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. 91 | [X] |
| and | |
| REGISTRATION STATEMENT (811-05962) UNDER THE INVESTMENT COMPANY ACT OF | |
| 1940 | |
| Amendment No. 94 | [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 26, 2019 pursuant to paragraph (b) | |
| [] 60 days after filing pursuant to paragraph (a)(1) | |
| [ ] on (date) pursuant to paragraph (a)(1) | |
| [ ] 75 days after filing pursuant to paragraph (a)(2) | |
| [ ] on (date) pursuant to paragraph (a)(2) of rule 485 | |
| If appropriate, check the following box: | |
| [ ] This post-effective amendment designates a new effective date for a previously filed | |
| post-effective amendment. | |
| Vanguard Variable Insurance Fund |
| Prospectus |
| April 26, 2019 |
| 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 |
| Global Bond Index Portfolio | Growth Portfolio |
| High Yield Bond Portfolio | Capital Growth Portfolio |
| Conservative Allocation Portfolio | Small Company Growth Portfolio |
| Moderate Allocation Portfolio | International Portfolio |
| Balanced Portfolio | Total International Stock Market Index Portfolio |
| Equity Income Portfolio | Real Estate Index Portfolio |
| Diversified Value Portfolio | |
| See the inside front cover for important information about access to your fund’s annual and | |
| semiannual shareholder reports. | |
| This prospectus contains financial data for the Portfolios through the fiscal year ended December 31, 2018. | |
| The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed | |
| upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. | |
Important information about access to shareholder reports
Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of your funds annual and semiannual shareholder reports will no longer be sent to you by mail, unless you specifically request them. Instead, you will be notified by mail each time a report is posted on the website and will be provided with a link to access the report.
If you have already elected to receive shareholder reports electronically, you will not be affected by this change and do not need to take any action. You may elect to receive shareholder reports and other communications from the fund electronically by contacting your financial intermediary (such as a broker-dealer or bank) or, if you invest directly with the fund, by calling Vanguard at one of the phone numbers on the back cover of this prospectus or by logging on to vanguard.com.
You may elect to receive paper copies of all future shareholder reports free of charge. If you invest through a financial intermediary, you can contact the intermediary to request that you continue to receive paper copies. If you invest directly with the fund, you can call Vanguard at one of the phone numbers on the back cover of this prospectus or log on to vanguard.com. Your election to receive paper copies will apply to all the funds you hold through an intermediary or directly with Vanguard.
Contents
| Total International Stock Market Index | |||
| Portfolio Summaries | Portfolio | 41 | |
| Money Market Portfolio | 1 | Real Estate Index Portfolio1 | 44 |
| An Introduction to Vanguard Variable | |||
| Short-Term Investment-Grade Portfolio | 3 | Insurance Fund | 47 |
| Total Bond Market Index Portfolio | 5 | Investing in the Money Market Portfolio | 48 |
| Global Bond Index Portfolio | 8 | More on the Portfolios | 49 |
| High Yield Bond Portfolio | 11 | More on the Money Market Portfolio | 49 |
| Conservative Allocation Portfolio | 13 | More on the Bond Portfolios | 51 |
| Moderate Allocation Portfolio | 16 | More on the Balanced Portfolios | 59 |
| Balanced Portfolio | 19 | More on the Stock Portfolios | 62 |
| Equity Income Portfolio | 21 | Additional Information | 71 |
| Diversified Value Portfolio | 24 | Turnover Rate | 74 |
| Total Stock Market Index Portfolio | 26 | The Portfolios and Vanguard | 74 |
| Equity Index Portfolio | 28 | Investment Advisors | 75 |
| Mid-Cap Index Portfolio | 30 | Taxes | 81 |
| Growth Portfolio | 32 | Share Price | 81 |
| Capital Growth Portfolio | 34 | Financial Highlights | 83 |
| Small Company Growth Portfolio | 36 | General Information | 93 |
| International Portfolio | 39 | Glossary of Investment Terms | 96 |
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 follows 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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $15 | $48 | $85 | $192 |
Principal Investment Strategies
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. 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.
• 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.
• 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
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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
During the periods shown in the bar chart, the highest return for a calendar quarter was 0.58% (quarter ended December 31, 2018), and the lowest return for a quarter was 0.02% (quarter ended September 30, 2014).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Money Market Portfolio | 1.97% | 0.74% | 0.50% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| FTSE 3-Month U.S. Treasury Bill Index | 1.86% | 0.59% | 0.34% |
| Variable Insurance Money Market Funds Average | 1.31 | 0.35 | 0.19 |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
John C. Lanius, Portfolio Manager at Vanguard. He has managed the Portfolio since 2004.
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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.
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 follows 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 | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.14% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $14 | $45 | $79 | $179 |
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 78% of the average value of its portfolio.
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 Portfolio’s assets will be invested in short- and intermediate-term investment-grade securities. The Portfolio’s 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 Moody’s Investors Service, Inc. (Moody’s) or another independent rating agency or, if unrated, are determined to be of comparable quality by the Portfolio’s advisor. Medium-quality fixed income securities are those rated the equivalent of Baa1, Baa2, or Baa3 by Moody’s or another independent rating agency, or, if unrated, are determined to be of comparable quality by the Portfolio’s advisor. Investment-grade fixed income securities
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are those rated the equivalent of Baa3 and above by Moody’s or another independent rating agency or, if unrated, are determined to be of comparable quality by the Portfolio’s advisor. 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 Portfolio’s performance:
• 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, so investors should expect the Portfolio’s 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 issuer’s 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 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 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.
• 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.
• 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 financial 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.
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 — Short-Term Investment-Grade Portfolio
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 –1.04% (quarter ended June 30, 2013).
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| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Short-Term Investment-Grade Portfolio | 0.94% | 1.74% | 3.47% |
| Bloomberg Barclays U.S. 1-5 Year Credit Bond Index | |||
| (reflects no deduction for fees or expenses) | 1.11% | 1.80% | 3.72% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has co-managed the Portfolio since 2018.
Daniel Shaykevich, Principal of Vanguard. He has co-managed the Portfolio since 2018.
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.
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 follows 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 | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.14% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $14 | $45 | $79 | $179 |
6
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 89% 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. As of December 31, 2018, the dollar-weighted average maturity of the Index was 8.3 years.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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:
• 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 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 low 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 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.
• 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 repay their mortgages at slower rates. Extension risk should be moderate for the Portfolio.
• 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. 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 Portfolio’s target index. Index sampling risk for the Portfolio is expected to 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.
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.
7
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 Spliced Bloomberg Barclays U.S. Aggregate Float Adjusted Index reflects the 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. 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 4.06% (quarter ended September 30, 2011), and the lowest return for a quarter was –3.21% (quarter ended December 31, 2016).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Total Bond Market Index Portfolio | –0.21% | 2.39% | 3.34% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Bloomberg Barclays U.S. Aggregate Bond Index | 0.01% | 2.52% | 3.48% |
| Bloomberg Barclays U.S. Aggregate Float Adjusted Index | –0.08 | 2.50 | — |
| Spliced Bloomberg Barclays U.S. Aggregate Float Adjusted Index | –0.08 | 2.50 | 3.49 |
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.
8
Global Bond Index Portfolio
Investment Objective
The Portfolio seeks to track the performance of a benchmark index that measures the investment return of the global, investment-grade, fixed income 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 follows 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 | 0.13% |
| Total Annual Portfolio Operating Expenses | 0.13% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $13 | $42 | $73 | $166 |
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 10% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests in a mix of Vanguard mutual funds and Vanguard Variable Insurance Fund (VVIF) portfolios (underlying funds) according to an asset-allocation strategy that reflects an allocation of approximately 70% of the Portfolio’s assets to domestic fixed income securities and 30% to non-U.S. fixed income securities. Through this asset allocation strategy, the Portfolio seeks to track the investment performance of a composite index consisting of 70% Bloomberg Barclays U.S. Aggregate Float Adjusted Index and 30% Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged). The Portfolio currently employs this strategy by investing in one Vanguard mutual fund and one VVIF portfolio.
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).
Under normal circumstances, the Portfolio will invest at least 80%, and usually all or substantially all, of its assets in underlying funds that together seek to track the Portfolio’s target index.
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The Portfolio’s board of trustees may change the mix of underlying funds or the targeted allocation to the underlying asset classes and index without shareholder approval.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. You should expect the Portfolio’s share price and total return to fluctuate within a wide range, like the fluctuations of the global fixed income market. The Portfolio is subject to the following risks, which could affect the Portfolio’s 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 the underlying funds primarily invest in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes.
• 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 an underlying fund’s return.
• Income risk, which is the chance that an underlying fund’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. An underlying fund 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, which may reduce the Portfolio’s income.
• 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 underlying fund. The underlying fund 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 underlying fund’s income.
• 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 repay their mortgages at slower rates.
• Liquidity risk, which is the chance that the underlying fund may not be able to sell a security in a timely manner at a desired price.
• Country/regional risk, which is the chance that world events—such as political upheaval, financial troubles, or natural disasters—will adversely affect the value or liquidity of securities issued by foreign governments, government agencies, or companies. Because an underlying fund may invest a large portion of its assets in bonds of issuers located in any one country or region, the Portfolio’s performance may be hurt disproportionately by the poor performance of the underlying fund’s investments in that area.
• Currency hedging risk, which is the chance that the currency hedging transactions entered into by the underlying international bond fund may not perfectly offset the fund’s foreign currency exposure.
• Nondiversification risk, which is the chance that the Portfolio’s performance may be hurt disproportionately by the poor performance of bonds issued by just a few issuers or even a single issuer. One of the underlying funds is considered nondiversified, which means that it may invest a significant percentage of its assets in bonds issued by a small number of issuers.
• Index sampling risk, which is the chance that the securities selected for the underlying fund, in the aggregate, will not provide investment performance matching that of the underlying fund’s target index.
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 the performance of the Portfolio in its first full calendar year. The table shows how the average annual total returns of the Portfolio compare with those of a composite 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 — Global Bond Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.67% (quarter ended December 31, 2018), and the lowest return for a quarter was –0.83% (quarter ended March 31, 2018).
| Average Annual Total Returns for Periods Ended December 31, 2018 | ||
| Since | ||
| Inception | ||
| (Sep. 7, | ||
| 1 Year | 2017) | |
| Global Bond Index Portfolio | 0.78% | 0.48% |
| Comparative Indexes | ||
| (reflect no deduction for fees or expenses) | ||
| Global Bond Composite Index in USD | 0.89% | 0.55% |
| Bloomberg Barclays U.S. Aggregate Float Adjusted Index | –0.08 | –0.36 |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and head of Vanguard’s Fixed Income Indexing Americas. He has managed the Portfolio since its inception in 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.
11
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 follows 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 | 0.23% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.26% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $27 | $84 | $146 | $331 |
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 23% 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 may not invest more than 20% of its assets in any of the following, in the aggregate: 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.
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Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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 or loan to decline. Credit risk should be high for the Portfolio because it invests primarily in junk bonds.
• Income risk, which is the chance that the Portfolio’s income will decline because of falling interest rates. Income risk should be moderate to high for the Portfolio, 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.
• 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 communication sector subjects the Portfolio to proportionately higher exposure to the risks of this sector.
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 –4.20% (quarter ended December 31, 2018).
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| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| High Yield Bond Portfolio | –2.73% | 3.56% | 8.99% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Bloomberg Barclays U.S. Corporate High Yield Bond Index | –2.08% | 3.83% | 11.12% |
| High-Yield Corporate Composite Index | –1.71 | 3.66 | 9.50 |
Investment Advisor
Wellington Management Company LLP (Wellington Management)
Portfolio Manager
Michael L. Hong, CFA, Senior 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 follows 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 | 0.13% |
| Total Annual Portfolio Operating Expenses | 0.13% |
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 were to redeem
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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 |
| $13 | $42 | $73 | $166 |
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 18% 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 | 41.4% |
| • | Large-cap U.S. stocks | 20.4% |
| • | Foreign fixed income securities | 17.9% |
| • | Foreign stocks | 16.3% |
| • | Small- and mid-cap U.S. stocks | 4.0% |
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 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. 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 international bond fund may not perfectly offset the fund’s foreign currency exposure.
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• 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.
• Asset allocation risk, which is the chance that the selection of underlying funds, and the allocation of assets to them, will cause the Portfolio to underperform other portfolios 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 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 –4.46% (quarter ended December 31, 2018).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| Since | |||
| Inception | |||
| (Oct. 19, | |||
| 1 Year | 5 Years | 2011) | |
| Conservative Allocation Portfolio | –2.98% | 4.09% | 5.67% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| Bloomberg Barclays U.S. Aggregate Float Adjusted Index | –0.08% | 2.50% | 2.26% |
| Conservative Allocation Composite Index | –2.68 | 4.27 | 5.86 |
| Variable Insurance Mixed-Asset Target Allocation Conservative Funds Average | –3.21 | 2.71 | 4.41 |
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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 follows 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 | 0.12% |
| Total Annual Portfolio Operating Expenses | 0.12% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $12 | $39 | $68 | $154 |
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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 20% 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 common stocks and 40% to fixed income securities. The targeted percentage of the Portfolio’s assets allocated to the underlying asset classes is:
| • | Large-cap U.S. stocks | 30.3% |
| • | U.S. fixed-income securities | 27.4% |
| • | Foreign stocks | 24.3% |
| • | Foreign fixed income securities | 12.1% |
| • | Small- and mid-cap U.S. stocks | 5.9% |
The Portfolio’s indirect stock holdings are a diversified mix of U.S. and foreign large-, mid-, and small-capitalization stocks. 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 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 36% 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 a significant portion of its assets in fixed income securities, the Portfolio’s 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 events—such as political upheaval, financial troubles, or natural disasters—will 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 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 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. 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,
18
government agencies, or companies; and currency hedging risk, which is the chance that the currency hedging transactions entered into by the underlying international bond fund may not perfectly offset the fund’s foreign currency exposure.
• Asset allocation risk, which is the chance that the selection of underlying funds, and the allocation of assets to them, will cause the Portfolio to underperform other portfolios 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 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 –7.39% (quarter ended December 31, 2018).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| Since | |||
| Inception | |||
| (Oct. 19, | |||
| 1 Year | 5 Years | 2011) | |
| Moderate Allocation Portfolio | –4.94% | 4.63% | 7.21% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| Dow Jones U.S. Total Stock Market Float Adjusted Index | –5.30% | 7.86% | 12.75% |
| Moderate Allocation Composite Index | –4.38 | 4.90 | 7.44 |
| Variable Insurance Mixed-Asset Target Allocation Moderate Funds Average | –5.07 | 3.48 | 6.16 |
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.
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 follows 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 | 0.19% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.21% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $22 | $68 | $118 | $268 |
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 36% 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 the Portfolio’s 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.
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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 the 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 –8.97% (quarter ended September 30, 2011).
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| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Balanced Portfolio | –3.41% | 6.22% | 9.95% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Standard & Poor's 500 Index | –4.38% | 8.49% | 13.12% |
| Composite Stock/Bond Index | –3.09 | 6.70 | 10.34 |
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 (co-managed since March 2019).
John C. Keogh, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has managed the fixed income portion of the Portfolio since 2003 (co-managed since 2017).
Loren L. Moran, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. She has co-managed the fixed income portion of the Portfolio since 2017.
Daniel J. Pozen, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has co-managed the stock portion of the Portfolio since March 2019.
Michael E. Stack, CFA, Senior Managing Director and Fixed Income Portfolio Manager of Wellington Management. He has co-managed the fixed income 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 follows 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 | 0.27% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.29% |
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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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $30 | $93 | $163 | $368 |
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 36% 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. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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. The stock prices of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be 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.
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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 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 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 –15.81% (quarter ended March 31, 2009).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Equity Income Portfolio | –5.96% | 7.53% | 12.09% |
| Comparative Benchmarks | |||
| (reflect no deduction for fees or expenses) | |||
| FTSE High Dividend Yield Index | –5.85% | 7.91% | 12.34% |
| Variable Insurance Equity Income Funds Average | –7.86 | 4.87 | 10.32 |
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.
James P. Stetler, Senior Portfolio Manager at 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 the Alpha Equity Investment team within 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.
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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 follows 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 | 0.23% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.25% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $26 | $80 | $141 | $318 |
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 18% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio invests mainly in large- and mid-size 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 believes are trading at prices that are below average in relation to measures such 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 long periods of time. 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- and mid-capitalization value stocks will trail returns from the overall stock market. Large- and mid-cap value 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 value stocks have been more volatile in price than large-cap value stocks. The stock prices
25
of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be 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.
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 –14.23% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Diversified Value Portfolio | –9.12% | 4.47% | 10.47% |
| Russell 1000 Value Index | |||
| (reflects no deduction for fees or expenses) | –8.27% | 5.95% | 11.18% |
Investment Advisor
Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow, Hanley)
Portfolio Managers
Jeff G. Fahrenbruch, CFA, Managing Director of Barrow, Hanley. He has co-managed the Portfolio since 2013.
David W. Ganucheau, CFA, Managing Director of Barrow, Hanley. 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.
26
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 follows 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 | 0.13% |
| Total Annual Portfolio Operating Expenses | 0.13% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $13 | $42 | $73 | $166 |
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 5% 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.
27
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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 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 — 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 –15.27% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Total Stock Market Index Portfolio | –5.34% | 7.75% | 13.05% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| S&P Total Market Index | –5.30% | 7.87% | 13.17% |
| Dow Jones U.S. Total Stock Market Float Adjusted Index | –5.30 | 7.86 | 13.22 |
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 follows 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 | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.14% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $14 | $45 | $79 | $179 |
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 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.
29
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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 –13.94% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Equity Index Portfolio | –4.51% | 8.35% | 12.97% |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees or expenses) | –4.38% | 8.49% | 13.12% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Donald M. Butler, CFA, Principal of Vanguard. He has co-managed the Portfolio since 2016.
Michelle Louie, CFA, Portfolio Manager at Vanguard. She has co-managed the Portfolio since 2017.
30
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 follows 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 | 0.15% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.17% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $17 | $55 | $96 | $217 |
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 long periods of time. 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 Spliced Mid Cap Index reflects the performance of the MSCI US Mid Cap 450 Index through January 30, 2013, and the CRSP US Mid Cap Index thereafter. 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 –19.15% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Mid-Cap Index Portfolio | –9.33% | 6.08% | 13.72% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI US Mid Cap 450 Index | –8.14% | 7.01% | 14.42% |
| Spliced Mid Cap Index | –9.22 | 6.24 | 13.91 |
| CRSP US Mid Cap Index | –9.22 | 6.24 | — |
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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 follows 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 | 0.36% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| 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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $40 | $125 | $219 | $493 |
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 47% 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. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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, 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. 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 –15.38% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Growth Portfolio | 0.20% | 9.78% | 14.36% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| Russell 1000 Growth Index | –1.51% | 10.40% | 15.29% |
| Standard & Poor's 500 Index | –4.38 | 8.49 | 13.12 |
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Investment Advisors
Jackson Square Partners, LLC (Jackson Square)
Wellington Management Company LLP (Wellington Management)
Portfolio Managers
Christopher J. Bonavico, CFA, Portfolio Manager and Research Analyst at Jackson Square. He has co-managed a portion of the Portfolio since 2010.
Christopher M. Ericksen, CFA, Portfolio Manager and Research Analyst at Jackson Square. He has co-managed a portion of the Portfolio since 2010.
Daniel J. Prislin, CFA, Portfolio Manager and Research 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.
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 follows 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 | 0.32% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.34% |
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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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $35 | $109 | $191 | $431 |
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 6% 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 long periods of time. 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. The stock prices of mid-size companies tend to experience greater volatility because, among other things, mid-size companies tend to be more sensitive to changing economic conditions.
• Asset concentration risk, which is the chance that, because the Portfolio tends to invest a high percentage of its 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. 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.
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.
36
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 –15.36% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Capital Growth Portfolio | –1.18% | 11.39% | 15.23% |
| Standard & Poor's 500 Index | |||
| (reflects no deduction for fees or expenses) | –4.38% | 8.49% | 13.12% |
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, Executive 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.
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 follows 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.
37
| Annual Portfolio Operating Expenses | |
| (Expenses that you pay each year as a percentage of the value of your investment) | |
| Management Fees | 0.30% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.32% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $33 | $103 | $180 | $406 |
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 66% 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. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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. The stock prices of small companies tend to experience greater volatility because, among other things, these companies tend to be 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 investment in the industrial and information technology sectors subjects 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.
38
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 –20.83% (quarter ended December 31, 2018).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Small Company Growth Portfolio | –7.22% | 5.77% | 15.27% |
| Russell 2500 Growth Index | |||
| (reflects no deduction for fees or expenses) | –7.47% | 6.19% | 14.76% |
Investment Advisors
ArrowMark Colorado Holdings, LLC (ArrowMark Partners)
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Chad Meade, Partner and Portfolio Manager of ArrowMark Partners. He has co-managed a portion of the Portfolio since 2016.
Brian Schaub, CFA, Partner and Portfolio Manager of ArrowMark Partners. He has co-managed a portion of the Portfolio since 2016.
James P. Stetler, Senior Portfolio Manager at 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 the Alpha Equity Investment team within 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.
39
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 follows 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 | 0.34% |
| 12b-1 Distribution Fee | None |
| Other Expenses | 0.03% |
| Total Annual Portfolio Operating Expenses | 0.37% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $38 | $119 | $208 | $468 |
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 16% 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 Portfolio’s 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. Each advisor independently selects and maintains a portfolio of common stocks for the Portfolio.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. 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:
• 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
40
investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of
U.S. stocks may move in opposite directions.
• Country/regional risk, which is the chance that world 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, the Portfolio’s 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.
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. The Spliced International Index reflects the performance of the MSCI EAFE Index through May 31, 2010, and the MSCI ACWI ex USA Index thereafter. Returns for the Indexes shown are adjusted for withholding taxes. 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 –22.20% (quarter ended September 30, 2011).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| International Portfolio | –12.61% | 3.44% | 9.61% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI ACWI ex USA Index | –14.20% | 0.68% | 6.57% |
| Spliced International Index | –14.20 | 0.68 | 5.53 |
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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, and Chief of Investment Staff. He has co-managed a portion of the Portfolio since 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.
Total International Stock Market Index Portfolio
Investment Objective
The Portfolio seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in developed and emerging markets, excluding the United States.
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 follows 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 | 0.11% |
| Total Annual Portfolio Operating Expenses | 0.11% |
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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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $11 | $35 | $62 | $141 |
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 6% of the average value of its portfolio.
Principal Investment Strategies
The Portfolio employs an indexing investment approach designed to track the performance of the FTSE Global All Cap ex US Index, a float-adjusted market-capitalization-weighted index designed to measure equity market performance of companies located in developed and emerging markets, excluding the United States. The Index includes approximately 6,002 stocks of companies located in over 47 markets. As of December 31, 2018, the largest markets covered in the Index were Japan, the United Kingdom, China, France, and Canada (which made up approximately 18%, 12%, 7%, 7%, and 6%, respectively, of the Index’s market capitalization). The Portfolio obtains its exposure to the stocks in the Index by investing all, or substantially all, of its assets in a mix of Vanguard equity index funds (underlying funds). The Portfolio’s allocations to the underlying funds will change over time as the composition of the Index changes.
Principal Risks
An investment in the Portfolio could lose money over short or long periods of time. You should expect the Portfolio’s share price and total return to fluctuate within a wide range. Although 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 risks through its investments in the underlying funds, 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, investments in foreign stocks can be riskier than U.S. stock investments. Foreign stocks may be more volatile and less liquid than U.S. stocks. The prices of foreign stocks and the prices of U.S. stocks may move in opposite directions.
• Investment style risk, which is the chance that returns from non-U.S. 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.
• 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 underlying funds may invest a large portion of their assets in securities of companies located in any one country or region, the Portfolio’s 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.
• Emerging markets risk, which is the chance that the stocks of companies located in emerging markets will be substantially more volatile, and substantially less liquid, than the stocks of companies located in more developed foreign markets because, among other factors, emerging markets can have greater custodial and operational risks; less developed legal, tax, regulatory, and accounting systems; and greater political, social, and economic instability than developed markets.
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 the performance of the Portfolio in its first full calendar year. 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 — Total International Stock Market Index Portfolio
During the periods shown in the bar chart, the highest return for a calendar quarter was 0.40% (quarter ended September 30, 2018), and the lowest return for a quarter was –11.67% (quarter ended December 31, 2018).
| Average Annual Total Returns for Periods Ended December 31, 2018 | ||
| Since | ||
| Inception | ||
| (Sep. 7, | ||
| 1 Year | 2017) | |
| Total International Stock Market Index Portfolio | –14.62% | –7.47% |
| FTSE Global All Cap ex US Index | ||
| (reflects no deduction for fees or expenses) | –14.61% | –7.08% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William Coleman, CFA, Portfolio Manager at Vanguard. He has co-managed the Portfolio since its inception in 2017.
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Portfolio since its inception in 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.
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Real Estate 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 and other real estate-related investments.
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 follows 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 | 0.02% |
| Total Annual Portfolio Operating Expenses | 0.26% |
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 were to redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| 1 Year | 3 Years | 5 Years | 10 Years |
| $27 | $84 | $146 | $331 |
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 35% 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 Investable Market Real Estate 25/50 Index. The Index is made up of stocks of large, mid-size, and small U.S. companies within the real estate sector, as classified under the Global Industry Classification Standard (GICS). The GICS real estate sector is composed of equity real estate investment trusts (known as REITs), which includes specialized REITs, and real estate management and development companies. 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 long periods of time. 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 and other real estate-related investments will decline because of adverse developments affecting the real estate industry and real property values. Because the Portfolio concentrates its assets in these stocks, industry concentration risk is high.
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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 Portfolios 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.
Asset concentration risk, which is the chance that, because the Portfolios target index (and therefore the Portfolio) tends to be heavily weighted in its ten largest holdings, the Portfolios 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 stockswhich typically are small- or mid-capitalization stockswill trail returns from the overall stock market. Historically, REIT stocks have performed quite differently from the overall market.
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 Portfolios target index and other comparative indexes, which have investment characteristics similar to those of the Portfolio. The VVIF Real Estate Spliced Index reflects the performance of the MSCI US REIT Index adjusted to include a 2% cash position (Lipper Money Market Average) through April 30, 2009; the MSCI US REIT Index through January 18, 2018; and the MSCI US Investable Market Real Estate 25/50 Index thereafter. The Portfolios 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 Portfolios returns, the returns would be lower. Keep in mind that the Portfolios 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 Real Estate 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 32.16% (quarter ended March 31, 2009).
| Average Annual Total Returns for Periods Ended December 31, 2018 | |||
| 1 Year | 5 Years | 10 Years | |
| Real Estate Index Portfolio | 5.35% | 7.40% | 11.93% |
| Comparative Indexes | |||
| (reflect no deduction for fees or expenses) | |||
| MSCI US REIT Index | 4.57% | 7.80% | 12.17% |
| VVIF Real Estate Spliced Index | 5.22 | 7.65 | 12.14 |
| MSCI US Investable Market Real Estate 25/50 Index | 4.59 | | |
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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. OReilly, Principal of Vanguard. He has managed the Portfolio since its inception in 1999 (co-managed 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.
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An Introduction to Vanguard Variable Insurance Fund
This prospectus explains the investment objectives, policies, strategies, and risks associated with the 19 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 Portfolios 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 | Real Estate Index | 921925848 |
| Equity Income | 921925608 | Short-Term Investment-Grade | 921925863 |
| Equity Index | 921925301 | Small Company Growth | 921925889 |
| Global Bond Index | 921925772 | Total Bond Market Index | 921925202 |
| Growth | 921925509 | Total International Stock Market Index | 921925764 |
| 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 thresholdsare now in effect. 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. Liquidity fees are designed to transfer the costs of liquidating securities from shareholders who remain in the Portfolio to those who leave the Portfolio during periods when liquidity is limited.
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. Subject to practical limitations necessary to implement the fee, the discretionary liquidity fee may be implemented the same day that the Board determines to impose a fee. 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. A default liquidity fee is required to be implemented the business day after the Board determines to impose a fee.
In addition to, or in lieu of, the liquidity fee, the Portfolio is permitted to temporarily implement 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.
Once the Portfolio imposes a redemption gate, then unprocessed orders to redeem or exchange will be canceled and the Portfolio will not accept redemption or exchange orders until the gate is no longer in effect. If you still wish to redeem or exchange once the gate is lifted, you will need to submit a new redemption or exchange request to the Portfolio or your financial intermediary.
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The Board also may determine that it would not be in the interests of the Portfolio to continue operating if the Portfolios weekly liquid assets fall below 10% of its total assets. In the event that the Board approves liquidation of the Portfolio under these circumstances, the Portfolio may permanently suspend redemptions and liquidate.
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.
The Portfolio is subject to money market fund reform regulatory risk, which is the chance that 2014 SEC reforms will affect the Portfolios 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 principles of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a 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 Funds 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 Portfolios principal strategy is to invest in very 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 funds 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 datethe date on which principal is expected to be returned in full. Maintaining a WAL of 120 days or less |
| limits a funds 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; bankers 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 investments can pay |
| fixed, variable, or floating rates of interest. |
The Portfolio is subject to income risk, which is the chance that the Portfolios income will decline because of falling interest rates. The Portfolios 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 Portfolios income is based on short-term interest rateswhich can fluctuate significantly over short periodsincome risk is expected to be high.
Vanguard, advisor to the Money Market Portfolio, selects high-quality money market instruments. The Portfolio invests in high-quality commercial paper, U.S. Treasury and agency securities, certificates of deposit, bankers acceptances, 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 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 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 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.
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 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 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.
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| 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.
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 another rate. 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, or a reference rate. |
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 invest mainly in bonds. To achieve exposure to bonds, the Global Bond Index Portfolio invests in shares of other mutual funds.
| 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. Interest rate risk should be low for short-term bonds, moderate for intermediate-term bonds, and high for long-term bonds.
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.
| 52 | ||||
| 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.
| 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 |
| riskthe possibility that homeowners will repay their mortgages at slower rates. This will lengthen the duration or |
| average life of mortgage-backed securities held by a fund and delay the funds ability to reinvest proceeds at higher |
| interest rates making the fund more sensitive to changes in interest rates. |
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, Global 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. |
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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 perceived chance that 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. |
Credit risk should be low for the Short-Term Investment-Grade, Total Bond Market Index, and Global Bond Index Portfolios because they (or the underlying funds) 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 Short-Term Investment-Grade, Total Bond Market Index, and High Yield 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.
The Short-Term Investment-Grade, Total Bond Market Index, and High Yield 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 Short-Term Investment-Grade and High Yield Bond Portfolios 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. The Portfolios intend to hedge their foreign currency exposure to those bonds back to the U.S. dollar. To the extent that the Portfolios own foreign currency bonds, they are also subject to currency hedging risk, which is the chance that the currency hedging transactions entered into by a 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, 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.
The Portfolio is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall.
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| 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.
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, a GSEs 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 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 a 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 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 a 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
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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.
Foreign currency bonds are bonds denominated in the local currency of a non-U.S. country and issued by foreign governments, government agencies, and companies. The Portfolio intends to hedge its foreign currency exposure to those bonds back to the U.S. dollar. To the extent that the Portfolio owns foreign currency bonds, it is subject to currency hedging risk, which 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.
The Portfolio may invest up to 15% of its net assets in illiquid securities. Illiquid securities are investments that the Portfolio reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Restricted securities are a special type of illiquid security; these securities have not been publicly issued and legally can be resold only to qualified buyers. From time to time, the board of trustees may determine that particular 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 financial and industrial sectors subject the Portfolio to proportionately higher exposure to the risks of these sectors.
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
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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 is expected to be low.
The Bloomberg Barclays U.S. Aggregate Float Adjusted Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United Statesincluding government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securitiesall with maturities of more than 1 year. As of December 31, 2018, the Portfolio was composed of the following types of bonds:
| Type of Bond | Portion of Portfolios Net Assets |
| Treasury/Agency | 43.1% |
| Government Mortgage-Backed | 22.1 |
| Industrial | 16.0 |
| Finance | 8.7 |
| Foreign | 5.2 |
| Asset-Backed/Commercial Mortgage-Backed | 2.4 |
| Utilities | 1.9 |
| Other | 0.6 |
The Portfolios 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 Portfolios 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, 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 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 securitieswhich are packaged by private corporations and are not guaranteed by the U.S. governmentand enter into mortgage-dollar-roll transactions.
The Portfolio is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the 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.
The Portfolio is subject to extension risk, which is the chance that during periods of rising interest rates, certain debt securities will be paid off substantially more slowly than originally anticipated, and the value of those securities may fall. For funds that invest in mortgage-backed securities, extension risk is the chance that during periods of rising interest rates, homeowners will repay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Portfolio and delay the Portfolios ability to reinvest proceeds at higher interest rates.
