act, ArrowMark will report its findings to the Funds Board of Directors or Trustees pursuant to Rule 17j-1. No less frequently than annually, the board must be furnished a written report that (i) describes any issues arising under the code or procedures since the last report to the board, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and (ii) certifies that the fund and adviser has adopted procedures reasonably necessary to prevent access persons from violating the code.
RECORDKEEPING
ArrowMark shall maintain records in the manner and to the extent set forth below, which records shall be available for appropriate examination by representatives of regulatory authorities or ArrowMarks management.
- A copy of this Code of Ethics and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;
- A record of any violation of this Code of Ethics and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;
- A record of all written acknowledgements (annual certifications) for each person who is currently, or with the past five years was, an Employee of ArrowMark.
- A copy of each report made pursuant to this Code of Ethics by an Employee, including any information provided in lieu of reports, shall be preserved by the Company for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;
- A list of all persons who are, or within the past five years have been, required to make reports pursuant to this Code of Ethics, or who are or were responsible for reviewing these reports, shall be maintained in an easily accessible place;
- The Company shall preserve a record of any decision, and the reasons supporting the decision, to approve the acquisition of any limited offering or IPO by Employees for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.
- A copy of each finding presented to the Board of a Fund shall be preserved by ArrowMark for at least five years after the end of the fiscal year in which the record is made, the first two years in an easily accessible place.
RESPONSIBILITY
The CCO will be responsible for administering the Code of Ethics. All questions regarding the policy should be directed to the CCO. All Employees must acknowledge their receipt and understanding of the Code of Ethics upon commencement of their employment.
In the event a material change is made to the Personal Trading Policy of the Code of Ethics, the CCO shall ensure that such material change is approved by the Fund's Board no later than six months after adoption of the material change.
EMPLOYEE ACKNOWLEDGEMENT
You are required to complete the Code of Ethics Acknowledgement, both initially upon the commencement of your employment with ArrowMark and annually thereafter, to acknowledge and certify that you have received, reviewed, understand and shall comply, or have complied with, the policies and procedures as set forth in the Code of Ethics. In addition, all Employees must be aware of and comply with the following undertakings:
- be thoroughly familiar with the policies and procedures set forth in this Code of Ethics;
- upon the request of the CCO, provide initial and annual written certification that you have read and understand, and will comply with, the policies and procedures set forth in this Code of Ethics and any other compliance materials distributed to you by the CCO;
- notify the CCO promptly in the event you have any reason to believe that you may have failed to comply with (or become aware of another persons failure to comply with) the policies and procedures set forth in this Code of Ethics;
- notify the CCO promptly if you become aware of any practice that arguably involves ArrowMark in a conflict of interest with any of its advisory accounts including unregistered investment funds;
- cooperate to the fullest extent reasonably requested by the CCO so as to enable: (i) the CCO to discharge his respective duties under the Code of Ethics and (ii) ArrowMark to comply with the securities laws to which it is subject; and
- notify the CCO promptly if you become aware of any part of any disclosure document that you believe may be inaccurate, incomplete or out of date in any respect.
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