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.
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Global Bond Index Portfolio
The Global Bond Index Portfolio is a fund of funds. The Portfolios board of trustees allocates the Portfolios assets among the underlying funds. The trustees may authorize the Portfolio to invest in additional or different Vanguard funds without shareholder approval. Additionally, the trustees may increase or decrease the percentage of assets invested in any underlying fund without advance notice to shareholders.
The Global Bond Index Portfolio seeks to track the investment performance of a composite index consisting of 70% Bloomberg Barclays U.S. Aggregate Float Adjusted Index and 30% Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged). The Portfolio does this by investing in a mix of Vanguard mutual funds and Vanguard Variable Insurance Fund (VVIF) portfolios (underlying funds).
The following paragraphs briefly describe the asset classes in which the Portfolio currently invests through its underlying funds.
U.S. fixed income securities generally consist of fixed income securities included in the Bloomberg Barclays U.S.
Aggregate Float Adjusted Index. The Bloomberg Barclays U.S. Aggregate Float Adjusted Index represents a wide spectrum of public, investment-grade, taxable, fixed income securities in the United Statesincluding government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securitiesall with maturities of more than 1 year. The Portfolio currently intends to obtain this exposure by investing in Vanguard Variable Insurance Fund Total Bond Market Index Portfolio.
Non-U.S. fixed income securities generally consist of fixed income securities included in the Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged). This Index provides a broad-based measure of the global, investment-grade, fixed-rate debt markets. The Index includes government, government agency, corporate, and securitized non-U.S. investment-grade fixed income investments, all 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) and with maturities of more than 1 year. The Portfolio currently intends to obtain this exposure by investing in Vanguard Total International Bond Index Fund.
| Plain Talk About International Investing |
| U.S. investors who invest in foreign securities will encounter risks not typically associated with U.S. companies because |
| foreign stock and bond markets operate differently from the U.S. markets. For instance, foreign companies and |
| governments may not be subject to the same or similar accounting, auditing, legal, tax, and financial reporting standards |
| and practices as U.S. companies and the U.S. government, and their stocks and bonds may not be as liquid as those of |
| similar U.S. entities. In addition, foreign stock exchanges, brokers, companies, bond markets, and dealers may be |
| subject to less government supervision and regulation than their counterparts in the United States. These factors, |
| among others, could negatively affect the returns U.S. investors receive from foreign investments. |
The Portfolio is subject to country/regional risk and currency hedging risk. Country/regional risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, or companies. Because an underlying fund may invest a large portion of its assets in bonds of issuers located in any one country or region, the Portfolios performance may be hurt disproportionately by the poor performance of the underlying funds performance in that area. Currency hedging risk is the chance that the currency hedging transactions entered into by the Portfolios underlying funds may not perfectly offset the funds foreign currency exposure.
The Portfolio obtains exposure to domestic fixed income securities by investing in Vanguard Variable Insurance Fund Total Bond Market Index Portfolio. To obtain exposure to non-U.S. fixed income securities, the Portfolio allocates approximately 30% of its assets to Admiral Shares of Vanguard Total International Bond Index Fund.
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 coupons 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. For mortgage-backed securities, this risk is known as prepayment risk.
Call/prepayment risk applies mainly to intermediate- and long-term corporate bonds and mortgage-backed securities.
By owning shares of the underlying funds, the Portfolio is subject to the risks associated with those funds. For more details on those risks, see the beginning section of More on the Bond Portfolios and also see the More on the Bond Portfolios: Total Bond Market Index Portfolio section.
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High Yield Bond Portfolio
The High Yield Bond Portfolio invests primarily in a diversified mix of high-yielding, higher-risk corporate bondscommonly known as junk bondswith 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.
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 issuers 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 issuers 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 trusts 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 Portfolios policy of investing at least 80% of its assets in corporate bonds that are rated below Baa by Moodys (or have an equivalent rating or, if unrated, are determined to be of comparable quality by the Portfolios advisor) may be changed only upon 60 days notice to shareholders.
The Portfolio may invest up to 20% of its assets in government securities and/or bonds that are rated Baa or above by Moodys 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 Moodys 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 Portfolios 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 companys 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, 2018, the Portfolios holdings had the following credit-quality characteristics:
| Credit Quality | Percentage of Portfolios Net Assets |
| Baa | 3.9% |
| Ba | 47.6 |
| B | 40.1 |
| Caa | 7.3 |
| C | 0.9 |
| Not Rated | 0.2 |
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Bonds that are rated below Moodys 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.
To minimize credit risk, the Portfolio normally diversifies its holdings among debt of 150200 separate issuers, representing many industries. As of December 31, 2018, the Portfolio held debt of 206 issuers. This diversification should lessen the negative impact to the Portfolio of a particular issuers 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.
Corporate bonds are traded among dealers and brokers that connect buyers with sellers. Liquidity in the corporate bond market may be challenged depending on overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, which may make them more difficult to value or sell.
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 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.
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 countrys 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 Portfolios 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 Allocation 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 Allocation 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. The bond portion of the Balanced Portfolio is also subject to liquidity risk. Both portions of the Balanced Portfolio are subject to manager risk. Each Portfolios bond holdings help to reducebut not eliminatesome 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 Portfolios balanced holdings, in the long run, should result in less investment riskand a lower investment returnthan 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 Portfolios 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 stocks share price. The advisors 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
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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 Portfolios stock holdings as of December 31, 2018, was $102 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 Portfolios bond holdings in anticipation of changes in interest rates. The Portfolio does not have specific maturity guidelines, and the average duration of the Portfolios bond holdings as of December 31, 2018, was 6.5 years.
A breakdown of the Portfolios bond holdings (which amounted to 33.9% of the Portfolios net assets) as of December 31, 2018, follows:
| Type of Bond | Percentage of Portfolios Bond Holdings |
| Industrial | 30.9% |
| Finance | 26.0 |
| Treasury | 18.3 |
| Utilities | 7.9 |
| Foreign | 5.8 |
| Other | 4.8 |
| Asset-Backed/Commercial Mortgage-Backed | 4.4 |
| Government Mortgage-Backed | 1.9 |
The advisor purchases bonds that are of investment-grade qualitythat is, bonds rated at least Baa3 by Moodys Investors Service, Inc., or BBB by Standard & Poorsor, 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 advisors view of economic and market conditions, the stock portion can be expected to represent at least 60% of the Portfolios 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 eventssuch as political upheaval, financial troubles, or natural disasterswill 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 Allocation and Moderate Allocation Portfolios
Each Allocation Portfolio is a fund 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 allocates each Portfolios 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 Portfolios assets invested in any particular underlying fund without advance notice to shareholders.
Through its investments in underlying funds, each Allocation Portfolio indirectly owns a diversified portfolio of stocks and fixed income securities.
| Plain Talk About Funds of Funds |
| The term fund of funds is used to describe a mutual fund that pursues its objective by investing in other mutual funds. A |
| fund of funds may charge for its own direct expenses, in addition to bearing a proportionate share of the expenses |
| charged by the underlying funds in which it invests. A fund of funds is best suited for long-term investors. |
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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 Shares (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% |
Each Allocation Portfolio is subject to asset allocation risk, which is the chance that the selection of underlying funds, and the allocation of assets to them, will cause the Portfolio to underperform other portfolios with a similar investment objective.
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 thanand at times have performed quite differently fromlarge-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 are often classified according to market capitalization, which is the market value of a companys outstanding shares. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors, and that market capitalization ranges can change over time. As of the calendar year ended December 31, 2018, the stocks in the underlying U.S. and foreign equity funds had asset-weighted median market capitalizations of approximately $84 billion and $24 billion, respectively.
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.
Through their investments in 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 eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value and/or liquidity of securities issued by foreign governments, government agencies, or companies. 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 funds 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 funds target index.
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More on the Stock Portfolios
The Equity Income, Diversified Value, Equity Index, Mid-Cap Index, Growth, Capital Growth, Small Company Growth,
International, and Real Estate 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 and Total International Stock Market Index Portfolios invest 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 Portfolios 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 and Total International Stock Market Index Portfolios, each Portfolio invests mainly in, or has exposure mainly to, stocks of U.S. companies.
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 Portfolios performance may be hurt disproportionately by the poor performance of relatively few stocks.
Investment Styles
Stocks of publicly traded companies are often classified according to market capitalization, which is the market value of a company's outstanding shares. These classifications typically include small-cap, mid-cap, and large-cap. Its important to understand that there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors, and that market capitalization ranges can change over time. The asset-weighted median market capitalization of each of the stock Portfolios as of December 31, 2018, was:
| Portfolio | Asset-Weighted Median Market Capitalization |
| Equity Income | $102.0 billion |
| Equity Index | 99.1 |
| Capital Growth | 90.2 |
| Diversified Value | 74.4 |
| Total Stock Market Index | 66.8 |
| Growth | 44.1 |
| International | 44.1 |
| Total International Stock Market Index | 23.5 |
| Mid-Cap Index | 12.5 |
| Real Estate Index | 12.3 |
| Small Company Growth | 3.4 |
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 invest in |
| stocks of companies believed to have above-average potential for growth in revenue, earnings, cash flow, or other |
| similar criteria. These stocks typically have low dividend yields, if any, and above-average prices in relation to measures |
| such as earnings and book value. Value funds typically invest in stocks whose prices are below average in relation to |
| those measures; these stocks often have above-average dividend yields. Value stocks also may remain undervalued by the |
| market for long periods of time. Growth and value stocks have historically produced similar long-term returns, though each |
| category has periods when it outperforms the other. |
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 betteror worsethan 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 betteror worsethan U.S. stocks.
The following illustration shows how each of the nine Portfolios that invest in U.S. stocks generally fits into these categories.
Foreign Securities
The International Portfolio and Total International Stock Market Index Portfolio invest 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 Real Estate Index Portfolios, foreign securities will be held only to the extent that they are represented in each Portfolios 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 eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
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 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 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
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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 that it believes will produce above-average income and that, in the advisors opinion, have the potential for long-term capital appreciation.
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.
Vanguard constructs a diversified portfolio of dividend-paying stocks based on its assessment of the relative return potential of the securities. Vanguard 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 continually evolving process that was developed and is managed by Vanguards Quantitative Equity Group. The process evaluates all of the securities in the Portfolios benchmark, the FTSE High Dividend Yield Index, while seeking to maintain a risk profile similar to that of the Index. All potential enhancements to the process go through rigorous peer vetting and validation before being implemented.
Diversified Value Portfolio
The Diversified Value Portfolio invests mainly in common stocks of large- and mid-size companies (although the advisor will occasionally select stocks with lower market capitalizations) whose stocks are considered by the advisor to be undervalued. Barrow, Hanley, advisor to the Portfolio, uses traditional methods of stock selectionresearch and analysisto 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, Barrow, Hanley generally invests no more than 15% of the Portfolios assets in a single industry group. The Portfolios overall makeup is expected to differ from that of the broad stock market in terms of industry weightings and market capitalization. Therefore, the Portfolios 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 Portfolios board of trustees allocates its assets among the underlying funds and 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 Portfolios target index. The Portfolios 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 fundsVanguard 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, 2018, the Portfolio allocated 83.2% of its assets to Vanguard Variable Insurance Fund Equity Index Portfolio and the remaining 16.8% of its assets to Vanguard Extended Market Index Fund. As of the date of this prospectus, the Portfolio invested in Admiral Shares of the Extended Market Index Fund. Share class changes may be made without prior notice to shareholders. Through its investments in the 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 & Poors 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, 2018, these stocks represented approximately 80% of the market value of all U.S. common stocks. In seeking to fully 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 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
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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 greatest 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 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 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. Jackson Square 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 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.
Capital Growth Portfolio
The Capital Growth Portfolio invests mainly in common stocks of companies that the advisor believes 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, 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.
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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 ($5.6 million to $18.6 billion, as of December 31, 2018). 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 Partners uses in-depth, fundamental research to uncover companies that, in its opinion, can control their own economic destiny. The advisor 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, the advisor 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 it believes will deliver returns beyond those of the benchmark index over time.
Vanguard constructs a broadly diversified portfolio of small-cap domestic growth stocks based on its assessment of the relative return potential of the securities. Vanguard 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 continually evolving process that was developed and is managed by Vanguard's Quantitative Equity Group. The process evaluates all of the securities in the Portfolio's benchmark, the Russell 2500 Growth Index, while seeking to maintain a risk profile similar to that of the Index. All potential enhancements to the process go through vigorous peer vetting and validation before being implemented.
| 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 and Total International Stock Market Index Portfolio
The International Portfolio and Total International Stock Market Index Portfolio invest mainly in, or have exposure mainly to, stocks of non-U.S. companies.
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Each Portfolio is subject to country/regional risk and currency risk. Country/regional risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries or regions. Because a Portfolio or underlying fund in which a Portfolio invests may invest a large portion of their assets in securities of companies located in any one country or region, a Portfolio's performance may be hurt disproportionately by the poor performance of its investments in that area. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates. Country/regional risk and currency risk are especially high in emerging markets.
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.
| Plain Talk About International Investing |
| U.S. investors who invest in foreign securities will encounter risks not typically associated with U.S. companies because |
| foreign stock and bond markets operate differently from the U.S. markets. For instance, foreign companies and |
| governments may not be subject to the same or similar accounting, auditing, legal, tax, and financial reporting standards |
| and practices as U.S. companies and the U.S. government, and their stocks and bonds may not be as liquid as those of |
| similar U.S. entities. In addition, foreign stock exchanges, brokers, companies, bond markets, and dealers may be |
| subject to less government supervision and regulation than their counterparts in the United States. These factors, |
| among others, could negatively affect the returns U.S. investors receive from foreign investments. |
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 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.
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. Schroders 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 90 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 Portfolio managed by Schroders rests with the portfolio manager.
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.
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.
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Total International Stock Market Index Portfolio
The Total International Stock Market Index Portfolio is a fund of funds. The Portfolios board of trustees allocates its assets among the underlying funds and may authorize the Portfolio to invest in additional or different Vanguard funds without shareholder approval. Additionally, the trustees may increase or decrease the percentage of assets invested in any fund without advance notice to shareholders.
The Total International Stock Market Index Portfolio seeks to track the performance of the FTSE Global All Cap ex US Index by investing all, or substantially all, of its assets in a mix of underlying funds that will change over time as the composition of the Index changes. The Portfolio invests in the following underlying funds: Vanguard Pacific 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 Emerging Markets Stock Index Fund, and Vanguard Developed Markets Index Fund. As of December 31, 2018, the Portfolio invested in Investor Shares of Vanguard FTSE All-World ex-US Small-Cap Index Fund and Admiral Shares of the remaining underlying Vanguard funds.
The following paragraphs briefly describe the underlying funds in which the Portfolio currently invests.
Vanguard Pacific Stock Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of the Pacific region. The Fund employs an indexing investment approach by investing all, or substantially all, of its assets in the common stocks included in the FTSE Developed Asia Pacific All Cap Index. The FTSE Developed Asia Pacific All Cap Index is a market-capitalization-weighted index that is made up of approximately 2,294 common stocks of large-, mid-, and small-cap companies located in Japan, Australia, South Korea, Hong Kong, and Singapore.
Vanguard European Stock Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of Europe. The Fund employs an indexing investment approach by investing all, or substantially all, of its assets in the common stocks included in the FTSE Developed Europe All Cap Index. The FTSE Developed Europe All Cap Index is a market-capitalization-weighted index that is made up of approximately 1,333 common stocks of large-, mid-, and small-cap companies located in 16 European countriesmostly companies in the United Kingdom, France, Germany, and Switzerland. Other countries represented in the Index include Spain, the Netherlands, Sweden, Italy, Denmark, Belgium, Finland, and Norway.
Vanguard FTSE All-World ex-US Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks of companies located in developed and emerging markets outside of the United States. The Fund employs an indexing investment approach designed to track the performance of the FTSE All-World ex US Index, a float-adjusted, market-capitalization-weighted index designed to measure equity market performance of international markets, excluding the United States. As of the Funds fiscal year ended October 31, 2018, the Index included 2,582 stocks of companies located in 47 markets, including both developed and emerging markets, and the largest markets covered in the index were Japan, the United Kingdom, France, and China (which made up approximately 18.1%, 12.5%, 7.2%, and 6.7%, respectively, of the Index's market capitalization). The Fund 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.
Vanguard FTSE All-World ex-US Small-Cap Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks of international small-cap companies. The Fund employs an indexing investment approach designed to track the performance of the FTSE Global Small Cap ex US Index, a float-adjusted, market-capitalization-weighted index designed to measure equity market performance of international small-capitalization stocks. As of the Funds fiscal year ended October 31, 2018, the Index included 3,430 stocks of companies located in 46 markets, including both developed and emerging markets, and the largest markets covered in the Index were Japan, Canada, the United Kingdom, and Taiwan (which made up approximately 16%, 14%, 11%, and 6%, respectively, of the Index's market capitalization). The Fund attempts to sample the target index by investing all, or substantially all, of its assets in common stocks in the Index and by holding a representative sample of securities that resembles the full Index in terms of key risk factors and other characteristics. These factors include industry weightings, country weightings, market capitalization, and other financial characteristics of stocks.
Vanguard Emerging Markets Stock Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in emerging market countries. The Fund employs an indexing investment approach designed to track the performance of the FTSE Emerging Markets All Cap China A Inclusion Index, a market-capitalization-weighted index that is made up of approximately 4,027 common stocks of large-, mid-, and small-cap companies located in emerging markets around the world. The Fund invests by sampling the Index, meaning that it holds a broadly diversified collection of securities that, in the aggregate, approximates the Index in terms of key characteristics. These key characteristics include industry weightings and market capitalization, as well as certain financial measures, such as price/earnings ratio and dividend yield.
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Vanguard Developed Markets Index Fund seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in Canada and the major markets of Europe and the Pacific region. The Fund employs an indexing investment approach designed to track the performance of the FTSE Developed All Cap ex US Index, a market-capitalization-weighted index that is made up of approximately 3,885 common stocks of large-, mid-, and small-cap companies located in Canada and the major markets of Europe and the Pacific region.
The Portfolio is subject to emerging markets risk, which is the chance that the stocks of companies located in emerging markets will be substantially more volatile, and substantially less liquid, than the stocks of companies located in more developed foreign markets because, among other factors, emerging markets can have greater custodial and operational risks; less developed legal, tax, regulatory, and accounting systems; and greater political, social, and economic instability than developed markets.
Real Estate Index Portfolio
The Portfolio attempts to track the investment performance of a benchmark index that measures the performance of publicly traded equity REITs and other real estate-related investments, including but not limited to specialized REITs, and real estate management and development companies.
| 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 Investable Market Real Estate 25/50 Index in approximately the same proportion as its weighting in the Index. For example, if 5% of the MSCI US Investable Market Real Estate 25/50 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 and other real estate-related investments, 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 and other real estate-related investments will decline because of adverse developments affecting the real estate industry and real property values. Because the Portfolio concentrates its assets in these 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.
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 both |
| properties and mortgages. The Portfolio invests in equity REITs and other real estate-related investments. |
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Because of its emphasis on REIT stocks, the Portfolios 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 REITs 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 REITs 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 issuers operations and market value in periods of rising interest rates.
The MSCI US Investable Market Real Estate 25/50 Index is a float-adjusted market capitalization-weighted index. It is made up of stocks of publicly traded equity REITs and other real estate-related investments that meet certain criteria. For example, to be included initially 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 and other real estate-related investments, including but not limited to specialized REITs, and real estate management and development companies.
The components of the Portfolio are rebalanced on a quarterly basis. The Index rebalances as a float-adjusted market-capitalization-weighted index and stocks may enter or fall out of the index on a quarterly basis in connection with the index rebalance process.
The Portfolio is subject to asset concentration risk, which is the chance that, because the Portfolios target index (and therefore the Portfolio) tends to be heavily weighted in its ten largest holdings, the Portfolios performance may be hurt disproportionately by the poor performance of relatively few stocks.
As of December 31, 2018, 187 equity REITs were included in the Index. The components of the Portfolio are 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. Securities in the MSCI US Investable Market Real Estate 25/50 Index have differing levels of capitalization. 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 Investable Market Real Estate 25/50 Index represent a broadly diversified range of property types.
The makeup of the Portfolio, as of December 31, 2018, was as follows.
| Portfolio Allocation by REIT type | Percentage of Portfolio |
| Specialized | 32.0% |
| Retail | 14.6 |
| Residential | 14.0 |
| Health Care | 9.9 |
| Office | 9.8 |
| Industrial | 6.8 |
| Hotel & Resort | 4.9 |
| Diversified | 4.6 |
| Real Estate Management and Development | 3.4 |
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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 Allocation 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 a Portfolio seeks to track. Portfolios may also purchase futures or ETFs when doing so will reduce a Portfolios transaction costs, facilitate cash management, mitigate risk,
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or have 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, or a reference rate.
Each Portfolio may invest, to varying extents, 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. On the other hand, non-exchange-traded derivativessuch as certain swap agreements and foreign currency |
| exchange forward contractstend to be more specialized or complex and may be more difficult to accurately value. |
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; 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.
Conservative Allocation, Moderate Allocation, Global Bond Index, and Total International Stock Market Index Portfolios
Each Portfolios underlying funds may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index, or a reference rate. Investments in derivatives may subject the underlying funds to risks different from, and possibly greater than, those of investments directly in the underlying securities or assets. The underlying funds will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Other Portfolios (Excluding the Money Market Portfolio)
All of the other Portfolios (excluding the Real Estate Index and Money Market Portfolios) 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, and Mid-Cap Index 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. Advisors 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.
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The Real Estate Index Portfolios derivative investments may include total return swaps or other derivatives.
Cash Management
Each Portfolios daily cash balance may be invested in Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund (each, a CMT Fund), which are low-cost money market funds. When investing in a CMT Fund, 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 CMT Fund.
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 strategy or policy employed 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 investment 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, Global Bond Market Index, Total Stock Market Index, Equity Index, Mid-Cap Index, Real Estate Index, Total International Stock Market Index, and Allocation Portfolios).
In addition, each Portfolio (other than the seven 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 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
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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.
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.
| Plain Talk About Turnover Rate |
| Before investing in a mutual fund, you should review its turnover rate. This rate gives an indication of how transaction |
| costs, which are not included in 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 over 200 funds holding assets of approximately $4.5 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although fund shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
The Conservative Allocation, Moderate Allocation, Global Bond Index, Total International Stock Market Index, 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 owned jointly by the funds it oversees and thus indirectly by the shareholders in those funds. |
| Most other mutual funds are operated by management companies that are owned by third partieseither public or |
| private stakeholdersand not by the funds they serve. |
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Investment Advisors
The Vanguard Group, Inc.
The Vanguard Group, Inc., P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, provides investment advisory services to 13 of the Portfolios of Vanguard Variable Insurance Fund pursuant to the Funds Service Agreement and subject to the supervision and oversight of the trustees and officers of the Fund. As of December 31, 2018, Vanguard managed approximately $3.9 trillion in assets.
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 Fixed Income Group also provides investment advisory services for the Global Bond Index Portfolio, a fund of funds, by (1) maintaining the Portfolios allocation to its underlying investments, and (2) providing investment advisory services to those underlying funds, subject to the supervision and oversight of the trustees and officers of the underlying funds. 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, has co-managed the Total Bond Market Index Portfolio since 2013, and has managed the Global Bond Index Portfolio since 2017. 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.
Samuel C. Martinez, CFA, Portfolio Manager at Vanguard. He has been with Vanguard since 2007, has worked in investment management since 2010, has managed investment portfolios since 2014, and has co-managed the Short-Term Investment-Grade Portfolio since 2018. Education: B.S., Southern Utah University; M.B.A., The Wharton School of the University of Pennsylvania.
Daniel Shaykevich, Principal of Vanguard. He has worked in investment management since 2001, has managed investment portfolios since 2004, has been with Vanguard since 2013, and has co-managed the Short-Term Investment-Grade Portfolio since 2018. Education: B.S., Carnegie Mellon University.
For the fiscal year ended December 31, 2018, 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, 2018, 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, 2018, 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 Real Estate Index Portfolios. The Equity Index Group also provides investment advisory services for the Conservative Allocation, Moderate Allocation, Total International Stock Market Index, 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 subject to the supervision and oversight of the trustees and officers of the 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; has co-managed the Conservative Allocation, Moderate Allocation, and Total Stock Market Index Portfolios since 2013; and has co-managed the Total International Stock Market Index Portfolio since 2017. Education: B.S., Kings College; M.S., Saint Josephs 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.
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Michelle Louie, CFA, Portfolio Manager at Vanguard. She has been with Vanguard since 2010, has worked in investment management since 2012, has managed investment portfolios since 2016, and has co-managed the Equity Index Portfolio since 2017. Education: B.S., The American University; M.B.A., The Georgia Institute of Technology.
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; has co-managed the Real Estate Index Portfolio since 2016; and has co-managed the Total International Stock Market Index Portfolio since 2017. 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 Real Estate 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:
James P. Stetler, Senior Portfolio Manager at Vanguard. He has been with Vanguard since 1982; has worked in investment management since 1996; has managed investment portfolios, 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 the Alpha Equity Investment team within Vanguards Quantitative Equity Group. He oversees the active quantitative equity funds and separately managed equity accounts. 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, 2018, the Equity Index Portfolios advisory expenses represented an effective annual rate of 0.02% of the Portfolios average net assets.
For the fiscal year ended December 31, 2018, the Mid-Cap Index Portfolios advisory expenses represented an effective annual rate of 0.02% of the Portfolios average net assets.
For the fiscal year ended December 31, 2018, the Real Estate Index Portfolios advisory expenses represented an effective annual rate of 0.02% of the Portfolios average net assets.
Vanguard employs seven independent investment advisors to manage eight of the Portfolios of Vanguard Variable Insurance Fund.
Wellington Management Company LLP
Wellington Management Company LLP, 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, 2018, Wellington Management and its investment advisory affiliates had investment management authority with respect to approximately $1 trillion 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 (co-managed since March 2019). Education: B.A., Williams College; M.B.A., Harvard Business School.
Michael L. Hong, CFA, Senior 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 fixed income portion of the Balanced Portfolio since 2003 (co-managed since 2017). Education: B.A., Tufts University.
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Loren L. Moran, CFA, Senior 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 fixed income portion of the Balanced Portfolio since 2017. Education: B.S., Georgetown University.
Daniel J. Pozen, Senior Managing Director and Equity Portfolio Manager of Wellington Management. He has worked in investment management since 1999, has been with Wellington Management since 2006, has managed investment portfolios since 2012, and has co-managed the stock portion of the Balanced Portfolio since March 2019. Education: B.A., Williams College; M.B.A., Dartmouth College (Tuck).
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 fixed income portion of the Balanced Portfolio since 2017. Education: B.A., University of Virginia.
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, 2018, 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, 2018, the advisory fee paid to Wellington Management with respect to the Balanced Portfolio represented an effective annual rate of 0.05% of the Portfolios average net assets before a performance-based decrease of less than 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. Vanguard provides investment advisory services to the Portfolio, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended December 31, 2018, 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 less than 0.01%.
Barrow, Hanley, Mewhinney & Strauss, LLC
Barrow, Hanley, Mewhinney & Strauss, LLC, 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 $71.9 billion in stock and bond portfolios as of December 31, 2018. Barrow, Hanley manages the Portfolio subject to the supervision and oversight of Vanguard and the Funds board of trustees.
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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, 2018, the advisory fee paid to Barrow, Hanley represented an effective annual rate of 0.13% of the Diversified Value Portfolios average net assets before a performance-based decrease of 0.03%.
Jackson Square Partners, LLC
Jackson Square Partners, LLC, 101 California Street, Suite 3750, San Francisco, CA 94111, provides investment advisory services for the Growth Portfolio. As of December 31, 2018, Jackson Square managed approximately $16.8 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 Research 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 Research 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 Research 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.
Jackson Square Partners, LLC, and Wellington Management Company LLP
Jackson Square and Wellington Management 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. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease.
For the fiscal year ended December 31, 2018, the aggregate advisory fees represented an effective annual rate of 0.14% of the Growth Portfolios average net assets before a performance-based decrease of less than 0.01%.
PRIMECAP Management Company
PRIMECAP Management Company, 177 East Colorado Blvd, 11th Floor, Pasadena, CA 91105, 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 $127.2 billion in assets as of December 31, 2018. PRIMECAP manages the Portfolio subject to the supervision and oversight of Vanguard and the Funds board of trustees.
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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, Executive 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 a 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, 2018, 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, 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, 2018, ArrowMark Partners managed approximately $17.3 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 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 2016. Education: B.A., Williams College.
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. When the performance adjustment is positive, the Portfolios expenses increase; when it is negative, expenses decrease. Vanguard provides investment advisory services to the Portfolio, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended December 31, 2018, the aggregate advisory fees and expenses represented an effective annual rate of 0.13% of the Small Company Growth Portfolios average net assets before a performance-based increase of 0.01%.
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Baillie Gifford Overseas Ltd. and Schroder Investment Management North America Inc.
Baillie Gifford Overseas Ltd., Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN, Scotland and Schroder Investment Management North America Inc. (Schroders), 7 Bryant Park, 19th Floor, New York, NY 10018-3706 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, 2018, Baillie Gifford & Co. had assets under management that totaled approximately $221 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, 2018, Schroders plc, together with its affiliated companies, managed approximately $519 billion in assets. Schroder Investment Management North America Ltd. (Schroder Limited), 1 London Wall Place, London, EC2Y 5AU, United Kingdom, 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, and Chief of Investment Staff. 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 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 58.5% of its advisory fee to Schroder Limited for providing sub-advisory services.
For the fiscal year ended December 31, 2018, 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 board of trustees of Vanguard Variable Insurance Fund may, without prior approval from shareholders, change the terms of an advisory agreement with a third-party investment advisor or hire a new third-party investment advisoreither as a replacement for an existing advisor or as an additional advisor. Any significant change in third-party advisory arrangements will be communicated to shareholders in writing. As the Portfolios sponsor and overall manager, Vanguard may provide investment advisory services to a Portfolio 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. Vanguard Variable Insurance Fund has filed an application seeking a similar SEC exemption with respect to investment advisors that are wholly owned subsidiaries of Vanguard. If the exemption is granted, the Portfolios may rely on the new SEC relief.
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 generally will 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 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 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. In the rare event the NYSE experiences unanticipated disruptions and is unavailable at the close of the trading day, NAVs will be calculated as of the close of regular trading on the Nasdaq (or another alternate exchange if the Nasdaq is unavailable, as determined at Vanguards discretion), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus liabilities, of the 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 Global Bond Index, Total Stock Market Index, Total International 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).
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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, Global Bond Index, Total Stock Market Index, and Total International Stock Market Index Portfolios invest explain the circumstances under which the underlying funds will use fair-value pricing and the effects of doing so.
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.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Portfolios 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 reportsalong with the Portfolios financial statementsare included in the Vanguard Variable Insurance Funds most recent annual reports 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.
| Money Market Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 |
| Investment Operations | |||||
| Net Investment Income | .0201 | .0101 | .005 | .001 | .001 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | | | | | |
| Total from Investment Operations | .020 | .010 | .005 | .001 | .001 |
| Distributions | |||||
| Dividends from Net Investment Income | (.020) | (.010) | (.005) | (.001) | (.001) |
| Distributions from Realized Capital Gains | | | | | |
| Total Distributions | (.020) | (.010) | (.005) | (.001) | (.001) |
| Net Asset Value, End of Period | $1.00 | $1.00 | $1.00 | $1.00 | $1.00 |
| Total Return | 1.97% | 1.01% | 0.48% | 0.15% | 0.10% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,218 | $961 | $965 | $1,217 | $1,197 |
| Ratio of Expenses to | |||||
| Average Net Assets2 | 0.15% | 0.16% | 0.16% | 0.06% | 0.06% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.97% | 1.00% | 0.46% | 0.15% | 0.10% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Vanguard and the board of trustees have agreed to temporarily limit certain net operating expenses in excess of the | |||||
| Portfolios daily yield in order to maintain a zero or positive yield for the Portfolio. Vanguard and the board of trustees may | |||||
| terminate the temporary expense limitation at any time. The Portfolio is not obligated to repay this amount to Vanguard. | |||||
| The ratio of total expenses to average net assets before an expense reduction was 0.16% for 2016, 0.16% for 2015, and | |||||
| 0.16% for 2014. For the years ended December 31, 2018, and 2017, there were no expense reductions. | |||||
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| Short-Term Investment-Grade Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $10.63 | $10.63 | $10.55 | $10.63 | $10.68 |
| Investment Operations | |||||
| Net Investment Income | .2841 | .2241 | .215 | .207 | .187 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.187) | .005 | .068 | (.088) | (.002) |
| Total from Investment Operations | .097 | .229 | .283 | .119 | .185 |
| Distributions | |||||
| Dividends from Net Investment Income | (.187) | (.211) | (.203) | (.197) | (.180) |
| Distributions from Realized Capital Gains | | (.018) | | (.002) | (.055) |
| Total Distributions | (.187) | (.229) | (.203) | (.199) | (.235) |
| Net Asset Value, End of Period | $10.54 | $10.63 | $10.63 | $10.55 | $10.63 |
| Total Return | 0.94% | 2.19% | 2.72% | 1.12% | 1.76% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,683 | $1,604 | $1,372 | $1,303 | $1,265 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.14% | 0.16% | 0.16% | 0.16% | 0.20% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.72% | 2.11% | 2.05% | 1.94% | 1.88% |
| Portfolio Turnover Rate | 78% | 83% | 65% | 74% | 83% |
| 1 Calculated based on average shares outstanding. | |||||
| Total Bond Market Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $11.86 | $11.77 | $11.79 | $12.07 | $11.73 |
| Investment Operations | |||||
| Net Investment Income | .3131 | .2921 | .283 | .276 | .281 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.343) | .119 | .007 | (.233) | .397 |
| Total from Investment Operations | (.030) | .411 | .290 | .043 | .678 |
| Distributions | |||||
| Dividends from Net Investment Income | (.267) | (.283) | (.277) | (.272) | (.295) |
| Distributions from Realized Capital Gains | (.023) | (.038) | (.033) | (.051) | (.043) |
| Total Distributions | (.290) | (.321) | (.310) | (.323) | (.338) |
| Net Asset Value, End of Period | $11.54 | $11.86 | $11.77 | $11.79 | $12.07 |
| Total Return | 0.21% | 3.57% | 2.47% | 0.33% | 5.89% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $3,535 | $3,498 | $2,985 | $2,799 | $2,619 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.14% | 0.15% | 0.15% | 0.15% | 0.19% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.74% | 2.48% | 2.41% | 2.43% | 2.47% |
| Portfolio Turnover Rate2 | 89% | 91% | 104% | 149% | 118% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Includes 26%, 24%, 33%, 61%, and 61% attributable to mortgage-dollar-roll activity. | |||||
85
| Global Bond Index Portfolio | ||
| Year | ||
| Sept. 7, | ||
| Ended | 20171 to | |
| Dec. 31, | Dec. 31, | |
| For a Share Outstanding Throughout Each Period | 2018 | 2017 |
| Net Asset Value, Beginning of Period | $19.97 | $20.00 |
| Investment Operations | ||
| Net Investment Income2 | .462 | .164 |
| Capital Gain Distributions Received2 | .020 | |
| Net Realized and Unrealized Gain (Loss) on Investments | (.327) | (.194) |
| Total from Investment Operations | .155 | (.030) |
| Distributions | ||
| Dividends from Net Investment Income | (.051) | |
| Distributions from Realized Capital Gains | (.004) | |
| Total Distributions | (.055) | |
| Net Asset Value, End of Period | $20.07 | $19.97 |
| Total Return | 0.78% | 0.15% |
| Ratios/Supplemental Data | ||
| Net Assets, End of Period (Millions) | $163 | $55 |
| Ratio of Total Expenses to Average Net Assets | | |
| Acquired Fund Fees and Expenses | 0.13% | 0.14%3 |
| Ratio of Net Investment Income to Average Net Assets | 2.34% | 2.59%3 |
| Portfolio Turnover Rate | 10% | 8% |
| 1 Inception. | ||
| 2 Calculated based on average shares outstanding. | ||
| 3 Annualized. |
| High Yield Bond Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $8.13 | $7.99 | $7.59 | $8.14 | $8.24 |
| Investment Operations | |||||
| Net Investment Income | .4201 | .4191 | .397 | .427 | .416 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.636) | .119 | .426 | (.541) | (.061) |
| Total from Investment Operations | (.216) | .538 | .823 | (.114) | .355 |
| Distributions | |||||
| Dividends from Net Investment Income | (.384) | (.398) | (.423) | (.423) | (.455) |
| Distributions from Realized Capital Gains | | | | (.013) | |
| Total Distributions | (.384) | (.398) | (.423) | (.436) | (.455) |
| Net Asset Value, End of Period | $7.53 | $8.13 | $7.99 | $7.59 | $8.14 |
| Total Return | 2.73% | 7.00% | 11.35% | 1.58% | 4.40% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $704 | $752 | $622 | $521 | $534 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.26% | 0.28% | 0.28% | 0.28% | 0.29% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 5.39% | 5.22% | 5.44% | 5.41% | 5.24% |
| Portfolio Turnover Rate | 23% | 28% | 27% | 38% | 35% |
| 1 Calculated based on average shares outstanding. | |||||
| 86 | |||||
| Conservative Allocation Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $25.84 | $24.22 | $23.72 | $24.44 | $23.86 |
| Investment Operations | |||||
| Net Investment Income1 | .581 | .592 | .527 | .470 | .495 |
| Capital Gain Distributions Received1 | .100 | .203 | .128 | .201 | .130 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (1.417) | 1.769 | .728 | (.611) | .971 |
| Total from Investment Operations | (.736) | 2.564 | 1.383 | .060 | 1.596 |
| Distributions | |||||
| Dividends from Net Investment Income | (.519) | (.500) | (.407) | (.387) | (.386) |
| Distributions from Realized Capital Gains | (.565) | (.444) | (.476) | (.393) | (.630) |
| Total Distributions | (1.084) | (.944) | (.883) | (.780) | (1.016) |
| Net Asset Value, End of Period | $24.02 | $25.84 | $24.22 | $23.72 | $24.44 |
| Total Return | 2.98% | 10.89% | 6.02% | 0.20% | 6.91% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $321 | $306 | $233 | $199 | $160 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | | | | | |
| Acquired Fund Fees and Expenses | 0.13% | 0.14% | 0.16% | 0.16% | 0.19% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.33% | 2.38% | 2.20% | 1.95% | 2.07% |
| Portfolio Turnover Rate | 18% | 19% | 14% | 15% | 13% |
| 1 Calculated based on average shares outstanding. | |||||
| Moderate Allocation Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $29.35 | $26.67 | $25.80 | $26.63 | $25.72 |
| Investment Operations | |||||
| Net Investment Income1 | .634 | .657 | .581 | .499 | .521 |
| Capital Gain Distributions Received | .148 | .309 | .182 | .282 | .172 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (2.142) | 2.863 | 1.112 | (.809) | 1.066 |
| Total from Investment Operations | (1.360) | 3.829 | 1.875 | (.028) | 1.759 |
| Distributions | |||||
| Dividends from Net Investment Income | (.577) | (.545) | (.439) | (.417) | (.370) |
| Distributions from Realized Capital Gains | (.953) | (.604) | (.566) | (.385) | (.479) |
| Total Distributions | (1.530) | (1.149) | (1.005) | (.802) | (.849) |
| Net Asset Value, End of Period | $26.46 | $29.35 | $26.67 | $25.80 | $26.63 |
| Total Return | 4.94% | 14.80% | 7.55% | 0.16% | 7.03% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $400 | $394 | $294 | $257 | $198 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | | | | | |
| Acquired Fund Fees and Expenses | 0.12% | 0.14% | 0.16% | 0.16% | 0.19% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.25% | 2.36% | 2.25% | 1.89% | 2.00% |
| Portfolio Turnover Rate | 20% | 21% | 14% | 12% | 9% |
| 1 Calculated based on average shares outstanding. | |||||
87
| Balanced Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $24.80 | $23.03 | $22.32 | $23.99 | $23.66 |
| Investment Operations | |||||
| Net Investment Income | .6261 | .5821 | .581 | .576 | .569 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (1.414) | 2.648 | 1.713 | (.548) | 1.613 |
| Total from Investment Operations | (.788) | 3.230 | 2.294 | .028 | 2.182 |
| Distributions | |||||
| Dividends from Net Investment Income | (.582) | (.567) | (.576) | (.570) | (.555) |
| Distributions from Realized Capital Gains | (1.230) | (.893) | (1.008) | (1.128) | (1.297) |
| Total Distributions | (1.812) | (1.460) | (1.584) | (1.698) | (1.852) |
| Net Asset Value, End of Period | $22.20 | $24.80 | $23.03 | $22.32 | $23.99 |
| Total Return | 3.41% | 14.72% | 11.01% | 0.09% | 9.84% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,708 | $2,942 | $2,554 | $2,312 | $2,334 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.21% | 0.23% | 0.23% | 0.23% | 0.25% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.67% | 2.49% | 2.66% | 2.53% | 2.50% |
| Portfolio Turnover Rate3 | 36% | 28% | 33% | 45% | 70% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Includes performance-based investment advisory fee increases (decreases) of (0.00%), (0.00%), (0.01%), 0.00%, and 0.00%. | |||||
| 3 Includes 2%, 0%, 0%, 14%, and 15% attributable to mortgage-dollar-roll activity. | |||||
| Equity Income Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $24.64 | $22.10 | $21.22 | $23.04 | $22.36 |
| Investment Operations | |||||
| Net Investment Income | .6201 | .5821 | .568 | .597 | .603 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (1.977) | 3.275 | 2.361 | (.437) | 1.782 |
| Total from Investment Operations | (1.357) | 3.857 | 2.929 | .160 | 2.385 |
| Distributions | |||||
| Dividends from Net Investment Income | (.562) | (.583) | (.583) | (.596) | (.555) |
| Distributions from Realized Capital Gains | (1.481) | (.734) | (1.466) | (1.384) | (1.150) |
| Total Distributions | (2.043) | (1.317) | (2.049) | (1.980) | (1.705) |
| Net Asset Value, End of Period | $21.24 | $24.64 | $22.10 | $21.22 | $23.04 |
| Total Return | 5.96% | 18.25% | 15.07% | 0.85% | 11.41% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,374 | $1,372 | $1,172 | $940 | $978 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.29% | 0.31% | 0.30% | 0.31% | 0.32% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.69% | 2.56% | 2.89% | 2.76% | 2.69% |
| Portfolio Turnover Rate | 36% | 38% | 32% | 36% | 31% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Includes performance-based investment advisory fee increases (decreases) of (0.00%), (0.00%), (0.01%), (0.01%), and | |||||
| 0.00%. | |||||
| 88 | |||||
| Diversified Value Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $17.04 | $17.11 | $16.55 | $18.65 | $18.10 |
| Investment Operations | |||||
| Net Investment Income | .4121 | .4011 | .496 | .471 | .447 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (1.872) | 1.658 | 1.468 | (.901) | 1.248 |
| Total from Investment Operations | (1.460) | 2.059 | 1.964 | (.430) | 1.695 |
| Distributions | |||||
| Dividends from Net Investment Income | (.423) | (.491) | (.461) | (.466) | (.415) |
| Distributions from Realized Capital Gains | (.827) | (1.638) | (.943) | (1.204) | (.730) |
| Total Distributions | (1.250) | (2.129) | (1.404) | (1.670) | (1.145) |
| Net Asset Value, End of Period | $14.33 | $17.04 | $17.11 | $16.55 | $18.65 |
| Total Return | 9.12% | 13.16% | 12.96% | 2.45% | 9.83% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $887 | $1,137 | $1,130 | $1,060 | $1,213 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.25% | 0.27% | 0.27% | 0.28% | 0.34% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 2.58% | 2.45% | 3.01% | 2.55% | 2.50% |
| Portfolio Turnover Rate | 18% | 18% | 34% | 13% | 16% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Includes performance-based investment advisory fee increases (decreases) of (0.03%), (0.03%), (0.03%), (0.03%), and (0.01%). | |||||
| Total Stock Market Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $38.26 | $34.10 | $32.06 | $33.46 | $32.01 |
| Investment Operations | |||||
| Net Investment Income | .6031 | .6041 | .710 | .480 | .5061 |
| Capital Gain Distributions Received | .4941 | .8901 | .478 | .672 | .4621 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (2.964) | 5.270 | 2.598 | (1.019) | 2.717 |
| Total from Investment Operations | (1.867) | 6.764 | 3.786 | .133 | 3.685 |
| Distributions | |||||
| Dividends from Net Investment Income | (.600) | (.699) | (.484) | (.433) | (.450) |
| Distributions from Realized Capital Gains | (1.533) | (1.905) | (1.262) | (1.100) | (1.785) |
| Total Distributions | (2.133) | (2.604) | (1.746) | (1.533) | (2.235) |
| Net Asset Value, End of Period | $34.26 | $38.26 | $34.10 | $32.06 | $33.46 |
| Total Return | 5.34% | 20.97% | 12.56% | 0.37% | 12.29% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $2,047 | $2,104 | $1,735 | $1,699 | $1,629 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | | | | | |
| Acquired Fund Fees and Expenses | 0.13% | 0.15% | 0.16% | 0.16% | 0.17% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.59% | 1.71% | 2.10% | 1.53% | 1.61% |
| Portfolio Turnover Rate | 5% | 6% | 9% | 5% | 9% |
| 1 Calculated based on average shares outstanding. | |||||
89
| Equity Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $41.17 | $35.63 | $33.25 | $34.44 | $31.50 |
| Investment Operations | |||||
| Net Investment Income | .8041 | .6991 | .704 | .7592 | .587 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (2.556) | 6.734 | 3.055 | (.338) | 3.522 |
| Total from Investment Operations | (1.752) | 7.433 | 3.759 | .421 | 4.109 |
| Distributions | |||||
| Dividends from Net Investment Income | (.703) | (.699) | (.759) | (.569) | (.555) |
| Distributions from Realized Capital Gains | (.685) | (1.194) | (.620) | (1.042) | (.614) |
| Total Distributions | (1.388) | (1.893) | (1.379) | (1.611) | (1.169) |
| Net Asset Value, End of Period | $38.03 | $41.17 | $35.63 | $33.25 | $34.44 |
| Total Return | 4.51% | 21.66% | 11.81% | 1.27% | 13.51% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $4,934 | $5,178 | $4,329 | $3,985 | $3,784 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.14% | 0.15% | 0.15% | 0.15% | 0.16% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.94% | 1.85% | 2.08% | 2.31%2 | 1.88% |
| Portfolio Turnover Rate | 5% | 5% | 7% | 4% | 7% |
| 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 $0.13 and 0.35%, | |||||
| respectively, resulting from a special dividend from Medtronic plc in January 2015. | |||||
| Mid-Cap Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $23.72 | $21.11 | $20.76 | $22.49 | $20.77 |
| Investment Operations | |||||
| Net Investment Income | .3431 | .2921 | .280 | .291 | .266 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (2.386) | 3.575 | 1.814 | (.552) | 2.446 |
| Total from Investment Operations | (2.043) | 3.867 | 2.094 | (.261) | 2.712 |
| Distributions | |||||
| Dividends from Net Investment Income | (.286) | (.270) | (.292) | (.268) | (.200) |
| Distributions from Realized Capital Gains | (1.161) | (.987) | (1.452) | (1.201) | (.792) |
| Total Distributions | (1.447) | (1.257) | (1.744) | (1.469) | (.992) |
| Net Asset Value, End of Period | $20.23 | $23.72 | $21.11 | $20.76 | $22.49 |
| Total Return | 9.33% | 19.08% | 11.11% | 1.43% | 13.59% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,621 | $1,804 | $1,495 | $1,363 | $1,364 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.17% | 0.19% | 0.19% | 0.19% | 0.24% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.49% | 1.32% | 1.40% | 1.35% | 1.29% |
| Portfolio Turnover Rate | 21% | 18% | 21% | 23% | 16% |
| 1 Calculated based on average shares outstanding. | |||||
| 90 | |||||
| Growth Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $23.99 | $19.70 | $22.58 | $23.24 | $20.62 |
| Investment Operations | |||||
| Net Investment Income | .1131 | .0941 | .115 | .127 | .140 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | .038 | 5.685 | (.465) | 1.632 | 2.676 |
| Total from Investment Operations | .151 | 5.779 | (.350) | 1.759 | 2.816 |
| Distributions | |||||
| Dividends from Net Investment Income | (.080) | (.116) | (.126) | (.141) | (.090) |
| Distributions from Realized Capital Gains | (1.241) | (1.373) | (2.404) | (2.278) | (.106) |
| Total Distributions | (1.321) | (1.489) | (2.530) | (2.419) | (.196) |
| Net Asset Value, End of Period | $22.82 | $23.99 | $19.70 | $22.58 | $23.24 |
| Total Return | 0.20% | 30.92% | 1.08% | 7.98% | 13.79% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $598 | $558 | $415 | $506 | $446 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.39% | 0.40% | 0.42% | 0.44% | 0.43% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.45% | 0.43% | 0.53% | 0.57% | 0.65% |
| Portfolio Turnover Rate | 47% | 28% | 28% | 38% | 39% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Includes performance-based investment advisory fee increases (decreases) of 0.00%, (0.01%), 0.00%, 0.03%, and 0.01%. | |||||
| Capital Growth Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $35.12 | $28.36 | $26.64 | $27.15 | $23.60 |
| Investment Operations | |||||
| Net Investment Income (Loss) | .4291 | .3661 | .374 | .310 | .304 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (.754) | 7.580 | 2.362 | .391 | 3.945 |
| Total from Investment Operations | (.325) | 7.946 | 2.736 | .701 | 4.249 |
| Distributions | |||||
| Dividends from Net Investment Income | (.315) | (.371) | (.318) | (.301) | (.218) |
| Distributions from Realized Capital Gains | (.990) | (.815) | (.698) | (.910) | (.481) |
| Total Distributions | (1.305) | (1.186) | (1.016) | (1.211) | (.699) |
| Net Asset Value, End of Period | $33.49 | $35.12 | $28.36 | $26.64 | $27.15 |
| Total Return | 1.18% | 28.83% | 10.84% | 2.62% | 18.43% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,596 | $1,416 | $964 | $894 | $829 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.34% | 0.36% | 0.36% | 0.36% | 0.40% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.18% | 1.16% | 1.44% | 1.21% | 1.31% |
| Portfolio Turnover Rate | 6% | 7% | 5% | 5% | 11% |
| 1 Calculated based on average shares outstanding. | |||||
91
| Small Company Growth Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $24.62 | $21.50 | $20.79 | $24.14 | $26.90 |
| Investment Operations | |||||
| Net Investment Income | .1231 | .1091 | .116 | .078 | .085 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (1.563) | 4.652 | 2.547 | (.577) | .610 |
| Total from Investment Operations | (1.440) | 4.761 | 2.663 | (.499) | .695 |
| Distributions | |||||
| Dividends from Net Investment Income | (.103) | (.111) | (.074) | (.087) | (.075) |
| Distributions from Realized Capital Gains | (2.777) | (1.530) | (1.879) | (2.764) | (3.380) |
| Total Distributions | (2.880) | (1.641) | (1.953) | (2.851) | (3.455) |
| Net Asset Value, End of Period | $20.30 | $24.62 | $21.50 | $20.79 | $24.14 |
| Total Return | 7.22% | 23.46% | 14.94% | 2.75% | 3.38% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $1,827 | $1,750 | $1,397 | $1,256 | $1,329 |
| Ratio of Total Expenses to | |||||
| Average Net Assets2 | 0.32% | 0.34% | 0.36% | 0.37% | 0.39% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 0.52% | 0.48% | 0.58% | 0.33% | 0.34% |
| Portfolio Turnover Rate | 66% | 93% | 91% | 57% | 43% |
| 1 Calculated based on average shares outstanding. | |||||
| 2 Includes performance-based investment advisory fee increases (decreases) of 0.01%, 0.00%, 0.00%, (0.01%), and 0.01%. | |||||
| International Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $27.34 | $19.54 | $19.80 | $20.63 | $22.28 |
| Investment Operations | |||||
| Net Investment Income | .3671 | .2241 | .2711 | .278 | .4012 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (3.644) | 7.992 | .075 | (.394) | (1.736) |
| Total from Investment Operations | (3.277) | 8.216 | .346 | (.116) | (1.335) |
| Distributions | |||||
| Dividends from Net Investment Income | (.212) | (.258) | (.280) | (.392) | (.315) |
| Distributions from Realized Capital Gains | (.711) | (.158) | (.326) | (.322) | |
| Total Distributions | (.923) | (.416) | (.606) | (.714) | (.315) |
| Net Asset Value, End of Period | $23.14 | $27.34 | $19.54 | $19.80 | $20.63 |
| Total Return | 12.61% | 42.60% | 1.93% | 0.77% | 6.05% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $3,109 | $3,198 | $2,131 | $2,253 | $2,203 |
| Ratio of Total Expenses to | |||||
| Average Net Assets3 | 0.37% | 0.39% | 0.39% | 0.40% | 0.46% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 1.36% | 0.93% | 1.40% | 1.37% | 1.89%2 |
| Portfolio Turnover Rate | 16% | 16% | 29% | 23% | 24% |
| 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 0.03%. | |||||
| 92 | ||
| Total International Stock Market Index Portfolio | ||
| Year | Sept. 7, | |
| Ended | 20171 to | |
| Dec. 31, | Dec. 31, | |
| For a Share Outstanding Throughout Each Period | 2018 | 2017 |
| Net Asset Value, Beginning of Period | $21.15 | $20.00 |
| Investment Operations | ||
| Net Investment Income2 | .646 | .341 |
| Capital Gain Distributions Received2 | | |
| Net Realized and Unrealized Gain (Loss) on Investments | (3.716) | .809 |
| Total from Investment Operations | (3.070) | 1.150 |
| Distributions | ||
| Dividends from Net Investment Income | (.127) | |
| Distributions from Realized Capital Gains | (.013) | |
| Total Distributions | (.140) | |
| Net Asset Value, End of Period | $17.94 | $21.15 |
| Total Return | 14.62% | 5.75% |
| Ratios/Supplemental Data | ||
| Net Assets, End of Period (Millions) | $200 | $71 |
| Ratio of Total Expenses to | ||
| Average Net Assets | | |
| Acquired Fund Fees and Expenses | 0.11% | 0.11%3 |
| Ratio of Net Investment Income to Average Net Assets | 3.23% | 5.20%3 |
| Portfolio Turnover Rate | 6% | 5% |
| 1 Inception. | ||
| 2 Calculated based on average shares outstanding. | ||
| 3 Annualized. | ||
| Real Estate Index Portfolio | |||||
| Year Ended December 31, | |||||
| For a Share Outstanding Throughout Each Period | 2018 | 2017 | 2016 | 2015 | 2014 |
| Net Asset Value, Beginning of Period | $13.14 | $13.48 | $13.77 | $14.17 | $11.87 |
| Investment Operations | |||||
| Net Investment Income | .3671 | .3751 | .346 | .358 | .307 |
| Net Realized and Unrealized Gain (Loss) | |||||
| on Investments | (1.084) | .220 | .734 | (.032) | 3.061 |
| Total from Investment Operations | (.717) | .595 | 1.080 | .326 | 3.368 |
| Distributions | |||||
| Dividends from Net Investment Income | (.383) | (.336) | (.375) | (.251) | (.367) |
| Distributions from Realized Capital Gains | (.470) | (.599) | (.995) | (.475) | (.701) |
| Total Distributions | (.853) | (.935) | (1.370) | (.726) | (1.068) |
| Net Asset Value, End of Period | $11.57 | $13.14 | $13.48 | $13.77 | $14.17 |
| Total Return | 5.35% | 4.78% | 8.36% | 2.22% | 30.11% |
| Ratios/Supplemental Data | |||||
| Net Assets, End of Period (Millions) | $965 | $1,077 | $1,093 | $990 | $1,009 |
| Ratio of Total Expenses to | |||||
| Average Net Assets | 0.26% | 0.27% | 0.27% | 0.27% | 0.27% |
| Ratio of Net Investment Income to | |||||
| Average Net Assets | 3.04% | 2.87% | 2.55% | 2.60% | 3.96% |
| Portfolio Turnover Rate | 35% | 10% | 14% | 21% | 11% |
| 1 Calculated based on average shares outstanding. | |||||
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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 that the NYSE is open for trading. The redemption price of shares will be at the next-determined net asset value (NAV) per share. Redemption proceeds generally will be wired to the administrator on the business day following receipt of the redemption request, but no later than seven business days. Contract owners will receive their redemption checks from the administrator.
Under normal circumstances, each Portfolio typically expects to meet redemptions with positive cash flows. For multi-managed Portfolios, each Portfolio seeks first to meet redemptions from a cash or cash equivalent reserve or Vanguard may elect to instruct the advisors to sell a cross section of the Portfolios holdings to meet redemptions, while also factoring in transaction costs. For all other Portfolios, in the event there are not offsetting positive cash flows, each Portfolio seeks to maintain its risk exposure by selling a cross section of the Portfolios holdings to meet redemptions, while also factoring in transaction costs. Additionally, a Portfolio may work with the insurance companies through which contract owners participate in the Portfolio to implement redemptions in a manner that is least disruptive to the portfolio.
Under certain circumstances, including under stressed market conditions, there are additional tools that a Portfolio may use in order to meet redemptions, including advancing the settlement of market trades with counterparties to match investor redemption payments or delaying settlement of an investors transaction to match trade settlement within regulatory requirements. A Portfolio may also suspend payment of redemption proceeds for up to seven days. Additionally, under these unusual circumstances, the Portfolio may borrow money (subject to certain regulatory conditions and if available under board-approved procedures) through an interfund lending facility or through a bank line-of-credit, including a joint committed credit facility, in order to meet redemption requests.
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, each 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 a 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 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.
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CFA® is a registered trademark owned by CFA Institute.
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.
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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.
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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 MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY VANGUARD, OWNERS OF THE VANGUARD VARIABLE INSURANCE FUND 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.
BLOOMBERG is a trademark and service mark of Bloomberg Finance L.P. BARCLAYS is a trademark and service mark of Barclays Bank Plc, used under license. Bloomberg Finance L.P. and its affiliates, including Bloomberg Index Services Limited (BISL) (collectively, Bloomberg), or Bloombergs licensors, own all proprietary rights in the Bloomberg Barclays U.S. 1-5 Year Credit Bond Index, Bloomberg Barclays U.S. Aggregate Bond Index, Bloomberg Barclays U.S. Aggregate Float Adjusted Index, Bloomberg Barclays U.S. Corporate High Yield Bond Index, Bloomberg Barclays U.S. High Yield BA/B 2% Issuer Capped Index, Bloomberg Barclays Global Aggregate ex-USD Float Adjusted RIC Capped Index (USD Hedged), Bloomberg Barclays U.S. 1-5 Year Treasury Bond Index, and Bloomberg Barclays U.S. Credit A or Better Bond Index (the Indices or Bloomberg Barclays Indices).
Neither Barclays Bank Plc, Barclays Capital Inc., or any affiliate (collectively Barclays) or Bloomberg is the issuer or producer of the Total Bond Market Index Portfolio, the Conservative Allocation Portfolio, the Global Bond Index Portfolio, the High Yield Bond Portfolio, the Short-Term Investment-Grade Portfolio, the Balanced Portfolio, and the Moderate Allocation Portfolio and neither Bloomberg nor Barclays has any responsibilities, obligations or duties to investors in the aforementioned Portfolios. The Indices are licensed for use by The Vanguard Group, Inc. (Vanguard) as the sponsor of the aforementioned Portfolios. Bloomberg and Barclays only relationship with Vanguard in respect to the Indices is the
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licensing of the Indices, which is determined, composed and calculated by BISL, or any successor thereto, without regard to the Issuer or the aforementioned Portfolios or the owners of the aforementioned Portfolios.
Additionally, Vanguard may for itself execute transaction(s) with Barclays in or relating to the Indices in connection with the aforementioned Portfolios. Investors acquire the aforementioned Portfolios from Vanguard and investors neither acquire any interest in the Indices nor enter into any relationship of any kind whatsoever with Bloomberg or Barclays upon making an investment in the aforementioned Portfolios. The aforementioned Portfolios are not sponsored, endorsed, sold or promoted by Bloomberg or Barclays. Neither Bloomberg nor Barclays makes any representation or warranty, express or implied regarding the advisability of investing in the aforementioned Portfolios or the advisability of investing in securities generally or the ability of the Indices to track corresponding or relative market performance. Neither Bloomberg nor Barclays has passed on the legality or suitability of the aforementioned Portfolios with respect to any person or entity. Neither Bloomberg nor Barclays is responsible for and has not participated in the determination of the timing of, prices at, or quantities of the aforementioned Portfolios to be issued. Neither Bloomberg nor Barclays has any obligation to take the needs of the Issuer or the owners of the aforementioned Portfolios or any other third party into consideration in determining, composing or calculating the Indices. Neither Bloomberg nor Barclays has any obligation or liability in connection with administration, marketing or trading of the aforementioned Portfolios.
The licensing agreement between Bloomberg and Barclays is solely for the benefit of Bloomberg and Barclays and not for the benefit of the owners of the aforementioned Portfolios, investors or other third parties. In addition, the licensing agreement between Vanguard and Bloomberg is solely for the benefit of Vanguard and Bloomberg and not for the benefit of the owners of the aforementioned Portfolios, investors or other third parties.
NEITHER BLOOMBERG NOR BARCLAYS SHALL HAVE ANY LIABILITY TO THE ISSUER, INVESTORS OR TO OTHER THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER, THE INVESTORS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. NEITHER BLOOMBERG NOR BARCLAYS MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN. BLOOMBERG RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BLOOMBERG BARCLAYS INDICES, AND NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BLOOMBERG BARCLAYS INDICES. NEITHER BLOOMBERG NOR BARCLAYS SHALL BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS AND EVEN IF ADVISED OF THE POSSIBLITY OF SUCH, RESULTING FROM THE USE OF BLOOMBERG BARCLAYS INDICES OR ANY DATA INCLUDED THEREIN OR WITH RESPECT TO THE AFOREMENTIONED PORTFOLIOS.
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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 Global Aggregate ex-USD Float Adjusted RIC Capped Index Hedged. An index that includes government, government agency, corporate, and securitized non-U.S. investment grade fixed-income investments, all issued in currencies other than the U.S. dollar and with maturities of more than one year.
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.
Bloomberg Barclays U.S. Credit A or Better Bond Index. An index that includes high-quality corporate and international dollar-denominated bonds with a broad range of maturities.
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 Distributions. Payments 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.
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.
97
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.
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 Distributions. Payments 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 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.
FTSE Global All Cap ex US Index. A float-adjusted market-capitalization-weighted index designed to measure equity market performance of companies located in developed and emerging markets, excluding the United States.
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.
Joint Committed Credit Facility. The Portfolios participate, along with other funds managed by Vanguard, in a committed credit facility provided by a syndicate of lenders pursuant to a credit agreement that may be renewed annually; each Vanguard fund is individually liable for its borrowings, if any, under the credit facility. The amount and terms of the committed credit facility are subject to approval by the Funds board of trustees and renegotiation with the lender syndicate on an annual basis.
Liquidity. The degree of a securitys marketability (i.e., how quickly the security can be sold at a fair price and converted to cash).
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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.
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.
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.
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.
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.
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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.
Tracking Error. A measure of the difference between the performance of a fund or portfolio and that of its benchmark index.
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.
P.O. Box 2600
Valley Forge, PA 19482-2600
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| upon request: | as follows: |
| Annual/Semiannual Reports to Shareholders | Vanguard Annuity and Insurance Services |
| Additional information about the Funds investments is available in | P.O. Box 2600 |
| the Funds annual and semiannual reports to shareholders. In the | Valley Forge, PA 19482-2600 |
| annual reports, you will find a discussion of the market conditions | Telephone: 800-522-5555 |
| and investment strategies that significantly affected the Funds | Text Telephone for the hearing impaired: 800-749-7273 |
| performance during its last fiscal year. | |
| Information Provided by the Securities and Exchange | |
| Statement of Additional Information (SAI) | Commission (SEC) |
| The SAI provides more detailed information about the Fund and is | Reports and other information about the Fund are available in the |
| incorporated by reference into (and thus legally a part of) this | EDGAR database on the SECs website at www.sec.gov, or you can |
| prospectus. | receive copies of this information, for a fee, by electronic request at |
| the following email address: [email protected]v. | |
| Funds Investment Company Act file number: 811-05962 | |
| © 2019 The Vanguard Group, Inc. | |
| All rights reserved. | |
| Vanguard Marketing Corporation, Distributor. | |
| P 064 052019 | |
| PART B |
| VANGUARD® VARIABLE INSURANCE FUNDS |
| STATEMENT OF ADDITIONAL INFORMATION |
| April 26, 2019 |
| This Statement of Additional Information is not a prospectus but should be read in conjunction with the Fund’s current |
| prospectus (dated April 26, 2019). To obtain, without charge, a prospectus or the most recent Annual Report to |
| Shareholders, which contains the Fund’s financial statements as hereby incorporated by reference, please contact The |
| Vanguard Group, Inc. (Vanguard), 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-5 |
| Share Price | B-35 |
| Purchase and Redemption of Shares | B-36 |
| Management of the Fund | B-37 |
| Investment Advisory and Other Services | B-53 |
| Portfolio Transactions | B-72 |
| Vanguard‘s Proxy Voting Guidelines | B-76 |
| Financial Statements | B-82 |
| Description of Bond Ratings | B-82 |
| DESCRIPTION OF THE TRUST | |
| Vanguard Variable Insurance Funds (hereinafter the Trust or the Fund) currently offers the following Portfolios1: | |
| Balanced Portfolio | Mid-Cap Index Portfolio |
| Capital Growth Portfolio | Moderate Allocation Portfolio |
| Conservative Allocation Portfolio | Money Market Portfolio |
| Diversified Value Portfolio | Real Estate Index Portfolio2 |
| Equity Income Portfolio | Short-Term Investment-Grade Portfolio |
| Equity Index Portfolio | Small Company Growth Portfolio |
| Growth Portfolio | Total Bond Market Index Portfolio |
| Global Bond Index Portfolio | Total International Stock Market Index Portfolio |
| High Yield Bond Portfolio | Total Stock Market Index Portfolio |
| International Portfolio | |
| 1 Individually, a Portfolio; collectively, the Portfolios. | |
| 2 Prior to January 18, 2018, the Portfolio was named Vanguard REIT Index Portfolio. | |
| 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. 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, 240 Greenwich Street, New York, NY 10286 (for the Money Market, Short-Term Investment-Grade, High Yield Bond, and Total Bond Market Index Portfolios); State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111 (for the Balanced, Capital Growth, Diversified Value, Equity Income, Growth, International, and Small Company Growth Portfolios); JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179 (for the Conservative Allocation, Equity Index, Global Bond Index, Mid-Cap Index, Moderate Allocation, Real Estate Index, Total Stock Market Index, and Total International Stock Market Index Portfolios), 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 Portfolios current prospectus and elsewhere in this Statement of Additional Information. Each 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 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
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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 relating to the source of its income and the diversification of its assets. 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, and/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. 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.
Further, each Portfolio intends to comply with the separate asset diversification requirements imposed by Section 817(h) of the IRC on certain insurance company separate accounts. If a Portfolio were to fail to qualify as a regulated investment company or the Section 817(h) diversification test, each insurance companys separate account invested in the Portfolio would fail to satisfy the accounts separate 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 contract holders currently.
Dividends received and distributed by each Portfolio on shares of stock of domestic corporations (excluding Real Estate Investment Trusts (REITs)) may be eligible for the dividends-received deduction applicable to corporate shareholders. Insurance companies investing in the Portfolios through one or more separate accounts must satisfy certain requirements in order to claim the deduction. Capital gains distributed by the Portfolios are not eligible for the dividends-received deduction.
Under recent tax legislation, individuals (and certain other noncorporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary dividends from REITs and certain taxable income from publicly traded partnerships. Currently, there is not a regulatory mechanism for regulated investment companies to pass through the 20% deduction to shareholders. As a result, in comparison, investors investing directly in REITs or publicly traded partnerships would generally be eligible for the 20% deduction for such taxable income from these investments while investors investing in REITs or publicly traded partnerships indirectly through a Portfolio would not be eligible for the 20% deduction for their share of such taxable income.
For more information on the tax treatment of the Portfolios and its insurance company separate account shareholders, see Tax MattersFederal Tax Discussion Applicable to Variable Annuity and Variable Life Insurance Contracts.
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
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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 Portfolio.
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 Portfolio.
Diversification. With respect to 75% of its total assets, each Portfolio (other than the Conservative Allocation, Global Bond Index, Moderate Allocation, Total International Stock Market Index, 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, Global Bond Index, Moderate Allocation, Total International Stock Market Index, 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.
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 Real Estate 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, Global Bond Index, Mid-Cap Index, Total Bond Market Index, Total International Stock 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 (except the Global Bond Index and Total International Stock Market Index Portfolios) may not be materially changed without the approval of a majority of such Portfolios shareholders.
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 Portfolio.
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 a 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 Portfolio.
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.
B-4
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 each Portfolios 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 acquire such investments to the extent consistent with its investment strategies and policies. The Conservative Allocation, Global Bond Index, Moderate Allocation, Total International Stock Market Index, and Total Stock Market Index Portfolios (the Fund-of-Fund 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 Fund-of-Fund Portfolios 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
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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 when worldwide economic and liquidity conditions deteriorate. In addition, government actions and proposals that affect the terms of underlying home and consumer loans, thereby changing demand for products financed by those loans, as well as the inability of borrowers to refinance existing loans, have had and may continue to have a negative effect on the valuation and liquidity of asset-backed securities.
Borrowing. A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets (at the time of borrowing) made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations or for other reasons, a fund may be required to sell some of its portfolio holdings within three days (excluding Sundays and holidays) to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time.
Borrowing will tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a funds portfolio. Money borrowed will be subject to interest costs that may or may not be recovered by earnings on the securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales against-the-box); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) 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
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such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Convertible Securities. Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporations capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.
The market value of a convertible security is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible securitys price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive 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
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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 or an out-of-court restructuring of an issuers capital structure may result in the issuers debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.
Debt 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.
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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 SecuritiesEmerging Market Risk. Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and 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; 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; controls on foreign investment and limitations on repatriation of invested capital; generally, smaller, less seasoned, and newly organized companies; the difference 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 bond 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 bond markets of certain emerging market countries.
Debt SecuritiesForeign Debt Securities. Foreign debt securities are debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign governments and corporations. Foreign debt securities may trade in U.S. or foreign markets. Investing in foreign debt securities involves certain special risk considerations that are not typically associated with investing in debt securities of U.S. issuers.
Debt SecuritiesInflation-Indexed Securities. Inflation-indexed securities are debt securities, the principal value of which is periodically adjusted to reflect the rate of inflation as indicated by the Consumer Price Index (CPI). Inflation-indexed securities may be issued by the U.S. government, by agencies and instrumentalities of the U.S. government, and by corporations. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon payment.
The periodic adjustment of U.S. inflation-indexed securities is tied to the CPI, which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation, and energy. Inflation-indexed securities issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will correlate to the rate of inflation in the United States.
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
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rise because of reasons other than inflation (e.g., changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.
Coupon payments that a fund receives from inflation-indexed securities are included in the funds gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by Internal Revenue Service (IRS) regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested shares (which, like principal adjustments, are taxable to shareholders). It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.
Debt SecuritiesNon-Investment-Grade Securities. Non-investment-grade securities, also referred to as high-yield securities or junk bonds, are debt securities that are rated lower than the four highest rating categories by a nationally recognized statistical rating organization (e.g., lower than Baa3/P-2 by Moodys Investors Service, Inc. (Moodys) or below BBB/A-2 by Standard & Poors Financial Services LLC (Standard & Poors)) or, if unrated, are determined to be of comparable quality by the funds advisor. These securities are generally considered to be, on balance, predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation, and they will generally involve more credit risk than securities in the investment-grade categories. Non-investment-grade securities generally provide greater income and opportunity for capital appreciation than higher quality securities, but they also typically entail greater price volatility and principal and income risk.
Analysis of the creditworthiness of issuers of high-yield securities may be more complex than for issuers of investment-grade securities. Thus, reliance on credit ratings in making investment decisions entails greater risks for high-yield securities than for investment-grade securities. The success of a funds advisor in managing high-yield securities is more dependent upon its own credit analysis than is the case with investment-grade securities.
Some high-yield securities are issued by smaller, less-seasoned companies, while others are issued as part of a corporate restructuring such as an acquisition, a merger, or a leveraged buyout. Companies that issue high-yield securities are often highly leveraged and may not have more traditional methods of financing available to them. Therefore, the risk associated with acquiring the securities of such issuers generally is greater than is the case with investment-grade securities. Some high-yield securities were once rated as investment-grade but have been downgraded to junk bond status because of financial difficulties experienced by their issuers.
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
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high-yield security or the price at which a funds advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.
Except as otherwise provided in a funds prospectus, if a credit rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
Debt SecuritiesStructured and Indexed Securities. Structured securities (also called structured notes) and indexed securities are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities. The value of the principal of and/or interest on structured and indexed securities is determined by reference to changes in the value of a specific asset, reference rate, or index (the reference) or the relative change in two or more references. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased, depending upon changes in the applicable reference. The terms of the structured and indexed securities may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured or indexed securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional debt securities, which could lead to an overvaluation or an undervaluation of the securities.
Debt SecuritiesU.S. Government Securities. The term U.S. government securities refers to a variety of debt securities that are issued or guaranteed by the U.S. Treasury, by various agencies of the U.S. government, or by various instrumentalities that have been established or sponsored by the U.S. government. The term also refers to repurchase agreements collateralized by such securities.
U.S. Treasury securities are backed by the full faith and credit of the U.S. government, meaning that the U.S. government is required to repay the principal in the event of default. Other types of securities issued or guaranteed by federal agencies and U.S. government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. government. The U.S. government, however, does not guarantee the market price of any U.S. government securities. In the case of securities not backed by the full faith and credit of the U.S. government, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment.
Some of the U.S. government agencies that issue or guarantee securities include the Government National Mortgage Association, the Export-Import Bank of the United States, the Federal Housing Administration, the Maritime Administration, the Small Business Administration, and the Tennessee Valley Authority. An instrumentality of the U.S. government is a government agency organized under federal charter with government supervision. Instrumentalities issuing or guaranteeing securities include, among others, the Federal Deposit Insurance Corporation, the Federal Home Loan Banks, and the Federal National Mortgage Association.
Debt SecuritiesVariable and Floating Rate Securities. Variable and floating rate securities are debt securities that provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified 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
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risk may exist, for example, because of the failure of a market-dependent liquidity feature to operate as intended (as a result of the issuers declining creditworthiness, adverse market conditions, or other factors) or the inability or unwillingness of a participating broker-dealer to make a secondary market for such securities. As a result, variable or floating rate securities that include market-dependent liquidity features may lose value, and the holders of such securities may be required to retain them until the later of the repurchase date, the resale date, or the date of maturity. A demand instrument with a demand notice exceeding seven days may be considered illiquid if there is no secondary market for such security.
Debt SecuritiesZero-Coupon and Pay-in-Kind Securities. Zero-coupon and pay-in-kind securities are debt securities that do not make regular cash interest payments. Zero-coupon securities generally do not pay interest. Zero-coupon Treasury bonds are U.S. Treasury notes and bonds that have been stripped of their unmatured interest coupons, or the coupons themselves, and also receipts or certificates representing an interest in such stripped debt obligations and coupons. The timely payment of coupon interest and principal on these instruments remains guaranteed by the full faith and credit of the U.S. government. Pay-in-kind securities pay interest through the issuance of additional securities. These securities are generally issued at a discount to their principal or maturity value. Because such securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. Although these securities do not pay current cash income, federal income tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the original issue discount and other noncash income on such securities accrued during that year. Each fund that holds such securities intends to pass along such interest as a component of the funds distributions of net investment income. It may be necessary for the fund to liquidate portfolio positions, including when it is not advantageous to do so, in order to make required distributions.
Depositary Receipts. Depositary receipts (also sold as participatory notes) are securities that evidence ownership interests in a security or a pool of securities that have been deposited with a depository. Depositary receipts may be sponsored or unsponsored and include American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), and Global Depositary Receipts (GDRs). For ADRs, the depository is typically a U.S. financial institution, and the underlying securities are issued by a foreign issuer. For other depositary receipts, the depository may be a foreign or a U.S. entity, and the underlying securities may have a foreign or a U.S. issuer. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. Generally, ADRs are issued in registered form, denominated in U.S. dollars, and designed for use in the U.S. securities markets. Other depositary receipts, such as GDRs and EDRs, may be issued in bearer form and denominated in other currencies, and they are generally designed for use in securities markets outside the United States. Although the two types of depositary receipt facilities (sponsored and unsponsored) are similar, there are differences regarding a holders rights and obligations and the practices of market participants.
A depository may establish an unsponsored facility without participation by (or acquiescence of) the underlying issuer; typically, however, the depository requests a letter of nonobjection from the underlying issuer prior to establishing the facility. Holders of unsponsored depositary receipts generally bear all the costs of the facility. The depository usually charges fees upon the deposit and withdrawal of the underlying securities, the conversion of dividends into U.S. dollars or other currency, the disposition of noncash distributions, and the performance of other services. The depository of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the underlying issuer or to pass through voting rights to depositary receipt holders with respect to the underlying securities.
Sponsored depositary receipt facilities are created in generally the same manner as unsponsored facilities, except that sponsored depositary receipts are established jointly by a depository and the underlying issuer through a deposit agreement. The deposit agreement sets out the rights and responsibilities of the underlying issuer, the depository, and the depositary receipt holders. With sponsored facilities, the underlying issuer typically bears some of the costs of the 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.
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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 a 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. A 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 a fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the funds Cleared Derivatives declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds Cleared Derivatives increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis.
For OTC Derivatives, a 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)
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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 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)
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markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.
Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a funds trade details could be incorrectly or fraudulently entered at the time of a transaction. Securities of foreign issuers are generally more volatile and less liquid than securities of comparable U.S. issuers, and foreign investments may be effected through structures that may be complex or confusing. In certain countries, there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States. The risk that securities traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by government authorities, is also heightened. In addition, with respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, political or social instability, war, terrorism, nationalization, limitations on the removal of funds or other assets, or diplomatic developments that could affect U.S. investments in those countries. Additionally, economic or other sanctions imposed on the United States by a foreign country, or imposed on a foreign country or issuer by the United States, could impair a funds ability to buy, sell, hold, receive, deliver, or otherwise transact in certain investment securities. Sanctions could also affect the value and/or liquidity of a foreign security.
Although an advisor will endeavor to achieve the most favorable execution costs for a funds portfolio transactions in foreign securities under the circumstances, commissions and other transaction costs are generally higher than those on U.S. securities. In addition, it is expected that the custodian arrangement expenses for a fund that invests primarily in foreign securities will be somewhat greater than the expenses for a fund that invests primarily in domestic securities. Additionally, bankruptcy laws vary by jurisdiction and cash deposits may be subject to a custodians creditors. Certain foreign governments levy withholding or other taxes against dividend and interest income from, capital gains on the sale of, or transactions in foreign securities. Although in some countries a portion of these taxes is recoverable by the fund, the nonrecovered portion of foreign withholding taxes will reduce the income received from such securities.
The value of the foreign securities held by a fund that are not U.S. dollar-denominated may be significantly affected by changes in currency exchange rates. The U.S. dollar value of a foreign security generally decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated, and it tends to increase when the value of the U.S. dollar falls against such currency (as discussed under the heading Foreign SecuritiesForeign Currency Transactions, a fund may attempt to hedge its currency risks). In addition, the value of fund assets may be affected by losses and other expenses incurred from converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulations, currency devaluations, and political and economic developments.
Foreign SecuritiesChina A-shares Risk. China A-shares (A-shares) are shares of mainland Chinese companies that are traded locally on the Shanghai and Shenzhen stock exchanges. In order to invest in A-shares, a foreign investor must have access to an investment quota through a Qualified Foreign Institutional Investor (QFII) or a Renminbi QFII (RQFII) license holder. A-shares are also available through the China Stock Connect program, subject to separate quota limitations. The developing state of the investment and banking systems of the Peoples Republic of China (China, or the PRC) subjects the settlement, clearing, and registration of securities transactions to heightened risks. Additionally, there are foreign ownership limitations that may result in limitations on investment or the return of profits if a fund purchases and sells shares of an issuer in which it owns 5% or more of the shares issued within a six-month period. It is unclear if the 5% ownership will be determined by aggregating the holdings of a fund with affiliated funds.
Due to these restrictions, it is possible that the A-shares quota available to a fund as a foreign investor may not be sufficient to meet the funds investment needs. In this situation, a fund may seek an alternative method of economic exposure, such as by purchasing other classes of securities or depositary receipts or by utilizing derivatives. Any of these options could increase a funds index sampling risk (for index funds) or investment cost. Additionally, investing in A-shares generally increases emerging markets risk due in part to government and issuer market controls and the developing settlement and legal systems.
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
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A-shares through Stock Connect. Specifically, trading can be affected by a number of issues. Stock Connect can only operate when both PRC and Hong Kong markets are open for trading and when banking services are available in both markets on the corresponding settlement days. As such, if one or both markets are closed on a U.S. trading day, a fund may not be able to dispose of its shares in a timely manner, which could adversely affect the funds performance. Trading through Stock Connect may require pre-delivery or pre-validation of cash or securities to or by a broker. If the cash or securities are not in the brokers possession before the market opens on the day of selling, the sell order will be rejected. This requirement may limit a funds ability to dispose of its A-shares purchased through Stock Connect in a timely manner.
Additionally, Stock Connect is subject to daily quota limitations on purchases into the PRC. Once the daily quota is reached, orders to purchase additional A-shares through Stock Connect will be rejected. In addition, a funds purchase of A-shares through Stock Connect may only be subsequently sold through Stock Connect and is not otherwise transferable. Stock Connect utilizes an omnibus clearing structure, and the funds shares will be registered in its custodians name on the Hong Kong Central Clearing and Settlement System. This may limit an advisors ability to effectively manage a funds holdings, including the potential enforcement of equity owner rights.
Foreign SecuritiesEmerging Market Risk. Investing in emerging market countries involves certain risks not typically associated with investing in the United States, and it imposes risks greater than, or in addition to, risks of investing in more developed foreign countries. These risks include, but are not limited to, the following: nationalization or expropriation of assets or confiscatory taxation; currency devaluations and other currency exchange rate fluctuations; greater social, economic, and political uncertainty and instability (including amplified risk of war and terrorism); more substantial government involvement in the economy; less government supervision and regulation of the securities markets and participants in those markets and possible arbitrary and unpredictable enforcement of securities regulations and other laws; controls on foreign investment and limitations on repatriation of invested capital and on the funds ability to exchange local currencies for U.S. dollars; unavailability of currency-hedging techniques in certain emerging market countries; generally smaller, less seasoned, or newly organized companies; differences in, or lack of, auditing and financial reporting standards, which may result in unavailability of material information about issuers; difficulty in obtaining and/or enforcing a judgment in a court outside the United States; and greater price volatility, substantially less liquidity, and significantly smaller market capitalization of securities markets. Also, any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. Furthermore, high rates of inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Custodial services and other investment-related costs are often more expensive in emerging market countries, which can reduce a funds income from investments in securities or debt instruments of emerging market country issuers.
Foreign SecuritiesForeign Currency Transactions. The value in U.S. dollars of a funds non-dollar-denominated foreign securities 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
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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.
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
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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 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
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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 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
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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, a funds investments in these products may be subject to the limitations described under the heading Other Investment Companies.
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.
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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.
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.
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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 when worldwide economic and liquidity conditions deteriorate. U.S. government mortgage-backed securities are backed by the full faith and credit of the U.S. government. GNMA, the principal U.S. guarantor of these securities, is a wholly owned U.S. government corporation within the Department of Housing and Urban Development. Government-related mortgage-backed securities are not backed by the full faith and credit of the U.S. government. Issuers include FNMA and FHLMC, which are congressionally chartered corporations. In September 2008, the U.S. Treasury placed FNMA and FHLMC under conservatorship and appointed the Federal Housing Finance Agency (FHFA) to manage their daily operations. In addition, the U.S. Treasury entered into purchase agreements with FNMA and FHLMC to provide them with capital in exchange for senior preferred stock. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA. Participation certificates representing interests in mortgages from FHLMCs national portfolio are guaranteed as to the timely payment of interest and principal by FHLMC. Private, government, or government-related entities may create mortgage loan pools offering pass-through investments in addition to those described above. The mortgages underlying these securities may be alternative mortgage instruments (i.e., mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary).
Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. A funds ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. A funds ability to reinvest prepayments of principal at comparable yield is subject to generally prevailing interest rates at that time. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease,
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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 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
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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 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.
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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 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.
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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, 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 canceled 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
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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. 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 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
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flexibility to tailor an option to its needs, OTC options generally involve credit risk to the counterparty, whereas for exchange-traded, centrally cleared options, credit risk is mutualized through the involvement of the applicable clearing house.
The buyer (or holder) of an option is said to be long the option, while the seller (or writer) of an option is said to be short the option. A call option grants to the holder the right to buy (and obligates the writer to sell) the underlying security at the strike price, which is the predetermined price at which the option may be exercised. A put option grants to the holder the right to sell (and obligates the writer to buy) the underlying security at the strike price. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer, but that person could also seek to profit from an anticipated rise or decline in option prices. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying position exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying position. Generally, any profit realized by an option buyer represents a loss for the option writer. The writing of an option will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
If a trading market, in particular options, were to become unavailable, investors in those options (such as the funds) would be unable to close out their positions until trading resumes, and they may be faced with substantial losses if the value of the underlying instrument moves adversely during that time. Even if the market were to remain available, there may be times when options prices will not maintain their customary or anticipated relationships to the prices of the underlying instruments and related instruments. Lack of investor interest, changes in volatility, or other factors or conditions might adversely affect the liquidity, efficiency, continuity, or even the orderliness of the market for particular options.
A fund bears the risk that its advisor will not accurately predict future market trends. If the advisor attempts to use an option as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the option will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for the fund. Although hedging strategies involving options can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many options, in particular OTC options, are complex and often valued based on subjective factors. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
OTC Swap Agreements. An over-the-counter (OTC) swap agreement, which is a type of derivative, is an agreement between two parties (counterparties) to exchange payments at specified dates (periodic payment dates) on the basis of a specified amount (notional amount) with the payments calculated with reference to a specified asset, reference rate, or index.
Examples of OTC swap agreements include, but are not limited to, interest rate swaps, credit default swaps, equity swaps, commodity swaps, foreign currency swaps, index swaps, excess return swaps, and total return swaps. Most OTC swap agreements provide that when the periodic payment dates for both parties are the same, payments are netted and only the net amount is paid to the counterparty entitled to receive the net payment. Consequently, a 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
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swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
The use of OTC swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. OTC swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of an OTC swap requires an understanding not only of the referenced asset, reference rate, or index but also of the swap itself, without the benefit of observing the performance of the swap under all possible market conditions.
OTC swap agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If an OTC swap transaction is particularly large or if the relevant market is illiquid (as is the case with many OTC swaps), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses. In addition, OTC swap transactions may be subject to a funds limitation on investments in illiquid securities.
OTC swap agreements may be subject to pricing risk, which exists when a particular swap becomes extraordinarily expensive or inexpensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity or to realize the intrinsic value of the OTC swap agreement.
Because certain OTC swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain OTC swaps have the potential for unlimited loss, regardless of the size of the initial investment. A leveraged OTC swap transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing.
Like most other investments, OTC swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will not accurately forecast future market trends or the values of assets, reference rates, indexes, or other economic factors in establishing OTC swap positions for the fund. If the advisor attempts to use an OTC swap as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the OTC swap will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving OTC swap instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many OTC swaps are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
The use of an OTC swap agreement also involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. Additionally, the use of credit default swaps can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit swap is based.
The market for OTC swaps and swaptions is a relatively new market. It is possible that developments in the market could adversely affect a fund, including its ability to terminate existing OTC swap agreements or to realize amounts to be received under such agreements. As previously noted under the heading Derivatives, under the Dodd-Frank Act, certain swaps that may be used by a fund may be cleared through a clearinghouse and traded on an exchange or swap execution facility.
Other Investment Companies. A fund may invest in other investment companies to the extent permitted by applicable law or SEC exemption. Under Section 12(d)(1) of the 1940 Act, a fund generally may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company, as long as no investment represents more than 3% of the voting stock of an acquired investment company. In addition, no funds for which Vanguard acts as an advisor may, in the aggregate, own more than 10% of the voting stock of a closed-end investment company. The 1940 Act and related rules provide certain exemptions from these restrictions, for example, for funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the funds expenses (including operating expenses and the
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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. 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
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regulatory requirements. In addition, a REIT may fail to meet the requirements for qualification and taxation as a REIT under the IRC and/or fail to maintain exemption from the 1940 Act.
Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a debt security (generally a security issued by the U.S. government or an agency thereof, a 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. For the Money Market Portfolio, 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. For the remaining Portfolios, illiquid securities are investments that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) private equity investments, (7) commercial paper issued pursuant to Section 4(a)(2) of the 1933 Act, and (8) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the securitys issuer.
Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase
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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 Vanguard Market Liquidity Fund and/or Vanguard Municipal Cash Management Fund, which are low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the funds total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower marks to market on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the fund investing any cash collateral in interest-bearing short-term investments), any distribution on the lent securities, and any increase in their market value. Loan arrangements made by a fund will comply with all other applicable regulatory requirements, including the requirement to redeliver the securities within the standard settlement time applicable to the relevant trading market. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment companys trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the funds ability to vote on such a matter.
Pursuant to Vanguards securities lending policy, Vanguards fixed income and money market funds are not permitted to, and do not, lend their investment securities.
Tax MattersFederal Tax Discussion 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 in the IRC, U.S. Treasury regulations, and other applicable authorities. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. 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. If the IRS were to determine that contract holders have an impermissible level of control over the investments funding their contracts and thus treat the
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holders as the owners of the shares of a Portfolio, your contract could lose its favorable tax treatment and income and gain allocable to your contract could be taxable to you currently under the applicable federal income tax rules that may not be described herein. For information concerning the federal income tax consequences to a holder of such a contract, refer to the prospectus for the particular contract. A contract holder 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. Because insurance company separate accounts and other permitted investors are the only shareholders in the Portfolios, only certain tax aspects of an investment in the Portfolios relevant to such shareholders are described herein.
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 MattersForeign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a funds total assets are invested in securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each quarter of a funds taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests that has elected to pass through such taxes to shareholders.
Tax MattersInvestments in REITs and Other Mortgage-Related Instruments. If a Portfolio invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the Portfolios income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an excess inclusion) will be subject to U.S. federal income tax in all eventsincluding potentially at the Portfolio levelunder a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly. 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 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 MattersMarket Discount or Premium. The price of a bond purchased after its original issuance may reflect market discount or premium. Depending on the particular circumstances, market discount may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Premium is generally amortizable over the remaining
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term of the bond. Depending on the type of bond, premium may affect the amount of income required to be recognized by a fund holding the bond and the funds basis in the bond.
Tax MattersPassive Foreign Investment Companies. 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, Global Bond 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 Fund-of-Fund 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 deviates from $1 per share based on amortized cost. The extent of any deviation will be examined by the trustees. If
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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:
n The transaction costs of buying securities, determined in part by the availability of securities at that time. n The offsetting effect of any Portfolio redemptions occurring at that time.
n 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 and in accordance with procedures adopted by the Funds board of trustees. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
The 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.
Vanguard processes purchase and redemption requests through a pooled account. Pending investment direction or distribution of redemption proceeds, the assets in the pooled account are invested and any earnings (the float) are allocated proportionately among the Vanguard funds in order to offset fund expenses. Other than the float, Vanguard treats assets held in the pooled account as the assets of each shareholder making such purchase or redemption request.
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a shareholder or a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are in the best interest of a fund.
MANAGEMENT OF THE FUND
Vanguard
The Fund is part of the Vanguard group of investment companies, which consists of over 200 funds. Each fund is a series of a Delaware statutory trust. The funds obtain virtually all of their corporate management, administrative, and distribution services through the trusts jointly owned subsidiary, Vanguard. Vanguard also provides investment advisory services to certain Vanguard funds. All of these services are provided at Vanguards total cost of operations pursuant to the Fifth Amended and Restated Funds Service Agreement (the Agreement).
Vanguard was established and operates under the Agreement. Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. The funds officers are also employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
For all Portfolios except the Fund-of-Fund Portfolios. Vanguard provides corporate management, administrative, and distribution services. 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 Portfolio may be called upon to
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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 Portfolio’s relative net assets and its contribution to Vanguard’s capital.
As of December 31, 2018, 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 | $149,000 | 0.01% | 0.06% |
| Capital Growth Portfolio | 92,000 | 0.01 | 0.04 |
| Diversified Value Portfolio | 52,000 | 0.01 | 0.02 |
| Equity Income Portfolio | 78,000 | 0.01 | 0.03 |
| Equity Index Portfolio | 284,000 | 0.01 |
0.11 |
| Growth Portfolio | 34,000 | 0.01 | 0.01 |
| High Yield Bond Portfolio | 38,000 | 0.01 | 0.02 |
| International Portfolio | 176,000 | 0.01 | 0.07 |
| Mid-Cap Index Portfolio | 94,000 | 0.01 | 0.04 |
| Money Market Portfolio | 61,000 | 0.01 | 0.02 |
| Real Estate Index Portfolio | 55,000 | 0.01 | 0.02 |
| Short-Term Investment-Grade Portfolio | 87,000 | 0.01 | 0.03 |
| Small Company Growth Portfolio | 111,000 | 0.01 | 0.04 |
| Total Bond Market Index Portfolio | 183,000 | 0.01 | 0.07 |
For the Fund-of-Fund 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, 2018, the Acquired Fund Fees and Expenses of the Portfolios were as follows: 0.13% for the Total Stock Market Index Portfolio, the Global Bond Index Portfolio, and the Conservative Allocation Portfolio; 0.12% for the Moderate Allocation Portfolio; and 0.11% for the Total International Stock Market Index Portfolio.
Management. Corporate management and administrative services include (1) executive staff, (2) accounting and financial, (3) legal and regulatory, (4) shareholder account maintenance, (5) monitoring and control of custodian relationships, (6) shareholder reporting, and (7) review and evaluation of advisory and other services provided to the funds by third parties.
Distribution. Vanguard Marketing Corporation, 100 Vanguard Boulevard, Malvern, PA 19355, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds’ shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds’ trustees review and
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approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each funds continued participation in the joint arrangement.
To ensure that each funds participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMCs marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each funds sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no funds aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each funds contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
VMCs principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:
- Conducting or publishing Vanguard-generated research and analysis concerning the funds, other investments, the financial markets, or the economy.
- Providing views, opinions, advice, or commentary concerning the funds, other investments, the financial markets, or the economy.
- Providing analytical, statistical, performance, or other information concerning the funds, other investments, the financial markets, or the economy.
- Providing administrative services in connection with investments in the funds or other investments, including, but not limited to, shareholder services, recordkeeping services, and educational services.
- Providing products or services that assist investors or financial service providers (as defined below) in the investment decision-making process.
- Providing promotional discounts, commission-free trading, fee waivers, and other benefits to clients of Vanguard Brokerage Services® who maintain qualifying investments in the funds.
- Sponsoring, jointly sponsoring, financially supporting, or participating in conferences, programs, seminars, presentations, meetings, or other events involving fund shareholders, financial service providers, or others concerning the funds, other investments, the financial markets, or the economy, such as industry conferences, prospecting trips, due diligence visits, training or education meetings, and sales presentations.
VMC performs most marketing and distribution activities itself. Some activities may be conducted by third parties pursuant to shared marketing arrangements under which VMC agrees to share the costs and performance of marketing and distribution activities in concert with a financial service provider. Financial service providers include, but are not limited to, investment advisors, broker-dealers, financial planners, financial consultants, banks, and insurance companies. Under these cost- and performance-sharing arrangements, VMC may pay or reimburse a financial service provider (or a third party it retains) for marketing and distribution activities that VMC would otherwise perform. VMCs 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
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sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs marketing and distribution activities are primarily intended to result in the sale of the funds shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Portfolios (except the Fund-of-Funds Portfolios). Amounts captioned Management and Administrative Expenses include a Portfolios allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the Vanguard funds. Amounts captioned Marketing and Distribution Expenses include a 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 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, 2016, 2017, and 2018, 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 | 2016 | 2017 | 2018 |
| Balanced Portfolio | |||
| Management and Administrative Expenses | 0.16% | 0.16% | 0.14% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.01 |
| Capital Growth Portfolio | |||
| Management and Administrative Expenses | 0.18% | 0.19% | 0.17% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.02 |
| Diversified Value Portfolio | |||
| Management and Administrative Expenses | 0.16% | 0.16% | 0.14% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.01 |
| Equity Income Portfolio | |||
| Management and Administrative Expenses | 0.20% | 0.18% | 0.19% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.02 |
| Equity Index Portfolio | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.12% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.01 |
| Growth Portfolio | |||
| Management and Administrative Expenses | 0.24% | 0.24% | 0.23% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.01 |
| High Yield Bond Portfolio | |||
| Management and Administrative Expenses | 0.19% | 0.19% | 0.17% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| International Portfolio | |||
| Management and Administrative Expenses | 0.17% | 0.18% | 0.16% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.02 |
| Mid-Cap Index Portfolio | |||
| Management and Administrative Expenses | 0.16% | 0.16% | 0.15% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
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| Vanguard Variable Insurance Fund Portfolio | 2016 | 2017 | 2018 |
| Money Market Portfolio | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.12% |
| Marketing and Distribution Expenses | 0.03 | 0.02 | 0.02 |
| Real Estate Index Portfolio | |||
| Management and Administrative Expenses | 0.24% | 0.24% | 0.24% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
| Short-Term Investment-Grade Portfolio | |||
| Management and Administrative Expenses | 0.13% | 0.13% | 0.12% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
| Small Company Growth Portfolio | |||
| Management and Administrative Expenses | 0.18% | 0.16% | 0.16% |
| Marketing and Distribution Expenses | 0.02 | 0.01 | 0.02 |
| Total Bond Market Index Portfolio | |||
| Management and Administrative Expenses | 0.12% | 0.12% | 0.12% |
| Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
The Diversified Value and 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 F. Joseph Loughrey, Mark Loughridge, Sarah Bloom Raskin, and Peter F. Volanakis, each of whom is an independent trustee, oversees management of financial risks and controls. The audit committee serves as the channel of communication between the independent auditors of the funds and the board with respect to financial statements and financial reporting processes, systems of internal control, and the audit process. Vanguards head of internal audit reports directly to the audit committee and provides reports to the committee in writing and in person on a regular basis. Although the audit committee is responsible for overseeing the management of financial risks, the entire board is regularly informed of these risks through committee reports.
All of the trustees bring to each funds board a wealth of executive leadership experience derived from their service as executives (in many cases chief executive officers), board members, and leaders of diverse public operating companies, academic institutions, and other organizations. In determining whether an individual is qualified to serve as a trustee of
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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 | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Interested Trustee1 | ||||
| Mortimer J. Buckley | Chairman of the | January 2018 | Chairman of the board (January 2019present) of | 210 |
| (1969) | Board, Chief | Vanguard and of each of the investment companies | ||
| Executive Officer, | served by Vanguard; chief executive officer (2018 | |||
| and President | present) of Vanguard; chief executive officer, | |||
| president, and trustee (2018present) of each of the | ||||
| investment companies served by Vanguard; president | ||||
| and director (2017present) of Vanguard; and president | ||||
| (2018present) of Vanguard Marketing Corporation. | ||||
| Chief investment officer (20132017), managing | ||||
| director (20022017), head of the Retail Investor Group | ||||
| (20062012), and chief information officer (20012006) | ||||
| of Vanguard. Chairman of the board (20112017) and | ||||
| trustee (20092017) of the Childrens Hospital of | ||||
| Philadelphia; trustee (2018present) of The Shipley | ||||
| School. | ||||
| 1 Mr. Buckley is considered an interested person as defined in the 1940 Act because he is an officer of the Trust. | ||||
| Independent Trustees | ||||
| Emerson U. Fullwood | Trustee | January 2008 | Executive chief staff and marketing officer for North | 210 |
| (1948) | America and corporate vice president (retired 2008) of | |||
| Xerox Corporation (document management products | ||||
| and services). Former president of the Worldwide | ||||
| Channels Group, Latin America, and Worldwide | ||||
| Customer Service and executive chief staff officer of | ||||
| Developing Markets of Xerox. Executive in residence | ||||
| and 20092010 Distinguished Minett Professor at the | ||||
| Rochester Institute of Technology. Director of SPX | ||||
| FLOW, Inc. (multi-industry manufacturing). Director of | ||||
| the University of Rochester Medical Center, the | ||||
| Monroe Community College Foundation, the United | ||||
| Way of Rochester, North Carolina A&T University, and | ||||
| Roberts Wesleyan College. Trustee of the University of | ||||
| Rochester. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Amy Gutmann | Trustee | June 2006 | President (2004present) of the University of | 210 |
| (1949) | Pennsylvania. Christopher H. Browne Distinguished | |||
| Professor of Political Science, School of Arts and | ||||
| Sciences, and professor of communication, | ||||
| Annenberg School for Communication, with secondary | ||||
| faculty appointments in the Department of Philosophy, | ||||
| School of Arts and Sciences, and at the Graduate | ||||
| School of Education, University of Pennsylvania. | ||||
| Trustee of the National Constitution Center. | ||||
| F. Joseph Loughrey | Trustee | October 2009 | President and chief operating officer (retired 2009) and | 210 |
| (1949) | vice chairman of the board (20082009) of Cummins | |||
| Inc. (industrial machinery). Chairman of the board of | ||||
| Hillenbrand, Inc. (specialized consumer services) and | ||||
| the Lumina Foundation. Director of the V Foundation | ||||
| and Oxfam America. Member of the advisory council | ||||
| for the College of Arts and Letters and chair of the | ||||
| advisory board to the Kellogg Institute for International | ||||
| Studies, both at the University of Notre Dame. | ||||
| Mark Loughridge | Lead Independent | March 2012 | Senior vice president and chief financial officer (retired | 210 |
| (1953) | Trustee | 2013) of IBM (information technology services). | ||
| Fiduciary member of IBMs Retirement Plan | ||||
| Committee (20042013), senior vice president and | ||||
| general manager (20022004) of IBM Global | ||||
| Financing, vice president and controller (19982002) of | ||||
| IBM, and a variety of other prior management roles at | ||||
| IBM. Member of the Council on Chicago Booth. | ||||
| Scott C. Malpass | Trustee | March 2012 | Chief investment officer (1989present) and vice | 210 |
| (1962) | president (1996present) of the University of Notre | |||
| Dame. Assistant professor of finance at the Mendoza | ||||
| College of Business, University of Notre Dame, and | ||||
| member of the Notre Dame 403(b) Investment | ||||
| Committee. Chairman of the board of TIFF Advisory | ||||
| Services, Inc. Member of the board of Catholic | ||||
| Investment Services, Inc. (investment advisors), the | ||||
| board of advisors for Spruceview Capital Partners, and | ||||
| the board of superintendence of the Institute for the | ||||
| Works of Religion. | ||||
| Deanna Mulligan | Trustee | January 2018 | President (2010present) and chief executive officer | 210 |
| (1963) | (2011present) of The Guardian Life Insurance | |||
| Company of America. Chief operating officer (2010 | ||||
| 2011) and executive vice president (20082010) of | ||||
| Individual Life and Disability of The Guardian Life | ||||
| Insurance Company of America. Member of the board | ||||
| of The Guardian Life Insurance Company of America, | ||||
| the American Council of Life Insurers, the Partnership | ||||
| for New York City (business leadership), and the | ||||
| Committee Encouraging Corporate Philanthropy. | ||||
| Trustee of the Economic Club of New York and the | ||||
| Bruce Museum (arts and science). Member of the | ||||
| Advisory Council for the Stanford Graduate School of | ||||
| Business. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| André F. Perold | Trustee | December 2004 | George Gund Professor of Finance and Banking, | 210 |
| (1952) | Emeritus at the Harvard Business School (retired | |||
| 2011). Chief investment officer and co-managing | ||||
| partner of HighVista Strategies LLC (private | ||||
| investment firm). Board of Advisors and investment | ||||
| committee member of the Museum of Fine Arts | ||||
| Boston. Board member (2018present) of RIT Capital | ||||
| Partners (investment firm); investment committee | ||||
| member of Partners Health Care System. | ||||
| Sarah Bloom Raskin | Trustee | January 2018 | Deputy secretary (20142017) of the United States | 210 |
| (1961) | Department of the Treasury. Governor (20102014) of | |||
| the Federal Reserve Board. Commissioner (2007 | ||||
| 2010) of financial regulation for the State of Maryland. | ||||
| Member of the board of directors (20122014) of | ||||
| Neighborhood Reinvestment Corporation. Director | ||||
| (2017present) of i(x) Investments, LLC; director | ||||
| (2017present) of Reserve Trust. Rubinstein Fellow | ||||
| (2017present) of Duke University; trustee (2017 | ||||
| present) of Amherst College. | ||||
| Peter F. Volanakis | Trustee | July 2009 | President and chief operating officer (retired 2010) of | 210 |
| (1955) | Corning Incorporated (communications equipment) | |||
| and director of Corning Incorporated (20002010) and | ||||
| Dow Corning (20012010). Director (2012) of SPX | ||||
| Corporation (multi-industry manufacturing). Overseer | ||||
| of the Amos Tuck School of Business Administration, | ||||
| Dartmouth College (20012013). Chairman of the | ||||
| board of trustees of Colby-Sawyer College. Member of | ||||
| the Board of Hypertherm Inc. (industrial cutting | ||||
| systems, software, and consumables). | ||||
| Executive Officers | ||||
| Glenn Booraem | Investment | February 2001 | Principal of Vanguard. Investment stewardship officer | 210 |
| (1967) | Stewardship | (2017present), treasurer (20152017), controller | ||
| Officer | (20102015), and assistant controller (20012010) of | |||
| each of the investment companies served by | ||||
| Vanguard. | ||||
| Christine M. Buchanan | Treasurer | November 2017 | Principal of Vanguard and global head of Fund | 210 |
| (1970) | Administration at Vanguard. Treasurer (2017present) | |||
| of each of the investment companies served by | ||||
| Vanguard. Partner (20052017) at KPMG LLP (audit, | ||||
| tax, and advisory services). | ||||
| Thomas J. Higgins | Chief Financial | July 1998 | Principal of Vanguard. Chief financial officer (2008 | 210 |
| (1957) | Officer | present) and treasurer (19982008) of each of the | ||
| investment companies served by Vanguard. | ||||
| Peter Mahoney | Controller | May 2015 | Principal of Vanguard. Controller (2015present) of | 210 |
| (1974) | each of the investment companies served by | |||
| Vanguard. Head of International Fund Services (2008 | ||||
| 2014) at Vanguard. | ||||
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| Principal Occupation(s) | Number of | |||
| Vanguard | During the Past Five Years, | Vanguard Funds | ||
| Position(s) | Funds Trustee/ | Outside Directorships, | Overseen by | |
| Name, Year of Birth | Held With Fund | Officer Since | and Other Experience | Trustee/Officer |
| Anne E. Robinson | Secretary | September 2016 | General counsel (2016present) of Vanguard. | 210 |
| (1970) | Secretary (2016present) of Vanguard and of each of | |||
| the investment companies served by Vanguard. | ||||
| Managing director (2016present) of Vanguard. | ||||
| Director and senior vice president (20162018) of | ||||
| Vanguard Marketing Corporation. Managing director | ||||
| and general counsel of Global Cards and Consumer | ||||
| Services (20142016) at Citigroup. Counsel (2003 | ||||
| 2014) at American Express. | ||||
| Michael Rollings | Finance Director | February 2017 | Finance director (2017present) and treasurer (2017) of | 210 |
| (1963) | each of the investment companies served by | |||
| Vanguard. Managing director (2016present) of | ||||
| Vanguard. Chief financial officer (2016present) of | ||||
| Vanguard. Director (2016present) of Vanguard | ||||
| Marketing Corporation. Executive vice president and | ||||
| chief financial officer (20062016) of MassMutual | ||||
| Financial Group. | ||||
| John E. Schadl | Chief Compliance | March 2019 | Principal of Vanguard. Chief compliance officer (2019 | 210 |
| (1972) | Officer | present) of Vanguard and of each of the investment | ||
| companies served by Vanguard. Director, general | ||||
| counsel, and audit committee member of Vanguard | ||||
| Marketing Corporation and Vanguard National Trust | ||||
| Company (2018present). | ||||
All but one of the trustees are independent. The independent trustees designate a lead independent trustee. The lead independent trustee is a spokesperson and principal point of contact for the independent trustees and is responsible for coordinating the activities of the independent trustees, including calling regular executive sessions of the independent trustees; developing the agenda of each meeting together with the chairman; and chairing the meetings of the independent trustees. The lead independent trustee also chairs the meetings of the audit, compensation, and nominating committees. The board also has two investment committees, which consist of independent trustees and the sole interested trustee.
The independent trustees appoint the chairman of the board. The roles of chairman of the board and chief executive officer currently are held by the same person; as a result, the chairman of the board is an interested trustee. The independent trustees generally believe that the Vanguard funds chief executive officer is best qualified to serve as chairman and that fund shareholders benefit from this leadership structure through accountability and strong day-to-day leadership.
Board Committees: The Trusts board has the following committees:
- Audit Committee: This committee oversees the accounting and financial reporting policies, the systems of internal controls, and the independent audits of each fund. The following independent trustees serve as members of the committee: Mr. Loughrey, Mr. Loughridge, Ms. Raskin, and Mr. Volanakis. The committee held six meetings during the Trusts fiscal year ended December 31, 2018.
- Compensation Committee: This committee oversees the compensation programs established by each fund for the benefit of its trustees. All independent trustees serve as members of the committee. The committee held one meeting during the Trusts fiscal year ended December 31, 2018.
- Investment Committees: These committees assist the board in its oversight of investment advisors to the funds and in the review and evaluation of materials relating to the boards consideration of investment advisory agreements with the funds. Each trustee serves on one of two investment committees. Each investment committee held four meetings during the Trusts fiscal year ended December 31, 2018.
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- 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 Trusts fiscal year ended December 31, 2018.
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge, chairman of the committee.
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees compensation. Vanguard funds employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds. The trustees and officers of the Global Bond Index, Total International Stock Market Index, 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. Buckley serves as trustee, but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.
Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by 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.
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| 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, 20192 | Funds Paid to Trustees3 |
| F. William McNabb III4 | | | | |
| Mortimer J. Buckley5 | | | | |
| Emerson U. Fullwood | $2,429 | | | $287,500 |
| Amy Gutmann | 2,429 | | | 287,500 |
| JoAnn Heffernan Heisen4 | 2,598 | $51 | $8,678 | 307,500 |
| F. Joseph Loughrey | 2,598 | | | 307,500 |
| Mark Loughridge | 3,024 | | | 357,500 |
| Scott C. Malpass | 2,429 | | | 280,530 |
| Deanna Mulligan5 | 2,429 | | | 287,500 |
| André F. Perold | 2,429 | | | 287,500 |
| Sarah Bloom Raskin5 | 2,598 | | | 307,500 |
| Peter F. Volanakis | 2,598 | | | 307,500 |
1 The amounts shown in this column are based on the Funds fiscal year ended December 31, 2018. 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 212 Vanguard funds for the 2018 calendar year.
4 Mr. McNabb and Ms. Heisen retired from service effective December 31, 2018.
5 Mr. Buckley, Ms. Mulligan, and Ms. Raskin began service effective January 1, 2018.
Ownership of Fund Shares
All current 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, 2018.
| Aggregate Dollar Range | |
| of Vanguard Fund | |
| Trustee | Shares Owned By Trustee |
| Mortimer J. Buckley | Over $100,000 |
| Emerson U. Fullwood | Over $100,000 |
| Amy Gutmann | Over $100,000 |
| F. Joseph Loughrey | Over $100,000 |
| Mark Loughridge | Over $100,000 |
| Scott C. Malpass | Over $100,000 |
| Deanna Mulligan | Over $100,000 |
| André F. Perold | Over $100,000 |
| Sarah Bloom Raskin | Over $100,000 |
| Peter F. Volanakis | Over $100,000 |
As of March 31, 2019, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each funds outstanding shares.
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As of March 31, 2019, the following owned of record 5% or more of the outstanding shares of each Portfolio:
Money Market Portfolio: Transamerica Premier Life Insurance Company (87.98%), Transamerica Financial Life Insurance Company (9.85%).
Balanced Portfolio: Transamerica Premier Life Insurance Company (73.74%), Transamerica Financial Life Insurance Company (5.87%).
Equity Index Portfolio: Vanguard Variable Insurance Fund Conservative Allocation Portfolio (38.62%), Transamerica Premier Life Insurance Company (28.52%), Transamerica Life Insurance Company (5.17%).
Equity Income Portfolio: Transamerica Premier Life Insurance Company (54.14%), JNL Series Trust (15.82%), Jefferson National Life Company (7.04%).
Global Bond Index Portfolio: Transamerica Premier Life Insurance Company (91.16%), Transamerica Financial Life Insurance Company (7.54%).
Growth Portfolio: Transamerica Premier Life Insurance Company (76.98%), Transamerica Financial Life Insurance Company (8.97%), Jefferson National Life Company (7.30%).
International Portfolio: Transamerica Premier Life Insurance Company (32.24%), JNL Series Trust (15.32%), Mutual of America (14.43%), Nationwide Life Insurance Company (5.47%).
Small Company Growth Portfolio: Transamerica Premier Life Insurance Company (41.77%), JNL Series Trust (13.94%), AUL Group Retirement Annuity (9.05%), Nationwide Life Insurance Company (8.42%).
Total Bond Market Index Portfolio: Transamerica Premier Life Insurance Company (40.20%), Nationwide Life Insurance Company (15.32%), Vanguard Variable Insurance Fund Conservative Allocation Portfolio (10.68%), Jefferson National Life Insurance Company (7.07%).
High Yield Bond Portfolio: Transamerica Premier Life Insurance Company (48.44%), Nationwide Life Insurance Company (10.01%), TIAA CREF Life Insurance Company (6.62%), Jefferson National Life Insurance Company (6.40%), Transamerica Financial Life Insurance Company (5.53%).
Short-Term Investment-Grade Portfolio: Transamerica Premier Life Insurance Company (57.39%), Jefferson National Life Insurance Company (12.07%), Nationwide Life Insurance (8.10%).
Capital Growth Portfolio: Transamerica Premier Life Insurance Company (49.51%), JNL Series Trust (19.17%), Nationwide Life Insurance Company (5.16%).
Diversified Value Portfolio: Transamerica Premier Life Insurance Company (42.03%), Mutual of America (26.54%), Voya Retirement Insurance and Annuity Company (7.19%), Nationwide Life Insurance Company (6.84%).
Total International Stock Market Index Portfolio: Transamerica Premier Life Insurance Company (72.02%), Nationwide Life Insurance Company (17.44%).
Total Stock Market Index Portfolio: Transamerica Premier Life Insurance Company (57.46%), American Fidelity Assurance (11.44%), Jefferson National Life Insurance Company (8.42%).
Mid-Cap Index Portfolio: Transamerica Premier Life Insurance Company (42.79%), Nationwide Life Insurance Company (10.89%).
Real Estate Index Portfolio: Transamerica Premier Life Insurance Company (45.53%), Mutual of America (10.03%), Jefferson National Life Company (7.39%), Nationwide Life Insurance (5.32%).
Conservative Allocation Portfolio: Transamerica Premier Life Insurance Company (90.35%), Transamerica Financial Life Insurance Company (8.44%).
Moderate Allocation Portfolio: Transamerica Premier Life Insurance Company (88.83%), Transamerica Financial Life Insurance Company (7.70%).
A shareholder who owns more than 25% of a Portfolios voting shares may be considered a controlling person. Vanguard Variable Insurance Fund Conservative Allocation Portfolio, Mutual of America Life Insurance Company Separate Account 1 (established by Mutual of America), and Transamerica Premier Life Insurance Company (a wholly owned subsidiary of Transamerica Corporation, which is indirectly owned by Aegon N.V. of The Netherlands) own 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.
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. Vanguard will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the funds complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds investment advisor.
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 discloses Vanguard fund complete portfolio holdings to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard
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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 discloses Vanguard fund complete portfolio holdings to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealers legal obligation not to use or disclose material nonpublic information concerning the funds portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not 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
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discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguards Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
Disclosure of Portfolio Holdings 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
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under the 1940 Act). Furthermore, Vanguards management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY AND OTHER SERVICES
The Trust currently uses eight 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.
- Vanguard provides investment advisory services to the Conservative Allocation, Global Bond Index, Equity Index, Mid- Cap Index, Moderate Allocation, Money Market, Real Estate Index, Short-Term Investment-Grade, Total Bond Market Index, Total International Stock 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.
William Blair Investment Management, LLC, provided investment advisory services for a portion of the Growth Portfolio from 2004 until December 2018.
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, 2018.
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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 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 Department and the officers and trustees of the fund. Vanguards Portfolio Review Department is responsible for recommending changes in a funds advisory arrangements to the funds board of trustees, including changes in the amount of assets allocated to each advisor, and recommendations to hire, terminate, or replace an advisor.
I. 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 Theo A. Kolokotrones, Chairman; Joel P. Fried, President; Alfred W. Mordecai, Vice Chairman; M. Mohsin Ansari, Executive Vice President; and James Marchetti, Executive Vice President. PRIMECAP provides investment advisory services to endowment funds, employee benefit plans, foundations, investment companies, and other institutions 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, 2016, 2017, and 2018, the Capital Growth Portfolio incurred investment advisory fees of approximately $1,328,000, $1,724,000, and $2,438,000, 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, 2018, the Portfolio held assets of $1.6 billion. As of December 31, 2018, the named portfolio managers also jointly managed 6 other registered investment companies with total assets of $114 billion (none of which had advisory fees based on account performance). As of December 31, 2018, the named portfolio managers also jointly managed 1 other pooled investment vehicle with total assets of $2.5 billion (advisory fee not based on account performance). As of December 31, 2018, the named portfolio managers also individually managed other accounts as follows: Mr. Kolokotrones, 34 other accounts with total assets of $9.1 billion; Mr. Fried, 31 other accounts with total assets of $9.1 billion; Mr. Mordecai, 26 other accounts with total assets of $9.1 billion; Mr. Ansari, 28 other accounts with total assets of $9.1 billion; and Mr. Marchetti, 31 other accounts with total assets of $9 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
PRIMECAP employs a multi-manager approach to managing its clients portfolios. In addition to mutual funds, a 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 accounts. If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other accounts, a fund may not be able to take full advantage of the opportunity due to 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 in 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.
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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.
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 global equity and fixed income portfolios for large institutional clients, mutual funds, employee benefit plans, endowments, foundations, limited liability companies, and other institutions and individuals. Barrow, Hanley is an affiliate of BrightSphere Investment Group plc (BSIG), 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, 2016, 2017, and 2018, the Diversified Value Portfolio incurred investment advisory fees of approximately $1,329,000 (before a performance-based decrease of $333,000), $1,418,000 (before a performance-based decrease of $349,000), and $1,314,000 (before a performance-based decrease of $342,000), respectively.
1. Other Accounts Managed
Jeff G. Fahrenbruch is a portfolio manager of the Diversified Value Portfolio; as of December 31, 2018, the Portfolio held assets of $887 million. As of December 31, 2018, Mr. Fahrenbruch also co-managed 1 other registered investment company with total assets of approximately $8.9 billion (advisory fees based on account performance for 1 of these accounts with total assets of $8.8 billion); 1 other pooled investment vehicle with total assets of $99.4 million (advisory fees not based on account performance), and 25 other accounts with total assets of approximately $2 billion (advisory fees based on account performance for 1 of these accounts with total assets of $359 million).
David W. Ganucheau is a portfolio manager of the Diversified Value Portfolio; as of December 31, 2018, the Portfolio held assets of $887 million. As of December 31, 2018, Mr. Ganucheau also co-managed 3 other registered investment companies with total assets of $9.4 billion (advisory fees based on account performance for 1 of these accounts with total assets of $8.8 billion), 1 other pooled investment vehicle with total assets of $261 million (advisory fees not based on account performance), and 19 other accounts with total assets of $1.4 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 Vanguard Variable Insurance Fund) or private commingled fund accounts. Barrow, Hanley manages potential conflicts between funds or with other types of accounts through allocation policies and procedures,
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internal review processes, and oversight by directors and independent third parties to ensure that no client or account, regardless of type or fee structure, is intentionally favored or disfavored at the expense of another. Barrow Hanleys 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.
3. Description of Compensation
The compensation of our investment professionals is tied to their overall contribution to the success of Barrow, Hanley. In addition to base salary, all portfolio managers and analysts are eligible to participate in a bonus pool. The amount of bonus compensation is based on quantitative and qualitative factors and may be substantially higher than an investment professionals base compensation. Portfolio managers and analysts are rated on their value added to the overall investment process and to performance, as well as their contributions in other areas, such as meetings with clients and consultants. Compensation is not tied to a published or private benchmark. Bonus compensation for analysts is directly tied to their investment recommendations, which are evaluated every six months versus the appropriate industry group/ sector benchmark based on trailing one-year and three-year relative performance. The final key component of compensation that is shared by most of our key employees, including all portfolio managers and the majority of our analysts, is economic ownership in Barrow, Hanley through a limited partnership that owns a 24.9% equity interest in BHMS LLC. Equity owners receive, on a quarterly basis, a share of the Firms profits, which are, to a great extent, related to the performance of the entire investment team.
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.
During the fiscal years ended December 31, 2016, 2017, and 2018, the Growth Portfolio incurred aggregate investment advisory fees of approximately $637,000 (before a performance-based increase of $21,000), $691,000 (before a performance-based decrease of $41,000), and $893,000 (before a performance-based decrease of $19,000), 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, 2018, the Portfolio held assets of $598 million. As of December 31, 2018, Mr. Bonavico also managed 12 other registered investment companies with total assets of $7.7 billion (advisory fees based on account performance for 1 of these accounts with total assets of $3.4 billion), 11 other pooled investment vehicles with total assets of $3.7 billion (advisory fees not based on account performance), and 42 other accounts with total assets of $4.7 billion (advisory fees based on account performance for 3 of these accounts with total assets of $388 million).
Christopher M. Ericksen co-manages a portion of the Growth Portfolio; as of December 31, 2018, the Portfolio held assets of $598 million. As of December 31, 2018, Mr. Ericksen also managed 9 other registered investment companies with total assets of $7.1 billion (advisory fees based on account performance for 1 of these accounts with total assets of $3.4 billion), 3 other pooled investment vehicles with total assets of $426 million (advisory fees not based on account performance), and 26 other accounts with total assets of $3.2 billion (advisory fees based on account performance for 1 account with total assets of $171 million).
Daniel J. Prislin co-manages a portion of the Growth Portfolio; as of December 31, 2018, the Portfolio held assets of $598 million. As of December 31, 2018, Mr. Prislin also co-managed 10 other registered investment companies with total assets of $7.1 billion (advisory fees based on account performance for 1 of these accounts with total assets of $3.4 billion), 3 other pooled investment vehicles with total assets of $426 million (advisory fees not based on account
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performance), and 34 other accounts with total assets of $3.5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $311 million).
Jeffrey S. Van Harte co-manages a portion of the Growth Portfolio; as of December 31, 2018, the Portfolio held assets of $598 million. As of December 31, 2018, Mr. Van Harte also co-managed 10 other registered investment companies with total assets of $7.1 billion (advisory fees based on account performance for 1 of these accounts with total assets of $3.4 billion), 3 other pooled investment vehicles with total assets of $426 million (advisory fees not based on account performance), and 31 other accounts with total assets of $3.5 billion (advisory fees based on account performance for 2 of these accounts with total assets of $311 million).
2. Material Conflicts of Interest
Individual portfolio managers perform investment management services for other funds or accounts similar to those provided to the VVIF Growth Portfolio, and the investment action for each other fund or account and the 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
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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
Andrew J. Shilling manages a portion of the Growth Portfolio; as of December 31, 2018, the Portfolio held assets of $598 million. As of December 31, 2018, Mr. Shilling also managed 3 other registered investment companies with total assets of $6.6 billion (advisory fee based on account performance for 2 of these accounts with total assets of $6.1 billion), 4 other pooled investment vehicles with total assets of $1.2 billion (advisory fees not based on account performance), and 14 other accounts with total assets of $3.5 billion (advisory fees not based on account performance).
2. Material Conflicts of Interest
Please refer to Wellington Managements discussion beginning on page B-67.
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, 2018.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high-quality investment management services to its clients. Wellington Managements compensation of the 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.
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, 2016, 2017, and 2018, the International Portfolio incurred aggregate investment advisory fees of $3,271,000 (before a performance-based increase of $595,000), $4,139,000 (before a
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performance-based increase of $892,000), and $5,297,000 (before a performance-based increase of $1,054,000), 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, 2018, the Portfolio held assets of $3.1 billion. As of December 31, 2018, Mr. Anderson also led investment teams responsible for managing 5 other registered investment companies with total assets of $4.3 billion (advisory fee based on account performance for 1 of these accounts with total assets of $1.7 billion), 10 other pooled investment vehicles with total assets of $14.4 billion (advisory fees based on account performance for 1 of these accounts with total assets of $9 million), and 99 other accounts with total assets of $39.1 billion (advisory fees based on account performance for 8 of these accounts with total assets of $3.7 billion).
Thomas Coutts co-manages a portion of the International Portfolio; as of December 31, 2018, the Portfolio held assets of $3.1 billion. As of December 31, 2018, Mr. Coutts also managed 3 other registered investment companies with total assets of $4 billion (advisory fee based on account performance for 1 of these accounts with total assets of $1.7 billion), 6 other pooled investment vehicles with total assets of $1.8 billion (advisory fees based on account performance for 1 of these accounts with total assets of $9 million), and 30 other accounts with total assets of $11.7 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),
1 London Wall Place, London, EC2Y 5AU, United Kingdom, is an indirect wholly owned subsidiary of Schroders plc, the
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ultimate parent of a large world-wide group of financial service companies with subsidiaries and branches and representative offices located in 29 countries.
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 58.5% 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, 2018, the Portfolio held assets of $3.1 billion. As of December 31, 2018, Mr. Webber also managed 3 other registered investment companies with total assets of $608 million, 5 other pooled investment vehicles with total assets of $532 million, and 17 other accounts with total assets of $3.6 billion (none of which had advisory fees based on account performance).
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 its employees. Certain fund managers also receive awards under 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. Schroders reviews base salaries annually, targeting increases at employees whose roles have increased in scope
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materially during the year and those whose salary is behind market rates. At more senior levels, base salaries tend to be adjusted less frequently as the emphasis is increasingly on the discretionary bonus.
Bonuses for fund 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 clients. For individual fund 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, if any. Schroders also reviews softer factors such as leadership, contribution to other parts of the business, and an assessment of the employees behavior and the extent to which it is in line with its corporate values of excellence, integrity, teamwork, passion, and innovation.
For those employees receiving significant bonuses, a part may be deferred in the form of Schroders plc stock and fund-based awards 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 employees have increased alignment with clients and shareholders and 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 to its portion of the Small Company Growth Portfolios assets.
During the fiscal years ended December 31, 2016, 2017, and 2018, the Small Company Growth Portfolio incurred aggregate investment advisory fees and expenses of approximately $1,924,000, $2,339,000 (before a performance-based increase of $72,000), and $2,622,000 (before a performance-based increase of $140,000), respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended December 31, 2018, were approximately $732,000 (representing an effective annual rate of 0.04%). The investment advisory fees paid to ArrowMark Partners for the fiscal year ended December 31, 2018, were $2,030,000 (representing an effective annual rate of 0.10%).
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, 2018, the Portfolio held assets of $1.8 billion. As of December 31, 2018, Mr. Meade and Mr. Schaub also co-managed 2 other registered investment companies with total assets of $3.2 billion, 1 other pooled investment vehicle with total assets of $115 million, and 35 other accounts with total assets of $4.8 billion (advisory fees based on account performance for 2 of these accounts with total assets of $2 billion).
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.
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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 conflicts of interest and to ensure that the purchase and sale of securities among all managed accounts are fairly and equitably executed and allocated. 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 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 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
James P. Stetler and Binbin Guo co-manage a portion of the Small Company Growth Portfolio; as of December 31, 2018, the Portfolio held assets of $1.8 billion. As of December 31, 2018, Mr. Stetler and Mr. Guo also co-managed 11 other registered investment companies with total asset of $128 billion and 3 other pooled investment vehicles with total assets of $290 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Please refer to Vanguards discussion on page B-69.
3. Description of Compensation
Please refer to Vanguards discussion beginning on page B-69.
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 to its portion of the Equity Income Portfolios assets.
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During the fiscal years ended December 31, 2016, 2017, and 2018, the Portfolio incurred aggregate investment advisory fees and expenses of approximately $939,000 (before a performance-based decrease of $97,000), $1,368,000 (before a performance-based decrease of $36,000), $1,213,000 (before a performance-based decrease of $18,000), respectively.
Of the aggregate fees and expenses previously described, the investment advisory expenses paid to Vanguard for the fiscal year ended December 31, 2018, were approximately $327,000 (representing an effective annual rate of 0.02%). The investment advisory fees paid to Wellington Management for the fiscal year ended December 31, 2018, were $868,000 (representing an effective annual rate of 0.07%).
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, 2018, the Portfolio held assets of $1.4 billion. As of December 31, 2018, Mr. Reckmeyer also managed 6 other registered investment companies with total assets of $48 billion (advisory fees based on account performance for 2 of these accounts with total assets of $38 billion), 2 other pooled investment vehicles with total assets of $35 million (advisory fees not based on account performance), and 4 other accounts with total assets of $678 million (advisory fees not based on account performance).
2. Material Conflicts of Interest
Please refer to Wellington Managements discussion beginning on page B-67.
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, 2018.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of the 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
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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 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.
1. Other Accounts Managed
James P. Stetler and Binbin Guo co-manage the Equity Income Portfolio; as of December 31, 2018, the Portfolio held assets of $1.4 billion. As of December 31, 2018, Mr. Stetler and Mr. Guo also co-managed 11 other registered investment companies with total assets of $128 billion and 3 other pooled investment vehicles with total assets of $290 million (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
Please refer to Vanguards discussion on page B-69.
3. Description of Compensation
Please refer to Vanguards discussion beginning on page B-69.
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, 2016, 2017, and 2018, the Balanced Portfolio incurred investment advisory fees of $1,307,000 (before a performance-based decrease of $136,000), $1,437,000 (before a performance-based decrease of $82,000), and $1,501,000 (before a performance-based decrease of $71,000), 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, 2016, 2017, and 2018, the High Yield Bond Portfolio incurred investment advisory fees of approximately $340,000, $410,000, and $442,000.
1. Other Accounts Managed
Edward P. Bousa and Daniel J. Pozen co-manage the stock portion of the Balanced Portfolio; as of December 31, 2018, the Portfolio held assets of $2.7 billion. As of December 31, 2018, Mr. Bousa also managed 4 other registered investment companies with total assets of $78 billion (advisory fee based on account performance for 1 of these accounts with total assets of $63 billion), 1 other pooled investment vehicle with total assets of $447 million (advisory fees not based on account performance), and 4 other accounts with total assets of $828 million (advisory fees not based on account performance). As of January 31, 2019, Mr. Pozen also managed 3 other registered investment companies with total assets of $403 million (advisory fees not based on account performance), 25 other pooled investment vehicles with total assets of $3.7 billion
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(advisory fee based on account performance for 1 of these accounts with total assets of $860 million), and 20 other accounts with total assets of $2.6 billion (advisory fees not based on account performance).
John C. Keogh, Loren L. Moran, and Michael E. Stack co-manage the bond portion of the Balanced Portfolio; as of December 31, 2018, the Portfolio held assets of $2.7 billion. As of December 31, 2018, Mr. Keogh also managed 4 other registered investment companies with total assets of $66 billion (advisory fees based on account performance) and 2 other pooled investment vehicles with total assets of $31 million (advisory fees based on account performance). As of December 31, 2018, Ms. Moran also managed 9 other registered investment companies with total assets of $71 billion (advisory fees based on account performance for 4 of these accounts with total assets of $66 billion), 2 other pooled investment vehicles with total assets of $31 million (advisory fees based on account performance), and 1 other account with total assets of $547 million (advisory fee not based on account performance). As of December 31, 2018, Mr. Stack also managed 9 other registered investment companies with total assets of $71 billion (advisory fees based on account performance for 4 of these accounts with total assets of $66 billion), 2 other other pooled investment vehicles with total assets of $31 million (advisory fees based on account performance), 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, 2018, the Portfolio held assets of $704 million. As of December 31, 2018, Mr. Hong also managed 1 other registered investment company with total assets of $23 billion, 1 other pooled investment vehicle with total assets of $3.6 billion, and 28 other accounts with total assets of $4.1 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, Pozen, Keogh, Stack, Reckmeyer, Shilling, and Ms. Moran 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,
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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.
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, 2018.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of the 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.
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. Messrs. Bousa and Pozens 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 & Poors 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 Messrs. Bousa and Pozen, 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 professionals 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 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. Messrs. Bousa, Hong, Keogh, Pozen, and Stack, and Ms. Moran are Partners.
VIII. Conservative Allocation, Equity Index, Global Bond Index, Mid-Cap Index, Moderate Allocation, Money Market, Real Estate Index, Short-Term Investment-Grade, Total Bond Market Index, Total International Stock Market Index, and Total Stock Market Index Portfolios
Vanguard, through its Equity Index Group, provides investment advisory services to the Equity Index, Mid-Cap Index, and Real Estate Index Portfolios. Vanguard, through its Fixed Income Group, provides investment advisory services to the Money Market, Short-Term Investment-Grade, and Total Bond Market Index Portfolios. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing these services.
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During the fiscal years ended December 31, 2016, 2017, and 2018, the Portfolios listed above incurred the following approximate investment advisory expenses:
| Vanguard Variable Insurance Fund Portfolio | 2016 | 2017 | 2018 |
| Equity Index Portfolio | $607,000 | $1,159,000 | $808,000 |
| Mid-Cap Index Portfolio | 206,000 | 403,000 | 277,000 |
| Money Market Portfolio | 29,000 | 31,000 | 33,000 |
| Real Estate Index Portfolio | 156,000 | 267,000 | 152,000 |
| Short-Term Investment-Grade Portfolio | 142,000 | 193,000 | 201,000 |
| Total Bond Market Index Portfolio | 316,000 | 405,000 | 275,000 |
Vanguard also provides advisory services to the Fund-of-Fund Portfolios by (1) maintaining each Portfolio’s 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’ advisory expenses. For more information about the investment advisory services provided to the underlying funds, please refer to each fund’s Statement of Additional Information.
1. Other Accounts Managed
Donald M. Butler and Michelle Louie co-manage the Equity Index Portfolio; as of December 31, 2018, the Portfolio held assets of $4.9 billion. As of December 31, 2018, Mr. Butler also co-managed all or a portion of 15 other registered investment companies with total assets of $801 billion and managed 2 other pooled investment vehicles with total assets of $7.2 billion (none of which had advisory fees based on account performance). As of December 31, 2018, Ms. Louie also co-managed all or a portion of 8 other registered investment companies with total assets of $625 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, 2018, the Portfolio held assets of $1.6 billion. As of December 31, 2018, Mr. Butler also co-managed all or a portion of 15 other registered investment companies with total assets of $804 billion and managed 2 other pooled investment vehicles with total assets of $7.2 billion (none of which had advisory fees based on account performance). As of December 31, 2018, Mr. Johnson also co-managed 18 other registered investment companies with total assets of $185 billion, managed 2 other pooled investment vehicles with total assets of $5.2 billion, and managed 1 other account with total assets of $2.7 billion (none of which had advisory fees based on account performance).
John C. Lanius manages the Money Market Portfolio; as of December 31, 2018, the Portfolio held assets of $1.2 billion. As of December 31, 2018, Mr. Lanius also managed 2 other registered investment companies with total assets of $166 billion (neither of which had advisory fees based on account performance).
Gerard C. O’Reilly and Walter Nejman co-manage the Real Estate Index Portfolio; as of December 31, 2018, the Portfolio held assets of $965 million. As of December 31, 2018, Mr. O’Reilly also co-managed all or a portion of 16 other registered investment companies with total assets of $1.1 trillion and managed 1 other pooled investment vehicle with total assets of $436 million (none of which had advisory fees based on account performance). As of December 31, 2018, Mr. Nejman also co-managed 53 other registered investment companies with total assets of $1.5 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).
Samuel C. Martinez and Daniel Shaykevich co-manage the Short-Term Investment-Grade Portfolio; as of December 31, 2018, the Portfolio held assets of $1.7 billion. As of December 31, 2018, Mr. Martinez also co-managed 8 other registered investment companies with total assets of $134 billion (advisory fees not based on account performance). As of December 31, 2018, Mr. Shaykevich also co-managed 9 other registered investment companies with total assets of $134 million (advisory fees not based on account performance).
Joshua C. Barrickman and William D. Baird co-manage the Total Bond Market Index Portfolio; as of December 31, 2018, the Portfolio held assets of $3.5 billion. Mr. Barrickman also manages the Global Bond Index Portfolio; as of December 31, 2018, the Portfolio held assets of $163 million. As of December 31, 2018, Mr. Barrickman also managed 6 other registered investment companies with total assets of $404 billion and co-managed all or a portion of 13 other registered investment companies with total assets of $299 billion (none of which had advisory fees based on account performance). As of December 31, 2018, Mr. Baird also co-managed 2 other registered investment companies with total
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assets of $10 billion and managed 2 other pooled investment vehicles with total assets of $3.3 billion (none of which had advisory fees based on account performance).
William Coleman and Walter Nejman co-manage the Conservative Allocation, Moderate Allocation, Total International Stock Market Index, and Total Stock Market Index Portfolios; as of December 31, 2018, the Conservative Allocation Portfolio held assets of $321 million, the Moderate Allocation Portfolio held assets of $400 million, the Total International Stock Market Index Portfolio held assets of $200 million, and the Total Stock Market Index Portfolio held assets of $2 billion. As of December 31, 2018, Mr. Coleman also co-managed all or a portion of 49 other registered investment companies with total assets of $749 billion, managed 1 other pooled investment vehicle with total assets of $4.4 billion, and managed 1 other account with total assets of $6 billion (none of which had advisory fees based on account performance). As of December 31, 2018, Mr. Nejman also co-managed 50 other registered investment companies with total assets of $1.5 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).
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, 2018, a Vanguard portfolio managers compensation generally consists of base salary, bonus, and payments under Vanguards long-term incentive compensation program. In addition, portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Vanguard employees. Also, certain portfolio managers may be eligible for additional retirement benefits under several supplemental retirement plans that Vanguard adopted in the 1980s to restore dollar-for-dollar the benefits of management employees that had been cut back solely as a result of tax law changes. These plans are structured to provide the same retirement benefits as the standard retirement plans.
In the case of portfolio managers responsible for managing multiple Vanguard funds or accounts, the method used to determine their compensation is the same for all funds and investment accounts. A portfolio managers base salary is determined by the managers experience and performance in the role, taking into account the ongoing compensation benchmark analyses performed by Vanguards Human Resources Department. A portfolio managers base salary is generally a fixed amount that may change as a result of an annual review, upon assumption of new duties, or 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, Real Estate 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
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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.
4. Ownership of Securities in the Portfolios
Shares of the Portfolios may only be owned by purchasing variable annuity and variable life insurance contracts. Consequently, the portfolio managers do not hold shares of the Portfolios. Each portfolio managers need for variable annuity or variable life contracts and the role those contracts would play in his or her comprehensive investment portfolio will vary and depend on a number of factors including tax, estate planning, life insurance, alternative retirement plans, or other considerations.
Duration and Termination of Investment Advisory Agreements
The current investment advisory agreements with the unaffiliated advisors 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.
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; 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; 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 investment advisory services to the Conservative Allocation, Equity Index, Global Bond Index, Mid-Cap Index, Moderate Allocation, Money Market, Real Estate Index, Short-Term Investment-Grade, Total Bond Market Index, Total International Stock 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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Securities Lending
The following table describes the securities lending activities of the Portfolios during the fiscal year ended December 31, 2018:
| Vanguard Variable Insurance Fund Portfolio | Securities Lending Activities |
| Balanced Portfolio | |
| Gross income from securities lending activities | $219,931 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $408 |
| Administrative fees not included in revenue split | $2,868 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $63,809 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $67,085 |
| Net income from securities lending activities | $152,846 |
| Capital Growth Portfolio | |
| Gross income from securities lending activities | $43,509 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $95 |
| Administrative fees not included in revenue split | $381 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $23,952 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $24,428 |
| Net income from securities lending activities | $19,081 |
| Diversified Value Portfolio | |
| Gross income from securities lending activities | $32,357 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $82 |
| Administrative fees not included in revenue split | $293 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $17,586 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $17,961 |
| Net income from securities lending activities | $14,396 |
| Equity Income Portfolio | |
| Gross income from securities lending activities | $114,087 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $193 |
| Administrative fees not included in revenue split | $2,084 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $13,954 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $16,231 |
| Net income from securities lending activities | $97,856 |
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| Vanguard Variable Insurance Fund Portfolio | Securities Lending Activities |
| Equity Index Portfolio | |
| Gross income from securities lending activities | $31,789 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $29 |
| Administrative fees not included in revenue split | $394 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $7,401 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $7,824 |
| Net income from securities lending activities | $23,965 |
| Growth Portfolio | |
| Gross income from securities lending activities | $6,595 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $15 |
| Administrative fees not included in revenue split | $55 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $3,705 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $3,775 |
| Net income from securities lending activities | $2,820 |
| International Portfolio | |
| Gross income from securities lending activities | $3,175,936 |
| Fees paid to securities lending agent from a revenue split | $132,885 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $4,388 |
| Administrative fees not included in revenue split | $12,215 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $437,835 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $587,323 |
| Net income from securities lending activities | $2,588,613 |
| Mid-Cap Index Portfolio | |
| Gross income from securities lending activities | $83,180 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $157 |
| Administrative fees not included in revenue split | $1,111 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $32,213 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $33,481 |
| Net income from securities lending activities | $49,699 |
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| Vanguard Variable Insurance Fund Portfolio | Securities Lending Activities |
| Real Estate Index Portfolio | |
| Gross income from securities lending activities | $29,423 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $63 |
| Administrative fees not included in revenue split | $531 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $5,444 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $6,038 |
| Net income from securities lending activities | $23,385 |
| Small Company Growth Portfolio | |
| Gross income from securities lending activities | $995,954 |
| Fees paid to securities lending agent from a revenue split | $0 |
| Fees paid for any cash collateral management service (including fees deducted from a pooled cash | |
| collateral reinvestment vehicle) that are not included in the revenue split | $979 |
| Administrative fees not included in revenue split | $16,134 |
| Indemnification fee not included in revenue split | $0 |
| Rebate (paid to borrower) | $164,875 |
| Other fees not included in revenue split (specify) | $0 |
| Aggregate fees/compensation for securities lending activities | $181,988 |
| Net income from securities lending activities | $813,966 |
The Money Market Portfolio and all bond Portfolios cannot, and do not, lend their securities. The remaining Portfolios did not lend their securities during the fiscal year ended December 31, 2018.
The services provided by Brown Brothers Harriman & Co. and Vanguard, each acting separately as securities lending agents for certain Vanguard funds, include coordinating the selection of securities to be loaned to approved borrowers; negotiating the terms of the loan; monitoring the value of the securities loaned and corresponding collateral, marking to market daily; coordinating the investment of cash collateral in the funds approved cash collateral reinvestment vehicle; monitoring dividends and coordinating material proxy votes relating to loaned securities; and transferring, recalling, and arranging the return of loaned securities to the funds upon termination of the loan.
PORTFOLIO TRANSACTIONS
The 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
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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, Global Bond Index, Moderate Allocation, Total International Stock Market Index, 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, 2016, 2017, and 2018, the Portfolios paid the following approximate amounts in brokerage commissions:
| Portfolio | 2016 | 2017 | 2018 |
| Balanced Portfolio | $447,000 | $508,000 | $504,000 |
| Capital Growth Portfolio1 | 66,000 | 185,000 | 195,000 |
| Conservative Allocation Portfolio | 0 | 0 | 0 |
| Diversified Value Portfolio2 | 343,000 | 228,000 | 220,000 |
| Equity Income Portfolio3 | 149,000 | 145,000 | 209,000 |
| Equity Index Portfolio | 27,000 | 26,000 | 18,000 |
| Global Bond Index Portfolio4 | | 0 | 0 |
| Growth Portfolio5 | 129,000 | 84,000 | 161,000 |
| High Yield Bond Portfolio | 3,000 | 0 | 0 |
| International Portfolio | 705,000 | 578,000 | 676,000 |
| Mid-Cap Index Portfolio | 27,000 | 27,000 | 33,000 |
| Moderate Allocation Portfolio | 0 | 0 | 0 |
| Money Market Portfolio | 0 | 0 | 0 |
| Real Estate Index Portfolio6 | 38,000 | 23,000 | 48,000 |
| Short-Term Investment-Grade Portfolio | 60,000 | 64,000 | 60,000 |
| Small Company Growth Portfolio | 1,100,000 | 850,000 | 630,000 |
| Total Bond Market Index Portfolio | 3,000 | Less than 1,000 | Less than 1,000 |
| Total International Stock Market Index Portfolio4 | | Less than 1,000 | 0 |
| Total Stock Market Index Portfolio | 0 | 0 | 0 |
1 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.
2 Higher brokerage commissions paid during the fiscal year ended December 31, 2016, were due to larger cash flow and an increase in trading. 3 The increase in brokerage commissions for the fiscal year ended December 31, 2018, was due to an increase in cash flow to the Portfolio. 4 The Global Bond Index and Total International Stock Market Index Portfolios commenced operations on September 7, 2017.
5 The increase in brokerage commissions during the fiscal year ended December 31, 2018, was the result of an increase in cash flow and a change to the Portfolios advisory structure.
6 The increase in brokerage commissions for the fiscal year ended December 31, 2018, was due to additional trading activity related to the broadening of the Portfolios investment objective.
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 advisors other clients, and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by 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 Funds board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a 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, 2018, 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 | ABN AMRO Inc. | $614,000 |
| Barclays Capital Inc. | 1,116,000 | |
| Citigroup Global Markets Inc. | 25,623,000 | |
| Credit Suisse Securities (USA) LLC | 8,497,000 | |
| Deutsche Bank Securities Inc. | 3,480,000 | |
| Goldman, Sachs & Co. | 16,979,000 | |
| J.P. Morgan Securities Inc. | 79,447,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 64,222,000 | |
| Morgan Stanley | 17,332,000 | |
| RBC Capital Markets | 32,000,000 | |
| Capital Growth Portfolio | Merrill Lynch, Pierce, Fenner & Smith Inc. | 10,309,000 |
| Conservative Allocation Portfolio | | |
| Diversified Value Portfolio | | |
| Equity Income Portfolio | BNP Paribas Securities Corp. | 24,600,000 |
| J.P. Morgan Securities Inc. | 52,248,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 9,883,000 | |
| Equity Index Portfolio | Citigroup Global Markets Inc. | 29,641,000 |
| Goldman, Sachs & Co. | 13,482,000 | |
| J.P. Morgan Securities Inc. | 75,764,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 52,515,000 | |
| Morgan Stanley | 12,090,000 | |
| National Financial Services LLC | 7,832,000 | |
| Global Bond Index Portfolio | | |
| Growth Portfolio | Merrill Lynch, Pierce, Fenner & Smith Inc. | 1,400,000 |
| High Yield Bond Portfolio | Credit Suisse Securities (USA) LLC | 5,015,000 |
| International Portfolio | | |
| Mid-Cap Index Portfolio | National Financial Services LLC | 3,661,000 |
| Moderate Allocation Portfolio | | |
| Money Market Portfolio | Citigroup Global Markets Inc | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 18,978,000 | |
| Rabobank International | 5,000,000 | |
| Real Estate 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 Capital Inc. | $1,115,000 |
| BNP Paribas Securities Corp. | 2,166,000 | |
| Citigroup Global Markets Inc. | 19,951,000 | |
| Goldman, Sachs & Co. | 34,271,000 | |
| HSBC Securities (USA) Inc. | 16,481,000 | |
| J.P. Morgan Securities Inc. | 48,551,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 33,000 | |
| Morgan Stanley | 39,527,000 | |
| TD Securities | 21,586,000 | |
| Wells Fargo Securities, LLC | 59,881,000 | |
| Small Company Growth Portfolio | | |
| Total Bond Market Index Portfolio | Barclays Capital Inc. | 3,915,000 |
| Citigroup Global Markets Inc. | 16,695,000 | |
| Credit Suisse Securities (USA) LLC | 4,662,000 | |
| Goldman, Sachs & Co. | 18,009,000 | |
| J.P. Morgan Securities Inc. | 28,872,000 | |
| Merrill Lynch, Pierce, Fenner & Smith Inc. | 20,188,000 | |
| Morgan Stanley | 19,482,000 | |
| Wells Fargo Securities, LLC | 20,190,000 | |
| Total International Stock Market Index Portfolio | | |
| Total Stock Market Index Portfolio | | |
VANGUARDS PROXY VOTING GUIDELINES
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated oversight of proxy voting to the Investment Stewardship Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the funds and its shareholders best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible
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maximum percentage of a companys stock (as determined by the companys governing documents or by applicable law, regulation, or regulatory agreement).
In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the companys board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the funds Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the funds vote in a manner that, in the Committees view, will maximize the value of the funds investment, subject to the individual circumstances of the fund.
| I. | The Board of Directors |
| A. | Election of directors |
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
While the funds will generally support the boards nominees, we will consider a companys specific circumstances in the context of relevant exchange rules and local governance codes, where applicable, in determining the funds vote. The following factors will be taken into account in determining each funds vote:
Factors for approval Nominated slate results in board made up of a majority of independent directors. All members of Audit, Nominating, and Compensation committees are independent of management. |
Factors against approval Nominated slate results in board made up of a majority of non-independent directors. Audit, Nominating, and/or Compensation committees include 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.
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That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 3% of a companys outstanding shares held for at least three years should be able to nominate directors for up to 20% of the seats on the board.
We will review proposals regarding proxy access case by case. The funds will be most likely to support access provisions with the terms described above, but they may support different thresholds based on a companys other governance provisions, as well as other relevant factors.
II. Approval of Independent Auditors
The relationship between the company and its auditors should be limited primarily to the audit, although it may include certain closely related activities that do not, in the aggregate, raise any appearance of impaired independence. The funds will generally support managements recommendation for the ratification of the auditor, except in instances in which audit and audit-related fees make up less than 50% of the total fees paid by the company to the audit firm. We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with the company (regardless of its size relative to the audit fee) to determine whether independence has been compromised.
| III. | Compensation Issues |
| A. | Stock-based compensation plans |
Appropriately designed stock-based compensation plans, administered by an independent committee of the board and approved by shareholders, can be an effective way to align the interests of long-term shareholders with the interests of management, employees, and directors. The funds oppose plans that substantially dilute their ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features.
An independent compensation committee should have significant latitude to deliver varied compensation to motivate the companys employees. However, we will evaluate compensation proposals in the context of several factors (a companys industry, market capitalization, competitors for talent, etc.) to determine whether a particular plan or proposal balances the perspectives of employees and the companys other shareholders. We will evaluate each proposal on a case-by-case basis, taking all material facts and circumstances into account.
The following factors will be among those considered in evaluating these proposals:
Factors for approval
Company requires senior executives to hold a minimum amount
of company stock (frequently expressed as a multiple of salary).
Company requires stock acquired through equity awards to be
held for a certain period of time.
Compensation program includes performance-vesting awards,
indexed options, or other performance-linked grants.
Concentration of equity grants to senior executives is limited
(indicating that the plan is very broad-based).
Stock-based compensation is clearly used as a substitute for
cash in delivering market-competitive total pay.
B. Bonus plans
Factors against approval
Total potential dilution (including all stock-based plans) exceeds 15% of
shares outstanding.
Annual equity grants have exceeded 2% of shares outstanding.
Plan permits repricing or replacement of options without
shareholder approval.
Plan provides for the issuance of reload options.
Plan contains automatic share replenishment (evergreen) feature.
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the Internal Revenue Code, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
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D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the companys performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives incentives for continued employment should be more significant than severance benefits, there are instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
| A. | Shareholder rights plans (poison pills) |
| A | companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest |
without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
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
Plan is relatively short term (3-5 years).
Plan requires shareholder approval for renewal.
Plan incorporates review by a committee of independent
directors at least every three years (so-called TIDE provisions).
Ownership trigger is reasonable (15-20%).
Highly independent, non-classified board.
Plan includes permitted-bid/qualified-offer feature (chewable
pill) that mandates a shareholder vote in certain situations.
B. Increase in authorized shares
Factors against approval
Plan is long term (>5 years).
Renewal of plan is automatic or does not require shareholder approval.
Board with limited independence.
Ownership trigger is less than 15%.
Classified board.
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.
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C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
D. Supermajority vote requirements
The funds support shareholders ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Environmental and Social Proposals
Proposals in this category, initiated primarily by shareholders, typically request that a company enhance its disclosure or amend certain business practices. The funds will evaluate these proposals in the context of our view that a companys board has ultimate responsibility for providing effective ongoing oversight of relevant sector- and company-specific risks, including those related to environmental and social matters. The funds will evaluate each proposal on its merits and support those where we believe there is a logically demonstrable linkage between the specific proposal and long-term shareholder value of the company. Some of the factors considered when evaluating these proposals include the materiality of the issue, the quality of the current disclosures/business practices, and any progress by the company toward the adoption of best practices and/or industry norms.
VI. Voting in Markets Outside the United States
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many other markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in other markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
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VII. Voting Shares of a Company That Has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
A companys governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the companys shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the companys specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. Investment Stewardship Team
The Board has delegated the day-to-day operation of the funds proxy voting process to the Investment Stewardship Team, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when the Investment Stewardship Team will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
The Investment Stewardship Team performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Investment Stewardship Team also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. Investment Stewardship Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with the Investment Stewardship Team to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
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The Board may review these procedures and guidelines and modify them from time to time.
To obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30, log on to vanguard.com or visit the SECs website at www.sec.gov.
FINANCIAL STATEMENTS
The Funds Financial Statements for the fiscal year ended December 31, 2018, appearing in the Portfolios 2018 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.
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).
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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.
The following describe characteristics of U.S. municipal short-term (original maturity of 3 years or less) note ratings provided by Standard and Poors:
SP-1This designation indicates a strong capacity to pay principal and interest. SP-2This designation indicates a satisfactory capacity to pay principal and interest. SP-3This designation indicates a speculative capacity to pay principal and interest.
B-83
SAI064 042019
B-84
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. 89 dated April 26, 2018 are hereby | |
| incorporated by reference. | |
| (b) | By-Laws, Amended and Restated By-Laws, filed with Post-Effective Amendment No. 89 |
| dated April 26, 2018 are hereby incorporated by reference. | |
| (c) | Instruments Defining Rights of Security Holders, reference is made to Articles III and V |
| of the Registrant’s Amended and Restated Agreement and Declaration of Trust, refer to | |
| Exhibit (a) above. | |
| (d) | Investment Advisory Contracts, for Wellington Management Company LLP (with respect |
| to the Equity Income Portfolio), filed with Post-Effective Amendment No. 48 dated April | |
| 29, 2009; 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; for | |
| ArrowMark Colorado Holdings, LLC, filed with Post-Effective Amendment No. 78 dated | |
| April 29, 2016, as amended by Addendum filed with Post-Effective Amendment No. 80 | |
| dated April 28, 2017; and for Jackson Square Partners, LLC, filed with Post-Effective | |
| Amendment No. 74 dated April 30, 2015, are hereby incorporated by reference. For the | |
| The Vanguard Group, Inc., provides investment advisory services to | |
| the Conservative Allocation, Global Bond Index, Equity Income, Equity Index, Mid-Cap | |
| Index, Moderate Allocation, Money Market, Real Estate Index, Short-Term Investment- | |
| Grade, Small Company Growth, Total Bond Market Index, Total International Stock | |
| Market Index, and Total Stock Market Index Portfolios 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. 89 dated April 26, 2018, is hereby incorporated by reference. | |
| For JPMorgan Chase Bank and The Bank of New York Mellon, are filed herewith. | |
| (h) | Other Material Contracts, Fifth Amended and Restated Funds’ Service Agreement, filed |
| with Post-Effective Amendment No. 89 dated April 26, 2018, 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. |
| (p) | Codes of Ethics, for Schroder Investment Management North America Limited, filed |
| with Post-Effective Amendment No. 72 dated April 30, 2014; for Wellington Management | |
| Company LLP, and PRIMECAP Management Company, filed with Post-Effective | |
C-1
Amendment No. 89 dated April 26, 2018, are hereby incorporated by reference. For ArrowMark Colorado Holdings, LLC; for Barrow, Hanley, Mewhinney & Strauss, LLC; Jackson Square Partners, LLC, for Baillie Gifford Overseas Ltd; The Vanguard Group, Inc.; and Schroder Investment Management North America, Inc., are filed herewith.
Item 29. Persons Controlled by or under Common Control with Registrant
None.
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision excludes any liability arising by reason of willful misfeasance, bad faith, gross negligence, or the reckless disregard of the duties involved in the conduct of the Trustees or officers office with the Registrant.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Securities Act) may be permitted for directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 31. Business and Other Connections of Investment Advisers
The Vanguard Group, Inc. (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).
Wellington Management Company LLP (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).
PRIMECAP Management Company (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).
Jackson Square Partners, LLC (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).
C-2
ArrowMark Colorado Holdings, LLC (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).
Schroder Investment Management North America Inc. (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).
Schroder Investment Management North America 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).
Baillie Gifford Overseas Ltd. (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).
Barrow, Hanley, Mewhinney & Strauss, LLC (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 over 200 funds. | |
| (b) | The principal business address of each named director and officer of Vanguard |
| Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
| Name | Positions and Office with Underwriter | Positions and Office with Funds |
| Karin A.Risi | Chairman, Director, Principal and Chief Executive Officer | None |
| Designee | ||
| Scott A. Conking | Director and Principal | None |
| Kevin Jestice | Director and Principal | None |
| Christopher D. McIsaac | Director and Principal | None |
| Thomas M. Rampulla | Director and Principal | None |
| Michael Rollings | Director and Principal | Finance Director |
| John E. Schadl | Director, Principal, and General Counsel | Chief Compliance Officer |
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| Name | Positions and Office with Underwriter | Positions and Office with Funds | |
| Mortimer J. Buckley | President | Chairman of the Board of Trustees, Chief | |
| Executive Officer, and President | |||
| Brian Dvorak | Assistant Vice President | None | |
| Beth Morales Singh | Secretary | None | |
| Michael Kimmel | Assistant Secretary | None | |
| Aisling Murphy | Chief Compliance Officer | None | |
| John T. Marcante | Chief Information Officer | None | |
| Alonzo Ellis | Chief Information Security Officer | None | |
| Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None | |
| Amy M. Laursen | Financial and Operations Principal | None | |
| Danielle Corey | Annuity and Insurance Officer | None | |
| Jeff Seglem | Annuity and Insurance Officer | None | |
| Matthew Benchener | Principal | None | |
| John Bendl | Principal | None | |
| Saundra K. Cusumano | Principal | None | |
| James M. Delaplane Jr. | Principal | None | |
| Kathleen A. Graham-Kelly | Principal | None | |
| Andrew Kadjeski | Principal | None | |
| Martha G. King | Principal | None | |
| Mike Lucci | Principal | None | |
| Brian McCarthy | Principal | None | |
| James M. Norris | Principal | None | |
| David Petty | Principal | None | |
| (c) | Not applicable. | ||
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Custodians, The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286; JPMorgan Chase Bank, 383 Madison Avenue, New York, NY 10179; and State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111; and the Registrants investment advisors at their respective locations identified in this Registration Statement.
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant hereby certifies that it meets all requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of Pennsylvania, on the 25th day of April, 2019.
VANGUARD VARIABLE INSURANCE FUNDS
BY:_________/s/ Mortimer J. Buckley*____________
Mortimer J. Buckley
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
| Signature | Title | Date |
| /s/ Mortimer J. Buckley* | Chairman and Chief Executive | April 25, 2019 |
| Officer | ||
| Mortimer J. Buckley | ||
| /s/ Emerson U. Fullwood* | Trustee | April 25, 2019 |
| Emerson U. Fullwood | ||
| /s/ Amy Gutmann* | Trustee | April 25, 2019 |
| Amy Gutmann | ||
| /s/ F. Joseph Loughrey* | Trustee | April 25, 2019 |
| F. Joseph Loughrey | ||
| /s/ Mark Loughridge* | Trustee | April 25, 2019 |
| Mark Loughridge | ||
| /s/ Scott C. Malpass* | Trustee | April 25, 2019 |
| Scott C. Malpass | ||
| /s/ Deanna Mulligan* | Trustee | April 25, 2019 |
| Deanna Mulligan | ||
| /s/ André F. Perold* | Trustee | April 25, 2019 |
| André F. Perold | ||
| /s/ Sarah Bloom Raskin* | Trustee | April 25, 2019 |
| Sarah Bloom Raskin | ||
| /s/ Peter F. Volanakis* | Trustee | April 25, 2019 |
| Peter F. Volanakis | ||
| /s/ Thomas J. Higgins* | Chief Financial Officer | April 25, 2019 |
| Thomas J. Higgins | ||
*By: /s/ Anne E. Robinson
Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see File Number 33-32216, Incorporated by Reference.
| INDEX TO EXHIBITS | |
| Custodian Agreement The Bank of New York Mellon | Ex-99.G |
| Custodian Agreement JP Morgan Chase Bank. | Ex-99.G |
| Other Opinions, Consent of Independent Registered Public Accounting Firm. | Ex-99.J |
| Rule 18f-3 Plan | Ex-99.N |
| Code of Ethics, Barrow, Hanley, Mewhinney & Strauss, LLC | Ex-99.P |
| Code of Ethics, Arrowmark Colorado Holdings LLC | Ex-99.P |
| Code of Ethics, Jaskson Square Partners, LLC | Ex-99.P |
| Code of Ethics, Baillie Gifford Overseas Ltd | Ex-99.P |
| Code of Ethics, The Vanguard Group, Inc | Ex-99.P |
| Code of Ethics, Schroder Investment Management North America, Inc. | Ex-99.P |
AMENDED AND RESTATED CUSTODY AGREEMENT
AMENDED AND RESTATED CUSTODY AGREEMENT, dated as of August 29, 2017 between each open-end management investment company listed on Schedule II hereto as amended from time to time (each such investment company, a Fund), each a statutory trust organized and existing under the laws of the State of Delaware and registered with the U.S. Securities and Exchange Commission (SEC) under the Investment Company Act of 1940, as amended (the 1940 Act), on behalf of certain of their series (each a Series) having their principal office and place of business at P.O. Box 2600, Valley Forge, Pennsylvania 19482, and The Bank of New York Mellon, a bank organized under the laws of the State of New York and authorized to do a banking business having its principal office and place of business at 225 Liberty Street, New York, New York 10286 (Custodian).
WITNESSETH:
that for and in consideration of the mutual promises hereinafter set forth each Fund and Custodian, intending to be legally bound hereby, agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words shall have the meanings set forth below:
1. Authorized Person shall be any person, whether or not an officer or employee of a Fund, duly authorized to execute any Certificate or to give any Instructions or Oral Instruction with respect to one or more Accounts, such persons to be designated in a Certificate as may be received by Custodian from time to time.
2. Autofax shall mean an unsigned hard copy facsimile generated by a Funds computer system and transmitted to Custodian.
3. BNY Affiliate shall mean any office, branch or subsidiary of The Bank of New York Mellon Corporation.
4. Book-Entry System shall mean the Federal Reserve/Treasury book-entry system for receiving and delivering securities, its successors and nominees.
5. Business Day shall mean any day on which Custodian, Book-Entry System and relevant Depositories are open for business:
6. Certificate shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to Custodian, which is actually received by Custodian by letter or facsimile transmission and signed on behalf of a Fund by an Authorized Person of the Fund or a person reasonably believed by Custodian to be an Authorized Person.
7. Composite Currency Unit shall mean the Euro or any other composite currency unit consisting of the aggregate of specified amounts of specified currencies, as such unit may be constituted from time to time.
8. Confidential Information means, with respect to a party, any and all oral or written information, in whatever kind and in whatever form, of such party and/or of third parties in the possession of such party that is furnished, disclosed or otherwise made available to the other party in connection with
this Agreement and: (i) which a reasonably prudent business person would regard as being treated as secret by such party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy), or (ii) that is designated by such party as confidential, restricted, or proprietary, or with a similar designation; including, without limitation, any past, present or future business and business activities, financial or technical information (including portfolio holdings information and transaction information); products, services, research and development; processes, techniques; designs; financial planning practices; client information (including clients identities and any client related data or information); and marketing plans. With respect to a Fund or its affiliates, Confidential Information shall also include the Personal Information of any shareholders, customers, partners, employees, trustees, and officers of the Fund or its affiliates. The term Personal Information shall mean (i) an individuals name (first initial and last name or first name and last name) plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account number, (f) passport identification number, or (g) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. Confidential Information shall not include any information that (i) is publicly available when disclosed by a party or thereafter becomes publicly available other than through a breach of this Agreement, (ii) was in the possession of the receiving party prior to its disclosure by the disclosing party and was not the subject of a pre-existing confidentiality obligation, (iii) is lawfully disclosed to the receiving party on a non-confidential basis by a third party who is not under a duty of confidentiality to the disclosing party, or (iv) is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties hereto, or by judicial or administration process or otherwise by applicable law.
9. Depository shall include (a) the Book-Entry System, (b) the Depository Trust Company, (c) any other clearing agency or securities depository registered with the SEC identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.
10. Foreign Depository shall mean (a) Euroclear, (b) Clearstream Banking, societe anonyme, (c) each Eligible Securities Depository as defined in Rule 17f-7 under the 1940 Act, identified to a Fund from time to time, and (d) the respective successors and nominees of the foregoing.
11. Instructions shall mean communications transmitted by electronic or telecommunications media, including S.W.I.F.T., computer-to-computer interface, dedicated transmission lines, telex, Autofax or such other methods that may be agreed to by the Funds and Custodian from time to time.
12. Oral Instructions shall mean verbal instructions received by Custodian from an Authorized Person or from a person reasonably believed by Custodian to be an Authorized Person.
13. Securities shall include, without limitation, any common stock and other equity securities, bonds, debentures and other debt securities, notes, mortgages or other obligations, and any instruments representing rights to receive, purchase, or subscribe for the same, or representing any other rights or interests therein (whether represented by a certificate or held in a Depository or Foreign Depository or by a Subcustodian).
14. Series shall mean the various portfolios, if any, of a Fund listed on Schedule II hereto, and if none are listed references to Series shall be references to the Fund.
15. Subcustodian shall mean a bank (including any branch thereof) or other financial institution (other than a Foreign Depository) located within or outside the U.S. that is eligible to serve as a custodian pursuant to the 1940 Act and the rules thereunder (with respect to foreign Subcustodians, the
Schedule II-2
reference to eligibility to serve pursuant to the 1940 Act and the rules thereunder shall apply if Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5 under the 1940 Act (Rule 17f-5)), which is utilized by Custodian in connection with the purchase, sale or custody of Securities hereunder and identified to a Fund from time to time, and their respective successors and nominees.
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS; REPRESENTATIONS, WARRANTIES, AND COVENANTS
1. This Agreement amends and restates the Amended and Restated Custody Agreement dated as of June 19, 2001 between each open-end management investment company listed on Schedule II thereto (as amended from time to time) and The Bank of New York (the Prior Agreement), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. For clarity, matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement. For further clarity, the continuation of amendments to and other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such amendments and agreements to the Prior Agreement shall be considered to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
2. (a) Each Fund hereby appoints Custodian as custodian of all Securities and cash at any time delivered to Custodian during the term of this Agreement, and authorizes Custodian to hold Securities in registered form in its name or the name of its nominees. Custodian hereby accepts such appointment and agrees to establish and maintain one or more securities accounts and cash accounts for each Series in which Custodian will hold Securities and cash as provided herein. Custodian shall maintain books and records segregating the assets of each Series from the assets of any other Series. Such accounts (each, an Account; collectively, the Accounts) shall be in the name of the Fund on behalf of the relevant Series. Except as precluded by Section 8-501(d) of the Uniform Commercial Code (UCC), Custodian shall hold all Securities and other financial assets, other than cash, of a Series that are delivered to it in a securities account with Custodian for and in the name of such Series and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.
(b) Custodian may from time to time establish on its books and records such sub-accounts within each Account as a Fund and Custodian may reasonably agree upon (each a Special Account), and Custodian shall reflect therein such assets as the Fund may specify in a Certificate or Instructions.
(c) Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, futures commission merchant or other third party identified in a Certificate or Instructions such accounts on such terms and conditions as a Fund and Custodian shall reasonably agree, and Custodian shall transfer to such account such Securities and money as the Fund may specify in a Certificate or Instructions. Custodian shall upon receipt of a Certificate or Instructions on behalf of each applicable Series, establish and maintain a segregated account or accounts for and on behalf of each such Series, into which account or accounts may be transferred cash, securities, or other assets of the Series and collateral provided to the Series by its counterparties, including securities maintained in an account by Custodian (1) in accordance with the provisions of any agreement among a Fund on behalf of a Series, Custodian and a broker dealer registered under the Securities Exchange Act of 1934, as amended and a member of the Financial Industry Regulatory Authority relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or
Schedule II-3
organizations, regarding escrow or other arrangements in connection with transactions by the Series, (2) in accordance with the provisions of any agreement among a Fund, on behalf of a Series, Custodian and any futures commission merchant (registered under the Commodity Exchange Act) relating to compliance with the rules of the Commodity Futures Trading Commission or any registered contract market, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Series, (3) for purposes of segregating cash or government securities in connection with options purchased, sold or written by a Series or commodity futures contract options thereon purchased or sold by a Series, (4) for the purposes of compliance by a Series with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or no-action letter of the staff of the SEC, relating to the maintenance of segregated accounts by registered management investment companies, and (5) for any other purpose in accordance with a Certificate or Instructions and as agreed by the parties.
3. Each Fund hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each delivery of a Certificate or each giving of Oral Instructions or Instructions by such Fund, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement, and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by the Fund, approved by a resolution of its board of trustees, constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted;
(d) It will not use the services provided by Custodian hereunder in any manner that is,
or will result in, a violation of any law, rule or regulation applicable to the Fund;
(e) Its board of trustees or its foreign custody manager, as defined in Rule 17f-5 under the 1940 Act, has determined that use of each Subcustodian (including any Replacement Custodian) and each Depository which Custodian or any Subcustodian is authorized to utilize in accordance with Section 1(a) of Article III hereof, satisfies the applicable requirements of the 1940 Act and Rules 17f-4 or 17f-5 thereunder, as the case may be; (f) Upon receiving from Custodian an initial analysis of and information concerning changes in the custody risks associated with maintaining assets at a Foreign Depository, the Fund or its investment adviser has determined that the custody arrangements of each Foreign Depository provide reasonable safeguards against the custody risks associated with maintaining assets with such Foreign Depository within the meaning of Rule 17f-7 under the 1940 Act; (g) It is fully informed of the protections and risks associated with various methods of transmitting Instructions and Oral Instructions and delivering Certificates to Custodian, understands that there may be more secure methods of transmitting or delivering the same than the methods selected by the
Schedule II-4
Fund, agrees that the security procedures (if any) to be utilized provide a commercially reasonable degree of protection in light of its particular needs and circumstances, acknowledges and agrees that Instructions need not be reviewed by Custodian if such Instructions require authentication codes and have such codes, acknowledges and agrees the same may conclusively be presumed by Custodian to have been given by person(s) duly authorized, and may be acted upon as given; (h) It shall manage its borrowings, including, without limitation, any advance or overdraft (including any day-light overdraft) in the Accounts, so that the aggregate of its total borrowings for each Series does not exceed the amount such Series is permitted to borrow under the 1940 Act; (i) Its transmission or giving of, and Custodian acting upon and in reliance on, Certificates, Instructions, or Oral Instructions pursuant to this Agreement shall at all times comply with the 1940 Act; (j) It shall impose and maintain restrictions on the destinations to which cash may be disbursed by Instructions to ensure that each disbursement is for a proper purpose; and (k) It has the right to make the pledge and grant the security interest and security entitlement to Custodian contained in Section 1 of Article V hereof, free of any right or prior claim of any other person or entity (except as otherwise provided by law), such pledge and such grants shall have a first priority subject to no setoffs, counterclaims, or other liens or grants prior to or on a parity therewith (except as otherwise provided by law).
4. The Fund hereby covenants that it shall from time to time complete and execute and deliver to Custodian upon Custodians request a Form FR U-l (or successor form) whenever the Fund borrows from Custodian any money to be used for the purchase or carrying of margin stock as defined in Federal Reserve Regulation U.
5. Custodian hereby represents and warrants, which representations and warranties shall be continuing and shall be deemed to be reaffirmed upon each receipt of a Certificate or each receipt of Oral Instructions or Instructions by Custodian, that: (a) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement has been duly authorized, executed and delivered by Custodian, constitutes a valid and legally binding obligation of Custodian, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors rights or by equitable principles generally applied, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement; (c) It is conducting its business in substantial compliance with all applicable laws and requirements, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; and (d) It will not provide services hereunder in any manner that is, or will result in, a violation of any law, rule or regulation applicable to Custodian.
Schedule II-5
ARTICLE III
CUSTODY AND RELATED SERVICES
1. (a) Subject to the terms hereof, each Fund hereby authorizes Custodian to hold any Securities and cash received by it from time to time for such Funds account. Custodian shall be entitled to utilize Depositories, Subcustodians, and, subject to subsection (e) of this Section 1, Foreign Depositories, to the extent possible in connection with its performance hereunder. Securities and cash held in a Depository or Foreign Depository will be held subject to the rules, terms and conditions of such entity. Securities and cash held through Subcustodians shall be held subject to the terms and conditions of Custodians or a BNY Affiliates agreements with such Subcustodians. Subcustodians may be authorized to hold Securities in Foreign Depositories in which such Subcustodians participate. Unless otherwise required by local law or practice or a particular Subcustodian agreement, Securities deposited with a Subcustodian, a Depository or a Foreign Depository will be held in a commingled account, in the name of Custodian, holding only Securities held by Custodian as custodian for its customers. Custodian shall identify on its books and records the Securities and cash belonging to each Fund and their Series, whether held directly or indirectly through Depositories, Foreign Depositories, or Subcustodians. Custodian shall, directly or indirectly through Subcustodians, Depositories, or Foreign Depositories, endeavor, to the extent feasible, to hold Securities in the country or other jurisdiction in which the principal trading market for such Securities is located, where such Securities are to be presented for cancellation and/or payment and/or registration, or where such Securities are acquired. Custodian at any time may cease utilizing any Subcustodian and/or may replace a Subcustodian with a different Subcustodian (the Replacement Subcustodian). In the event Custodian selects a Replacement Subcustodian, Custodian shall not utilize such Replacement Subcustodian until after the Funds board or foreign custody manager has determined that utilization of such Replacement Subcustodian satisfies the requirements of the 1940 Act and Rule 17f-5 thereunder.
(b) Custodian may employ one or more Subcustodians located in the United States for a Fund, but only in accordance with applicable law and upon receipt of written approval from the Fund. The approval of a particular Subcustodian by the Fund shall not limit Custodians liability with respect to the use of the Subcustodian under this Agreement.
(c) With respect to Losses (as defined below) incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodians provision of sub-custody services in a market listed in Schedule III hereto, Custodian will be liable for such Losses to the same extent as if such action or omission was performed by Custodian itself, unless a higher standard of care is required by law, rule, or regulation, in which case the higher standard of care will apply. Custodian shall take full responsibility for, and shall indemnify the Fund from and against, any Losses incurred by a Fund as a result of any action or omission of a Subcustodian relating to the Subcustodians provision of sub-custody services in a market listed in Schedule III hereto to the same extent as if such action or omission was performed by Custodian itself, or the insolvency of any Subcustodian that is a BNY Affiliate, and Custodian shall promptly reimburse the Fund in the amount of any such Losses. Where Custodian no longer maintains any client assets with a Subcustodian in a market listed in Schedule III or where Custodian intends to remove all client assets from all Subcustodians in a market listed in Schedule III, Custodian may remove that market from the list in Schedule III upon prior notice to the applicable Fund. In all other circumstances, Custodian may not remove a market listed in Schedule III without prior agreement of the applicable Fund.
(d) Assuming that Custodian acts as foreign custody manager for the applicable Series as contemplated in Rule 17f-5, unless Custodian has received a Certificate or Instructions to the contrary, Custodian shall hold such Series Foreign Assets (as defined in Rule 17f-5) indirectly through a Subcustodian only if Custodian determines that (1) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Subcustodian, after considering all factors relevant to the safekeeping of such assets, including, without
Schedule II-6
limitation the factors specified in Rule 17f-5(c)(1); and (2) the contract governing the foreign custody arrangements with such Subcustodian selected by Custodian will satisfy the requirements of Rule 17f-5(c)(2), including but not limited to: (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors or operators, including a receiver or trustee in bankruptcy or similar authority, except for a claim of payment for the safe custody or administration of Securities on behalf of the Fund by such Subcustodian, and (ii) beneficial ownership of the Securities is freely transferable without the payment of cash or value other than for safe custody or administration.
(e) With respect to each Foreign Depository, Custodian shall exercise reasonable care, prudence, and diligence (i) to provide the Fund with an analysis of the custody risks associated with maintaining assets with the Foreign Depository, and (ii) to monitor such custody risks on a continuing basis and promptly notify the Fund or the Funds investment adviser of any material change in such risks. Each Fund acknowledges and agrees that such analysis and monitoring shall be made on the basis of, and limited by, information gathered from Subcustodians or through publicly available information otherwise obtained by Custodian, and shall include information concerning, but no evaluation of, Country Risks. As used herein the term Country Risks shall mean with respect to any Foreign Depository: (a) the financial infrastructure of the country in which it is organized, (b) such countrys prevailing custody and settlement practices, (c) nationalization, expropriation or other governmental actions, (d) such countrys regulation of the banking or securities industry, (e) currency controls, restrictions, devaluations or fluctuations, and (f) market conditions which affect the orderly execution of securities transactions or affect the value of securities.
2. Promptly after the close of business on each Business Day or the next Business Day in the
case of a Subcustodian or Foreign Depositary, or in accordance with practices in the related local market, Custodian shall furnish each Fund with confirmations and a summary, on a per Series basis, of all transfers to or from the Accounts, either hereunder or with any Subcustodian appointed in accordance with this Agreement during said day. Where Securities are transferred to an Account for a Series, Custodian shall also by book-entry or otherwise identify as belonging to such Series a quantity of Securities in a fungible bulk of Securities registered in the name of Custodian (or its nominee) or shown on Custodians account on the books of the Book-Entry System or a Depository. At least monthly and from time to time, Custodian shall furnish each Fund with a detailed statement, on a per Series basis, of the Securities and cash held by Custodian for such Fund.
3. With respect to all Securities held hereunder, Custodian shall, unless otherwise instructed to the contrary: (a) Collect and receive all income and other payments and in this regard Custodian shall promptly notify a Fund in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing, if any amount payable with respect to portfolio Securities or other assets of a Series is not received by Custodian when due. In the event that extraordinary measures are required to collect such income, a Fund and Custodian shall consult as to such measures and as to the compensation and expenses of Custodian relating to such measures; (b) Give notice to each Fund and present payment and collect the amount payable upon such Securities that are called, but only if either (i) Custodian receives a written notice of such call, or (ii) notice of such call appears in or is received from a nationally recognized bond or corporate action service to which Custodian subscribes; (c) Unless otherwise instructed by a Fund, Custodian shall retain in the appropriate account any stock dividends, subscription rights and other non-cash distributions on the Securities, or the
Schedule II-7
proceeds from the sale of any distributions. Custodian shall notify a Fund upon the receipt of any non-cash item.
(d) Present for payment and collect the amount payable upon all Securities which may mature, promptly deposit or withdraw such proceeds as designated therein and advise each Fund as promptly as practicable of any such amounts due but not paid;
| (e) | Surrender Securities in temporary form for definitive Securities; |
| (f) | Forward to each Fund copies of all information or documents that it may actually |
receive from an issuer of Securities which, in the opinion of Custodian, are intended for the beneficial owner of Securities; (g) Execute, as custodian, any certificates of ownership, affidavits, declarations or other certificates under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (h) Hold directly or through a Depository, a Foreign Depository, or a Subcustodian all rights and similar Securities issued with respect to any Securities credited to an Account hereunder; and
| (i) | Endorse for collection checks, drafts or other negotiable instruments. | |
| 4. | (a) | Custodian shall notify each Fund of rights or discretionary actions with respect to |
Securities held hereunder, and of the date or dates by when such rights must be exercised or such action must be taken (each a Notice and collectively Notices), provided that Custodian has actually received, from the issuer or the relevant Depository (with respect to Securities issued in the United States) or from the relevant Subcustodian, Foreign Depository, or a nationally or internationally recognized bond or corporate action service to which Custodian subscribes (each a Notice Provider and collectively Notice Providers), timely notice of such rights or discretionary corporate action or of the date or dates such rights must be exercised or such action must be taken. Absent actual receipt of Notices, Custodian shall have no liability for failing to so notify a Fund except as provided in the last sentence of this paragraph or as otherwise specifically agreed by Custodian in writing in an amendment to or other document separate from this Agreement. Custodian shall use reasonable care in forwarding such Notice to the relevant Fund. Custodian shall use reasonable care in the selection of a Notice Provider other than a Foreign Depository. To the extent an officer of the Custodian, with working knowledge of the Accounts, has actual knowledge that a Notice Provider has failed to provide Notices to the Custodian, the Custodian shall use reasonable care to obtain a mailing of such Notice from such Notice Provider or except in the case of a Foreign Depository use an alternative Notice Provider.
(b) Whenever Securities (including, but not limited to, warrants, options, tenders, options to tender or non-mandatory puts or calls) confer discretionary rights on a Fund or provide for discretionary action or alternative courses of action by a Fund, the Fund shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for Custodian to act, it must receive the Funds Certificate or Instructions at Custodians offices, addressed as Custodian may from time to time request, at such date or time as Custodian may specify to the Fund. Absent Custodians timely receipt of such Certificate or Instructions Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such Securities.
5. Custodian shall perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels that may be agreed upon by the parties in writing from
Schedule II-8
time to time. If Custodian fails to satisfy any service level that has been designated as critical, Custodian will be required to pay the Fund agreed upon credit amounts, if any.
6. All voting rights with respect to Securities, however registered, shall be exercised by the Fund or its designee. For Securities issued in the United States, Custodians only duty shall be to mail to the Funds any documents (including proxy statements, annual reports and signed proxies) actually received by Custodian relating to the exercise of such voting rights. With respect to Securities issued outside of the United States, Custodians only duty shall be to provide the Funds with access to a provider of global proxy services at a Funds request. The Fund using the services shall be responsible for all associated costs.
7. Custodian shall promptly advise a Fund upon Custodians actual receipt of notification of the partial redemption, partial payment or other action affecting less than all Securities of the relevant class. If Custodian, any Subcustodian, any Depository, or any Foreign Depository holds any Securities in which the Fund has an interest as part of a fungible mass, Custodian, such Subcustodian, Depository, or Foreign Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
8. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United States federal, state or local government or agency securities unless explicitly agreed to by Custodian in writing.
9. Each Fund shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (Taxes), with respect to any cash or Securities held on behalf of such Fund or any transaction related thereto. Each Fund shall indemnify Custodian and each Subcustodian for the amount of any Tax that Custodian, any such Subcustodian or any other withholding agent is required under applicable laws (whether by assessment or otherwise) to pay on behalf of, or in respect of income earned by or payments or distributions made to or for the account of the Fund (including any payment of Tax required by reason of an earlier failure to withhold). Custodian shall, or shall instruct the applicable Subcustodian or other withholding agent to, withhold the amount of any Tax which is required to be withheld under applicable law upon collection of any dividend, interest or other distribution made with respect to any Security and any proceeds or income from the sale, loan or other transfer of any Security. In the event that Custodian or any Subcustodian is required under applicable law to pay any Tax on behalf of a Fund, Custodian is hereby authorized to withdraw cash from any cash account in the amount required to pay such Tax and to use such cash, or to remit such cash to the appropriate Subcustodian or other withholding agent, for the timely payment of such Tax in the manner required by applicable law. If the aggregate amount of cash in all cash accounts is not sufficient to pay such Tax, Custodian shall promptly notify the Fund of the additional amount of cash (in the appropriate currency) required, and the Fund shall directly deposit such additional amount in the appropriate cash account promptly after receipt of such notice, for use by Custodian as specified herein. In the event that Custodian reasonably believes that Fund is eligible, pursuant to applicable law or to the provisions of any tax treaty, for a reduced rate of, or exemption from, any Tax which is otherwise required to be withheld or paid on behalf of the Fund under any applicable law, Custodian shall, or shall instruct the applicable Subcustodian or withholding agent to, either withhold or pay such Tax at such reduced rate or refrain from withholding or paying such Tax, as appropriate; provided that Custodian shall have received from the Fund all documentary evidence of residence or other qualification for such reduced rate or exemption required to be received under such applicable law or treaty. In the event that Custodian reasonably believes that a reduced rate of, or exemption from, any Tax is obtainable only by means of an application for refund, Custodian and the applicable Subcustodian shall have no responsibility for the accuracy or validity of information provided by a Fund on any forms or documentation provided by the Fund to Custodian hereunder. Each Fund hereby agrees to indemnify and hold harmless Custodian and each Subcustodian in respect of any liability arising from any underwithholding or underpayment of any Tax which results from the inaccuracy or invalidity of
Schedule II-9
information provided by a Fund on any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of such Fund, its successors and assigns notwithstanding the termination of this Agreement.
10. (a) Upon receipt of a proper Certificate or proper Instructions in a format agreeable to the applicable Fund and Custodian, Custodian shall facilitate the processing and settlement of foreign exchange transactions for such Fund. For the purpose of settling Securities and foreign exchange transactions, each Fund shall provide Custodian with sufficient immediately available funds for all transactions by such time and date as conditions in the relevant market dictate. As used herein, sufficient immediately available funds shall mean either (i) sufficient cash denominated in U.S. dollars to purchase the necessary foreign currency, or (ii) sufficient applicable foreign currency to settle the transaction. Custodian shall provide each Fund with immediately available funds each day which result from the actual settlement of all sale transactions, based upon advices received by Custodian from Subcustodians, Depositories, and Foreign Depositories. Such funds shall be in U.S. dollars or such other currency as a Fund may specify to Custodian.
(b) Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. Each Fund may issue a standing Certificate or Instructions with respect to foreign exchange transactions, but Custodian may establish rules or limitations concerning any foreign exchange facility made available to the Funds. Each Fund shall bear all risks of investing in Securities or holding cash denominated in a foreign currency.
(c) To the extent that Custodian has agreed to provide pricing or other information services in connection with this Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by Custodian to be reliable to provide such information. Each Fund understands that certain pricing information with respect to complex financial instruments (e.g., derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, and that the variance between such calculated amounts and actual market values may or may not be material. Where vendors do not provide pricing information for particular Securities or other property, an Authorized Person may advise Custodian in a Certificate regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good faith. Subject to the immediately following sentence, Custodian is entitled to rely without investigation on the accuracy and completeness of pricing and other information provided to Custodian by a Fund or third party. Nevertheless, Custodian shall be liable for the performance of any vendor selected by Custodian that is a BNY Affiliate to the same extent as Custodian would have been liable if it performed such services itself.
11. Custodian shall promptly send to a Fund (a) any reports it receives from a Depository on such Depositorys system of internal accounting control, and (b) such reports on its own system of internal accounting control as the Fund may reasonably request from time to time.
12. Subject to Article III, Section 4(a), Custodian shall transmit promptly to a Fund for each Series all written information received by Custodian from issuers of the Securities and other financial assets being held for the Series, including among other things, maturities of domestic securities and notices of exercise of call and put options. Also subject to Article III, Section 4(a), Custodian shall transmit promptly to the Fund all written information received by Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. Custodian shall transmit promptly to the Fund for each Series all written information received by Custodian regarding any class action or other collective litigation relating to Securities or other financial assets issued in the United States and then held, or previously held, during the relevant class action period
Schedule II-10
during the term of this Agreement by Custodian for the account of a Fund for a Series, including, but not limited to, opt-out notices and proof-of-claim forms.
13. Custodian will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Custodian, that contains reasonable and appropriate security measures designed to safeguard the Confidential Information of a Fund that Custodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Custodian will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to: (i) ensure the security and confidentiality of all Confidential Information of a Fund that Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder; (ii) protect against any reasonably foreseeable threats or hazards to the security or integrity of such Confidential Information; (iii) protect against unauthorized access to or use of such Confidential Information; (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches; and (v) ensure appropriate disposal of such Confidential Information.
Custodian will monitor and review its information security program and revise it, as necessary and in its sole discretion, to address as it deems necessary any reasonably foreseeable and applicable legal and regulatory requirements. Custodian shall periodically test and audit its information security program.
Custodian shall respond to the Funds reasonable requests for information concerning Custodians information security program and once each calendar year, upon request, Custodian will permit authorized representatives of the Funds to review, at Custodians site, its applicable policies and procedures to the extent it is able to do so without divulging sensitive, proprietary, or Custodian Confidential Information. Upon reasonable request, Custodian shall discuss with the Funds the information security program of Custodian. Custodian also agrees, when requested but not more frequently than once per year, to complete any reasonable security questionnaire regarding Custodians information security program provided by the Funds and return it in a commercially reasonable period of time. The parties may also agree upon other matters relating to access management and information security which the parties consider to be appropriate from time to time.
Custodian shall: (i) promptly notify a Fund of any unauthorized access to Confidential Information of the Fund in the possession or control of Custodian (Breach of Security); (ii) promptly furnish to the relevant Fund full details of such Breach of Security to the extent it is available and not privileged information or part of an investigation; (iii) provide reasonable cooperation to a Fund in any litigation and investigation of third parties deemed necessary by the Fund to protect its proprietary and other rights; (iv) take all reasonable and appropriate action to end the Breach of Security and to mitigate any continuing or future harm to a Fund resulting from the Breach of Security, and (v) use reasonable precautions to prevent a recurrence of a Breach of Security. This provision will survive termination or expiration of this Agreement for so long as Custodian or any Subcustodian continues to possess or have access to Confidential Information of a Fund. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.
14. Custodian has and shall maintain business continuation and disaster recovery plans with respect to its global custody business, which, in the event of a significant business disruption affecting Custodian (which could include a Force Majeure Event as defined below), will be designed to ensure the continued processing capability and availability of the services provided by Custodian under this Agreement without undue delay or disruption. Custodian shall update and test the operability of such plans at least annually. On an annual basis, Custodian shall, upon reasonable request, meet with the Funds to review any business continuation and disaster recovery plans of Custodian relevant to the services provided by Custodian under this Agreement. Custodian represents that its business continuation and disaster
Schedule II-11
recovery plans are appropriate for its business as a provider of custodian services to investment companies registered under the 1940 Act. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.
15. Each Fund represents that it maintains compliance policies and procedures reasonably designed to prevent the Fund from violating any applicable laws, rules, regulations, executive orders or requirements administered by any governmental authority of the United States (including the U.S. Office of Foreign Assets Control) concerning economic sanctions. Unless otherwise prohibited, a Fund will promptly provide to Custodian such information as Custodian reasonably requests in connection with the matters referenced in this Section 15, including information regarding its Accounts, the assets held or to be held in the Accounts, the source thereof, and the identity of any individual or entity having or claiming an interest therein. Custodian may decline to act or provide services in respect of any Account, and take such other actions as it, in its reasonable discretion, deems necessary or advisable, in connection with the matters referenced in this Section 15. If Custodian declines to act or provide services as provided in the preceding sentence, except as otherwise prohibited by applicable law or official request, Custodian will inform the Fund as soon as reasonably practicable.
16. Each Fund hereby acknowledges that Custodian is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Custodian must obtain, verify and record information that allows Custodian to identify the Fund. Accordingly, prior to opening an Account hereunder, Custodian will ask the Fund to provide certain information including, but not limited to, the Funds name, physical address, tax identification number and other information that will help Custodian to identify and verify the Funds identity, such as organizational documents, certificate of good standing, license to do business, or other pertinent identifying information. Each Fund agrees that Custodian cannot open an Account hereunder unless and until Custodian verifies the Funds identity in accordance with Custodians CIP.
ARTICLE IV
PURCHASE AND SALE OF SECURITIES;
CREDITS TO ACCOUNT
1. Promptly after each purchase or sale of Securities by a Fund, the Fund shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying all information Custodian may reasonably request to settle such purchase or sale. Custodian shall account for all purchases and sales of Securities on the actual settlement date unless otherwise agreed by Custodian.
2. Each Fund understands that when Custodian is instructed to deliver Securities against payment, delivery of such Securities and receipt of payment therefor may not be completed simultaneously. Notwithstanding any provision in this Agreement to the contrary, settlements, payments and deliveries of Securities may be effected by Custodian or any Subcustodian in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction in which the transaction occurs, including, without limitation, delivery to a purchaser or dealer therefor (or agent) against receipt with the expectation of receiving later payment for such Securities. Each Fund assumes full responsibility for all risks, including, without limitation, credit risks, involved in connection with such deliveries of Securities, except the foregoing shall not excuse Custodians acting in accordance with such practices and procedures in a manner that constitutes negligence, bad faith or willful misconduct.
3. Custodian may, as a matter of bookkeeping convenience or by separate agreement with a Fund, credit the Account with the proceeds from the sale, redemption or other disposition of Securities or interest, dividends or other distributions payable on Securities prior to its actual receipt of final payment
Schedule II-12
therefor. All such credits shall be conditional until Custodians actual receipt of final payment and may be reversed by Custodian to the extent that final payment is not received. Custodian shall notify the appropriate Fund at least 48 hours prior to any such reversal, but such reversal shall be made as of the date Custodian determines it has not received final payment. Payment with respect to a transaction will not be final until Custodian shall have received immediately available funds which under applicable local law, rule and/or practice are irreversible and not subject to any security interest, levy or other encumbrance, and which are specifically applicable to such transaction.
ARTICLE V
OVERDRAFTS OR INDEBTEDNESS
1. If Custodian should in its sole discretion advance funds on behalf of any Series which results in an overdraft (including, without limitation, any day-light overdraft) because the cash held by Custodian in an Account for such Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Series, as set forth in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate Account of a Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Series payable on demand and shall bear interest from the date incurred at a rate per annum agreed by such Fund and Custodian from time to time, or, in the absence of an agreement, at the rate ordinarily charged by Custodian to its institutional customers, as such rate may be adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to such Securities of such Series as shall have a fair market value equal to the aggregate amount of all overdrafts of, or advances to, such Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding. The Fund authorizes Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Series credit on Custodians books; provided, however, that Custodian shall provide the Fund with two (2) business days advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and other assets are to be used to set off the outstanding balance. For avoidance of doubt, the provisions of this Section do not apply to any amounts owed to Custodian pursuant to any other Section of this Agreement, including, in particular, any amounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.
2. If a Fund borrows money from any bank (including Custodian if the borrowing is pursuant to a separate agreement) for investment or for temporary or emergency purposes using Securities held by Custodian hereunder as collateral for such borrowings, the Fund shall deliver to Custodian a Certificate specifying with respect to each such borrowing: (a) the Series to which such borrowing relates; (b) the name of the bank, (c) the amount of the borrowing, (d) the time and date, if known, on which the loan is to be entered into, (e) the total amount payable to the Fund on the borrowing date, (f) the Securities to be delivered as collateral for such loan, including the name of the issuer, the title and the number of shares or the principal amount of any particular Securities, and (g) a statement specifying whether such loan is for investment purposes or for temporary or emergency purposes and that such loan is in conformance with the 1940 Act and the Funds prospectus. Custodian shall deliver on the borrowing date specified in a Certificate the specified collateral against payment by the lending bank of the total amount of the loan payable, provided that the same conforms to the total amount payable as set forth in the Certificate. Custodian may, at the option of the lending bank, keep such collateral in its possession, but such collateral shall be subject to all
Schedule II-13
rights therein given the lending bank by virtue of any promissory note or loan agreement. Custodian shall deliver such Securities as additional collateral as may be specified in a Certificate to collateralize further any transaction described in this Section. The Fund shall cause all Securities released from collateral status to be returned directly to Custodian, and Custodian shall receive from time to time such return of collateral as may be tendered to it. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and number of shares or the principal amount of any particular Securities to be delivered as collateral by Custodian, Custodian shall not be under any obligation to deliver any Securities. In this event, Custodian shall notify the Fund that the Securities were not delivered, and the information that the Fund failed to specify in the Certificate.
ARTICLE VI
SALE AND REDEMPTION OF SHARES
1. Whenever a Fund shall sell any shares issued by the Fund (Shares) it shall deliver to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the amount of cash and/or Securities to be received by Custodian for the sale of such Shares and specifically allocated to an Account for such Series.
2. Upon receipt of such cash from a Funds transfer agent, Custodian shall credit such cash to an Account in the name of the Series for which such cash was received.
3. Except as provided hereinafter, whenever a Fund desires Custodian to make payment out of the cash held by Custodian hereunder in connection with a redemption of any Shares, it shall furnish to Custodian a Certificate or Instructions, or if agreed between the Fund and Custodian Oral Instructions, specifying the total amount to be paid for such Shares. Custodian shall make payment of such total amount to the transfer agent specified in such Certificate, Instructions or Oral Instructions out of the cash held in an Account of the appropriate Series.
4. Notwithstanding the above provisions regarding the redemption of any Shares, whenever any Shares are redeemed pursuant to any check redemption privilege which may from time to time be offered by a Fund, Custodian, unless otherwise instructed by a Certificate or Instructions (or if agreed between the Fund and Custodian Oral Instructions) shall, upon presentment of such check, charge the amount thereof against the cash held in the Account of the Series of the Shares being redeemed, provided, that if the Fund or its agent timely advises Custodian that such check is not to be honored, Custodian shall return such check unpaid.
ARTICLE VII
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. Whenever a Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions, Oral Instructions (if agreed between the Fund and Custodian) or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.
2. Upon the payment date specified in such Instructions, Oral Instructions or Certificate, Custodian shall pay out of the cash held for the Account of such Series the total amount payable to the dividend agent of the Fund with respect to the Series specified therein.
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ARTICLE VIII
CONCERNING CUSTODIAN
1. (a) Custodian shall exercise such good faith, reasonable care, diligence and prudence as a professional custodian would exercise under the facts and circumstances and to act without negligence, fraud, bad faith, or willful misconduct in carrying out the duties and obligations set forth in this Agreement, unless a higher standard of care is required by law, rule, or regulation, in which case such higher standard of care will apply. Except as otherwise expressly provided herein, Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including attorneys and accountants fees (collectively, Losses), incurred by or asserted against a Fund, except those Losses arising out of Custodians own negligence, bad faith or willful misconduct. Custodian shall have no liability whatsoever for the action or inaction of any Depositories, or, except to the extent such action or inaction is a direct result of Custodians failure to fulfill its duties hereunder, of any Foreign Depositories. With respect to any Losses incurred by the Fund as a result of the acts or any failures to act by any Subcustodian, Depository, or Foreign Depository, Custodian shall take appropriate action to recover such Losses from such Subcustodian, Depository, or Foreign Depository; and with regard to a Depository or Foreign Depository or with regard to a Loss relating to the Subcustodians provision of sub-custody services in a market other than one listed in Schedule III hereto, Custodians sole responsibility and liability to the Fund shall be limited to amounts so received from such Subcustodian, Depository or Foreign Depository (exclusive of costs and expenses incurred by Custodian), except to the extent that (A) Custodians negligence, bad faith or willful misconduct is the direct cause of such Subcustodian, Depository or Foreign Depositorys act or omission (it being agreed that Custodians decision to use any such Subcustodian, Depository or Foreign Depository shall not constitute negligence, bad faith or willful misconduct), or (B) a transaction or other matter between Custodian and such Subcustodian, Depository or Foreign Depository in which Custodian acts with negligence, fraud, bad faith, or willful misconduct and which is unrelated to the Fund was the cause of the loss or damage, in each of which events, Custodian shall be liable for such Losses. At a Funds election and to the extent practicable under the circumstances and allowable under the applicable agreement and/or the law pursuant to which such agreement is construed, a Fund shall be subrogated on behalf of its Series to the rights of Custodian with respect to any claims against a Depository or Foreign Depository or against a Subcustodian with respect to the provision of sub-custody services in a market other than one listed in Schedule III hereto as a consequence of any Losses if and to the extent that such Series has not been made whole for any Losses within a reasonable period of time by such Subcustodian, Depository or Foreign Depository. Upon the occurrence of any event that causes or may cause any Losses to a Fund, Custodian shall (i) promptly notify the Fund of the occurrence of such event and (ii) take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to the Fund.
(b) Provided Custodians actions or omissions are without gross negligence, fraudulent conduct, bad faith, or willful misconduct, Custodian shall not be liable to a Fund or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. In addition, neither Custodian nor any Subcustodian shall be liable: (i) for acting in accordance with any Certificate or Oral Instructions actually received by Custodian and reasonably believed by Custodian to be given by an Authorized Person; (ii) for acting in accordance with Instructions requiring authentication codes if such Instructions have authentication codes without reviewing the same; (iii) for conclusively presuming that all disbursements of cash directed by the Fund, whether by a Certificate, an Oral Instruction, or an Instruction, are in accordance with Section 3(i) of Article II hereof; (iv) for holding property in any particular country, including, but not limited to, Losses resulting from nationalization, expropriation or other governmental actions; regulation of the banking or securities industry; exchange or currency controls or restrictions, devaluations or fluctuations; availability of cash or Securities or market conditions which prevent the transfer of property or execution of Securities transactions or affect the value of property; (v) for the insolvency of any Subcustodian (other than a BNY Affiliate), any Depository, or, except to the extent such action or inaction is a direct result of Custodians failure to fulfill its duties
Schedule II-15
hereunder, any Foreign Depository; or (vi) for any Losses arising from the applicability of any law or regulation now or hereafter in effect, or from the occurrence of any event, including, without limitation, implementation or adoption of any rules or procedures of a Foreign Depository, which may affect, limit, prevent or impose costs or burdens on, the transferability, convertibility, or availability of any currency or Composite Currency Unit in any country or on the transfer of any Securities, and in no event shall Custodian be obligated to substitute another currency for a currency (including a currency that is a component of a Composite Currency Unit) whose transferability, convertibility or availability has been affected, limited, or prevented by such law, regulation or event, and to the extent that any such law, regulation or event imposes a cost or charge upon Custodian in relation to the transferability, convertibility, or availability of any cash currency or Composite Currency Unit, such cost or charge shall be for the Account of the Fund, and Custodian may treat any Account denominated in an affected currency as a group of separate accounts denominated in the relevant component currencies. Provided that Custodian shall maintain an information security program as set forth in Article III, Section 13, and business continuation and disaster recovery procedures as set forth in Article III, Section 14, Custodian shall not be liable for any Losses due to forces beyond the control of Custodian, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes, or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (Force Majeure Event). Custodian shall endeavor to promptly notify the Funds when it becomes aware of any situation outlined above, but shall not be liable for a failure to do so. The Funds shall not be responsible for temporary delays in the performance of their duties and obligations hereunder and correspondingly shall not be liable for any Losses attributable to such delay in consequence of an event as described above affecting the Funds principal place of business operations or administration.
(c) Custodian may enter into subcontracts, agreements and understandings with any BNY Affiliate, whenever and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder. No such subcontract, agreement or understanding shall discharge Custodian from its obligations hereunder. With respect to Losses incurred by a Fund as a result of an action or omission of a BNY Affiliate, Custodian will be liable for such Losses to the same extent that Custodian would be liable under the Agreement if the applicable action or omission was that of Custodian.
(d) The Funds agree to indemnify Custodian and hold Custodian harmless from and against any and all Losses sustained or incurred by or asserted against Custodian by reason of or as a result of any action or inaction, or arising out of Custodians performance hereunder, including reasonable fees and expenses of counsel incurred by Custodian in a successful defense of claims by the Fund; provided however, that the Funds shall not indemnify Custodian for those Losses arising out of Custodians own negligence, bad faith or willful misconduct. This indemnity shall be a continuing obligation of each Fund, their successors and assigns, notwithstanding the termination of this Agreement.
(e) Without limiting any provisions of Article III, Section 1, Custodian agrees to indemnify each Fund against and hold each Fund harmless from and against any and all direct damages sustained or incurred because of or in connection with this Agreement; provided however, that Custodian shall only indemnify the Funds for those direct damages arising out of the negligence, bad faith or willful misconduct of Custodian, or any affiliate of Custodian or any BNY Affiliate. This indemnity shall be a continuing obligation of Custodian, its successors and assigns, notwithstanding the termination of this Agreement.
2. Without limiting the generality of the foregoing, Custodian shall be under no obligation to inquire into, and shall not be liable for (except to the extent that either (a) or (b) involves Custodians negligence, bad faith or willful misconduct):
Schedule II-16
(a) Any Losses incurred by a Fund or any other person as a result of the receipt or acceptance of fraudulent, forged or invalid Securities, or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market; (b) The validity of the issue of any Securities purchased, sold, or written by or for the Fund, the legality of the purchase, sale or writing thereof, or the propriety of the amount paid or received therefor; (c) The legality of the sale or redemption of any Shares, or the propriety of the amount to be received or paid therefor; (d) The legality of the declaration or payment of any dividend or distribution by a Fund; (e) The legality of any borrowing by a Fund; (f) The legality of any loan of portfolio Securities, nor shall Custodian be under any duty or obligation to see to it that any cash or collateral delivered to it by a broker, dealer or financial institution or held by it at any time as a result of such loan of portfolio Securities is adequate collateral for the Fund against any loss it might sustain as a result of such loan, which duty or obligation shall be the sole responsibility of the Fund. In addition, Custodian shall be under no duty or obligation to see that any broker, dealer or financial institution to which portfolio Securities of the Fund are lent makes payment to it of any dividends or interest which are payable to or for the account of the Fund during the period of such loan or at the termination of such loan, provided, however that Custodian shall promptly notify the Fund in the event that such dividends or interest are not paid and received when due; (g) The sufficiency or value of any amounts of cash and/or Securities held in any Special Account in connection with transactions by a Fund; whether any broker, dealer, futures commission merchant or clearing member makes payment to the Fund of any variation margin payment or similar payment which the Fund may be entitled to receive from such broker, dealer, futures commission merchant or clearing member, or whether any payment received by Custodian from any broker, dealer, futures commission merchant or clearing member is the amount the Fund is entitled to receive, or to notify the Fund of Custodians receipt or non-receipt of any such payment except that Custodian shall as promptly as practical under the circumstances notify a Fund of any difference between the amount the Fund has specified in a Certificate or Instructions as the amount to be received and the amount Custodian actually receives or does not receive; or (h) Whether any Securities at any time delivered to, or held by it or by any Subcustodian, for the account of a Fund and specifically allocated to a Series are such as properly may be held by the Fund or such Series under the provisions of its then current prospectus and statement of additional information, or to ascertain whether any transactions by a Fund, whether or not involving Custodian, are such transactions as may properly be engaged in by the Fund.
3. Custodian may, with respect to questions of law specifically regarding an Account, obtain the advice of counsel at its own expense (without limiting Article VIII, Section 1(d)) and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such advice provided that Custodian has selected and retained such counsel using reasonable care and any action taken pursuant to the advice must be consistent with Custodians responsibilities under this Agreement.
4. Custodian shall be under no obligation to take action to collect any amount payable on Securities in default, or if payment is refused after due demand and presentment, unless and until (i) it shall
Schedule II-17
be directed to take such action by a Certificate or Instructions and (ii) it shall be assured to its satisfaction of reimbursement of its reasonable costs and expenses in connection with any such action except that Custodian shall as promptly as practical under the circumstances notify the affected Fund in writing of such default or refusal to pay.
5. Custodian shall have no duty or responsibility to inquire into, make recommendations, supervise, or determine the suitability of any transactions affecting any Account.
6. Each Fund shall pay to Custodian the fees and charges as may be specifically agreed upon from time to time and such other fees and charges at agreed rates for such services as may be applicable.
7. In addition to, and not as a limitation of, Custodians rights under Section 1 of Article V, Custodian has the right to debit a cash account in advance for any amount payable by a Fund in connection with any and all obligations of the Fund to Custodian, provided Custodian has given the Fund at least two (2) business days prior notice of such debit during which time the Fund shall be entitled to determine the priority order in which any cash accounts are to be debited.
8. Each Fund agrees to forward to Custodian a Certificate or Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to Custodian. Each Fund agrees that the fact that such confirming Certificate or Instructions are not received or that a contrary Certificate or contrary Instructions are received by Custodian shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by Custodian. Under either of the two foregoing circumstances, Custodian shall promptly notify the Fund. If a Fund elects to transmit Instructions through an on-line communications system offered by Custodian, the Funds use thereof shall be subject to the terms and conditions contained in a separate written agreement.
9. The books and records pertaining to a Fund which are in possession of Custodian shall be the property of such Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and the rules thereunder and other applicable securities laws, rules and regulations. The Fund, or its authorized representatives (including the Funds independent public accountants), shall have access to such books and records during Custodians normal business hours. Upon the reasonable request of a Fund, copies of any such books and records shall be provided by Custodian to the Fund or its authorized representative (including the Funds independent public accountants). Upon the reasonable request of a Fund, Custodian shall provide in hard copy or on computer disc any records included in any such delivery which are maintained by Custodian on a computer disc, or are similarly maintained.
10. Upon reasonable request of a Fund, Custodian shall provide the Fund with a copy of Custodians Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C Section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or successor governing standard). In addition, from time to time as reasonably requested, Custodian will furnish the Fund a gap or bridge letter that will address any material changes that might have occurred in Custodians controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request of the Fund, Custodian shall also provide to the Fund sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Information and materials provided by Custodian in accordance with this Section are hereby designated by Custodian as confidential.
Schedule II-18
11. In addition, Custodian shall cooperate with and promptly supply necessary information reasonably requested to any entity or entities appointed by a Fund to keep its books of account and/or compute its net asset value. Custodian shall take all such reasonable actions as a Fund may from time to time request to enable a Fund to obtain, from year to year, favorable opinions from a Funds independent accountants with respect to Custodians activities hereunder in connection with (i) the preparation of any registration statement of a Fund and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by a Fund of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
12. It is understood that Custodian is authorized to supply any information regarding the Accounts which is required by any law, regulation or rule now or hereafter in effect. Custodian shall provide each Fund with any report obtained by Custodian on the system of internal accounting control of a Depository, and with such reports on its own system of internal accounting control as a Fund may reasonably request from time to time.
13. Neither Custodian nor any Fund shall have any duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement.
ARTICLE IX
TERMINATION
1. Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not take effect sooner than sixty (60) days after the date of such delivery or mailing if termination is being sought by a Fund on behalf of a Series and not sooner than one hundred twenty (120) days after the date of such delivery or mailing if termination is being sought by the Custodian. A Fund may immediately terminate this Agreement in the event of the appointment of a bankruptcy trustee or a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of the Agreement with respect to any one particular Fund or Series shall in no way affect the rights and duties under the Agreement with respect to any other Fund or Series. In the event such notice is given by either party, the Fund shall designate a successor custodian or custodians on or before the termination date. In the absence of such designation by the Fund, Custodian may designate a successor custodian which shall be a bank or trust company having not less than $25,000,000 aggregate capital, surplus and undivided profits, as shown by its last published report, and which shall be satisfactory to the Funds. Upon the date set forth in such notice, this Agreement shall terminate with respect to the affected Fund(s), and Custodian shall upon receipt of a notice of acceptance by the successor custodian on that date deliver directly to the successor custodian all Securities and cash then owned by the Fund(s) and held by it as Custodian, after deducting all fees, expenses and other amounts for the payment or reimbursement of which it shall then be entitled, provided that the Fund shall be entitled to determine the reasonable priority order in which the cash or other assets of any Series are to be deducted by the Custodian to obtain reimbursement.
2. If a successor custodian is not designated by the Fund or Custodian in accordance with the preceding section, the Fund shall upon the date specified in the notice of termination of this Agreement and upon the delivery by Custodian of all Securities (other than Securities which cannot be delivered to the Fund) and cash then owned by the Fund be deemed to be its own custodian and Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities which cannot be delivered to the Fund to hold such Securities hereunder in accordance with this Agreement.
Schedule II-19
3. In the event of any termination of this Agreement for any reason whatsoever, Custodian shall, for a period of up to one hundred twenty (120) days after termination of the Agreement, (i) continue to provide all or part of the services under this Agreement if requested by the Fund, which services shall be subject to the terms and conditions of this Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to the Fund or any successor custodian all assistance reasonably requested to enable the Fund or the successor custodian to commence providing services similar to those under this Agreement; and (iii) subject to the same limitations in place during the term of this Agreement, provide the Fund with access to all records in the possession of Custodian relating to the Fund which belong to the Fund and which are required to be maintained pursuant to the 1940 Act.
4. In connection with any termination of this Agreement for any reason whatsoever, the parties shall promptly develop a transition plan setting forth a reasonable timetable for the transition and describing the parties respective responsibilities for transitioning the services back to the Fund or any successor custodian in an orderly and uninterrupted fashion.
5. If Custodian is prevented from carrying out its obligations under this Agreement as a result of any Force Majeure Event for a period of thirty (30) days, a Fund may terminate this Agreement by giving Custodian not less than thirty (30) days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
ARTICLE X
MISCELLANEOUS
1. Each Fund agrees to furnish to Custodian a new Certificate of Authorized Persons in the event of any change in the then present Authorized Persons. Until such new Certificate is received, Custodian shall be fully protected in acting upon Certificates, Instructions or Oral Instructions of such present Authorized Persons.
2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to Custodian, shall be sufficiently given if addressed to Custodian and received by it at its offices at 225 Liberty Street, New York, New York 10286, or at such other place as Custodian may from time to time designate in writing.
3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and received by it at its offices at Attn.; Chief Financial Officer, The Vanguard Group, Inc., 400 Devon Park Drive, A29, Wayne, Pennsylvania 19087, or at such other place as the Fund may from time to time designate in writing.
4. Each and every right granted to a party hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity, shall be cumulative and may be exercised from time to time. No failure on the part of either party to exercise, and no delay in exercising, any right will operate as a waiver thereof, nor will any single or partial exercise by either party of any right preclude any other or future exercise thereof or the exercise of any other right.
5. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any exclusive jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties, except that any amendment to the Schedule I hereto need be signed only by the Fund and any amendment to Schedule III hereto may be made as provided in Article III, Section 1(c). This Agreement shall extend to and shall be binding upon the parties
Schedule II-20
hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by either party without the written consent of the other.
6. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and Custodian hereby consent to the jurisdiction of a federal court situated in New York City, New York in connection with any dispute arising hereunder. Each Fund hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. Each Fund and Custodian each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement.
7. This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of such Funds; further, the assets of a particular Series of such Fund shall under no circumstances be charged with liabilities attributable to any other Series of such Fund and that all persons extending credit to, or contracting with or having any claim against a particular Series of such Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim.
8. Each party hereto agrees that it shall treat confidentially the terms and conditions of this Agreement and all Confidential Information of any other party. Subject to the terms of this Agreement, all Confidential Information of a party hereto shall not be used by any other party hereto except solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party. Custodian may disclose a Funds Confidential Information to Custodians affiliates, legal counsel, consultants, accountants, agents, or service providers (i) who have a business need to know such Confidential Information solely for purposes of carrying out services with respect to the Funds in connection with this Agreement, and (ii) who are subject to fiduciary, professional, or contractual obligations of confidentiality substantially similar to, and no less restrictive than, the obligations set forth herein, and as otherwise required by law or legal process (each such recipient being a Custodian Agent). Custodian shall remain ultimately responsible for any impermissible or unlawful use, disclosure, or distribution of a Funds Confidential Information by Custodian Agents.
9. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
Schedule II-21
SCHEDULE II AMENDMENT #1
The following is an amended and restated Schedule II (Amendment) to the Amended and Restated Custody Agreement, dated as of August 29, 2017 (the Agreement), by and between The Bank of New York Mellon (Custodian) and each open-end management investment company listed on this Schedule II (each, a Fund). This Amendment serves to update Schedule II. Custodian and the Funds agree that all of the terms and conditions as set forth in the Agreement are hereby incorporated by reference with respect to the Funds listed below.
Schedule II is amended as follows: Vanguard Admiral Funds
Vanguard Treasury Money Market Fund/23-2696041
Vanguard Chester Funds
Vanguard PRIMECAP Fund/23-2311358
Vanguard CMT Funds
Vanguard Market Liquidity Fund/20-0961056
Vanguard Fenway Funds
Vanguard PRIMECAP Core Fund/20-1689237
Vanguard Fixed Income Securities Funds
Vanguard Intermediate-Term Investment-Grade Fund/23-2735379 Vanguard Intermediate-Term Treasury Fund/23-2659568 Vanguard Long-Term Treasury Fund/23-2439151 Vanguard Short-Term Investment-Grade Fund/23-2439153 Vanguard Short-Term Federal Fund/23-2483049 Vanguard Short-Term Treasury Fund/23-2659567
Vanguard Horizon Funds
Vanguard Capital Opportunity Fund/23-2801528 Vanguard Strategic Equity Fund/23-2787277 Vanguard Strategic Small-Cap Equity Fund/20-4234046
Vanguard Malvern Funds
Vanguard Core Bond Fund
Vanguard Emerging Markets Bond Fund
Vanguard Money Market Reserves
Vanguard Prime Money Market Fund/23-6607979 Vanguard Federal Money Market Fund/23-2439136
Vanguard Scottsdale Funds
Vanguard Explorer Value Fund/27-1663550 Vanguard Russell 1000 Index Fund/27-2939873
Vanguard Russell 1000 Value Index Fund/27-2939962 Vanguard Russell 1000 Growth Index Fund/27-2940030 Vanguard Russell 2000 Index Fund/27-2940100 Vanguard Russell 2000 Value Index Fund/27-2940202 Vanguard Russell 2000 Growth Index Fund/27-2940282 Vanguard Russell 3000 Index Fund/27-2940415
Vanguard Trustees Equity Fund
Vanguard Emerging Markets Select Stock Fund/45-1137578
Vanguard Variable Insurance Funds Capital Growth Portfolio/55-0795775 Growth Portfolio/23-2719785 Money Market Portfolio/23-2585135
Short-Term Investment-Grade Portfolio/23-2980466
Vanguard Wellington Funds
Vanguard U.S. Multifactor Fund/82-3636503 Vanguard U.S. Liquidity Factor ETF/82-3549793 Vanguard U.S. Minimum Volatility ETF/82-3575034 Vanguard U.S. Momentum Factor ETF/82-3594286 Vanguard U.S. Multifactor ETF/82-3607687 Vanguard U.S. Quality Factor ETF/82-3660611 Vanguard U.S. Value Factor ETF/82-3666894
Vanguard Whitehall Funds
Vanguard Global Minimum Volatility Fund/46-9759331 Vanguard Selected Value Fund/23-2827110 Vanguard High Dividend Yield Index Fund/20-5596733
Vanguard International Dividend Appreciation Index Fund/47-5192304 Vanguard International High Dividend Yield Index Fund/47-5195802
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| AGREED TO as of January11, 2018 BY: | ||
| The Bank of New York Mellon | Each of the Open-End Management | Investment |
| Companies Listed on Schedule II Hereto | ||
| By: | By: | |
| Name: | Name: Thomas J. Higgins | |
| Title: | Title: Chief Financial Officer | |
| SCHEDULE III | ||
| Argentina | Ireland | Slovenia |
| Australia | Israel | South Africa |
| Austria | Italy | South Korea |
| Bahrain | Japan | Spain |
| Bangladesh | Jordan | Sri Lanka |
| Belgium | Kazakhstan | Swaziland |
| Bermuda | Kenya | Sweden |
| Botswana | Kuwait | Switzerland |
| Brazil | Latvia | Taiwan |
| Bulgaria | Lebanon | Thailand |
| Canada | Lithuania | Tunisia |
| Cayman Islands | Luxembourg | Turkey |
| Channel Islands | Malaysia | Uganda |
| Chile | Malta | Ukraine |
| China Shanghai | Mauritius | United Arab Emirates |
| China Shenzhen | Mexico | United Kingdom |
| Colombia | Morocco | United States |
| Costa Rica | Namibia | Uruguay |
| Croatia | Netherlands | Venezuela |
| Cyprus | New Zealand | Vietnam |
| Czech Republic | Nigeria | Zambia |
| Denmark | Norway | Zimbabwe |
| Egypt | Oman | |
| Estonia | Pakistan | |
| Euromarket | Peru | |
| Finland | Philippines | |
| France | Poland | |
| Germany | Portugal | |
| Ghana | Qatar | |
| Greece | Romania | |
| Hong Kong | Russia | |
| Hungary | Saudi Arabia | |
| Iceland | Serbia | |
| India | Singapore | |
| Indonesia | Slovak Republic | |
Schedule III-1
AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
This Amended and Restated Agreement, dated August 14, 2017, is between JPMorgan Chase Bank, N.A. (Bank), a national banking association with a place of business at 383 Madison Avenue, New York, NY 10179; and each of the open-end management investment companies listed on Exhibit 1 of this Agreement, registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the 1940 Act), organized as Delaware statutory trusts (each a Trust), severally and for and on behalf of certain of their respective portfolios listed on Exhibit 1 (each a Fund), each Trust and their respective Funds with a place of business at P.O. Box 2600 Valley Forge, PA 19482. Each Trust for which Bank serves as custodian under this Agreement, shall individually be referred to as Customer.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) This Agreement sets out the terms governing custodial, settlement and certain other associated services offered by Bank to Customer. Bank shall be responsible for the performance of only
those duties that are set forth in this Agreement or expressly contained in Instructions that are consistent with the provisions of this Agreement and with Banks operations and procedures. Customer acknowledges that Bank is not providing any legal, tax or investment advice in providing the services hereunder.
(b) Investing in foreign markets may be a risky enterprise. The holding of Global Assets and cash in foreign jurisdictions may involve risks of loss or other special features. Bank shall not be liable for any loss that results from the general risks of investing or Country Risk.
1.2 DEFINITIONS.
(a) As used herein, the following terms have the meaning hereinafter stated.
ACCOUNT has the meaning set forth in Section 2.1 of this Agreement.
AFFILIATE means an entity controlling, controlled by, or under common control with, Bank.
AFFILIATED SUBCUSTODIAN means a Subcustodian that is an Affiliate.
APPLICABLE LAW means any statute, whether national, state or local, applicable in the United States or any other country, the rules of the treaty establishing the European Community, other applicable treaties, any other law, rule, regulation or interpretation of any governmental entity, any applicable common law, and any decree, injunction, judgment, order, ruling, or writ of any governmental entity.
AUTHORIZED PERSON means any person (including an investment manager or other agent) who has been designated by written notice from Customer or its designated agent to act on behalf of Customer hereunder. Such persons shall continue to be Authorized Persons until such time as Bank receives Instructions from Customer or its designated agent that any such person is no longer an Authorized Person.
BANK INDEMNITEES means Bank, its Subcustodians, and their respective nominees, directors, officers and employees.
BANKS LONDON BRANCH means the London branch office of Bank.
CASH ACCOUNT has the meaning set forth in Section 2.1(a)(ii).
CORPORATE ACTION means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, calls, redemptions, tender offer, recapitalization, reorganization, conversions, consolidation, subdivision, takeover offer or similar matter with respect to a Financial Asset in the Securities Account that requires discretionary action by the holder, but does not include proxy voting.
COUNTRY RISK means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from: nationalization, expropriation or other governmental actions; the countrys financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.
CUSTOMER means individually each Trust and their respective Funds as listed on Exhibit 1 hereto.
ENTITLEMENT HOLDER means the person named on the records of a Securities Intermediary as the person having a Securities Entitlement against the Securities Intermediary.
FINANCIAL ASSET means, as the context requires, either the asset itself or the means by which a persons claim to it is evidenced, including a Security, a security certificate, or a Securities Entitlement. Financial Asset includes any Global Assets but does not include cash.
FUND means each portfolio of each Trust and listed on Exhibit 1 hereto.
GLOBAL ASSET means any Financial Asset (a) for which the principal trading market is located outside of the United States; (b) for which presentment for payment is to be made outside of the United States; or (c) which is acquired outside of the United States.
INSTRUCTIONS has the meaning set forth in Section 3.1 of this Agreement.
LIABILITIES means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys, accountants, consultants or experts fees and disbursements).
SECURITIES means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. Securities also means other obligations of an issuer, or shares, participations and interests in an issuer recognized in the country in which it is issued or dealt in as a medium for investment and any other property as may be acceptable to Bank for the Securities Account.
SECURITIES ACCOUNT means each Securities custody account on Banks records to which Financial Assets are or may be credited pursuant hereto.
SECURITIES DEPOSITORY has the meaning set forth in Section 5.1 of this Agreement.
SECURITIES ENTITLEMENT means the rights and property interest of an Entitlement Holder with respect to a Financial Asset as set forth in Part 5 of Article 8 of the Uniform Commercial Code of the State of New York, as the same may be amended from time to time.
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SECURITIES INTERMEDIARY means Bank, a Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains custody accounts for others and acts in that capacity.
SUBCUSTODIAN has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.
TRUST means each open-end investment company organized as a Delaware business trust and listed on Exhibit 1 hereto.
(b) All terms in the singular shall have the same meaning in the plural unless the context otherwise provides and vice versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 Set Up Accounts.
(a) Bank shall establish and maintain the following accounts (Accounts):
(i) a Securities Account in the name of Customer on behalf of each Fund for Financial Assets, which may be received by Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and
(ii) an account in the name of Customer (Cash Account) for any and all cash in any currency received by Bank or its Subcustodian for the account of Customer.
Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian shall be held in that manner and shall not be part of the Cash Account. Bank shall notify Customer prior to the establishment of such an account.
(b) At the request of Customer, additional Accounts may be opened in the future, which shall be subject to the terms of this Agreement.
(c) Except as precluded by Section 8-501(d) of the Uniform Commercial Code (UCC), Bank shall hold all Securities and other Financial Assets, other than cash, of a Fund that are delivered to it in a securities account with Bank for and in the name of such Fund and shall treat all such assets other than cash as financial assets as those terms are used in the UCC.
2.2 Cash Account.
Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account shall be deposited during the period it is credited to the Account in one or more deposit accounts at Bank or at Banks London Branch. Any cash so deposited with Banks London Branch shall be payable exclusively by Banks London Branch in the applicable currency, subject to compliance with any Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.
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2.3 Segregation of Assets; Nominee Name.
(a) Bank shall identify in its records that Financial Assets credited to Customers Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank
and Customer).
(b) To the extent permitted by Applicable Law or market practice, Bank shall require each Subcustodian to identify in its own records that Financial Assets credited to Customers Securities Account belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.
(c) Bank is authorized, in its discretion, to hold in bearer form, such Financial Assets as are customarily held in bearer form or are delivered to Bank or its Subcustodian in bearer form; and to register in the name of the Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form. Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and shall accept delivery of Financial Assets of the same class and denomination as those deposited with Bank or its Subcustodian.
(d) Upon receipt of Instruction, Bank shall establish and maintain a segregated account or accounts for and on behalf of each Fund for purposes of segregating cash, government securities, and other assets in connection with derivative transactions entered into by a Fund or options purchased, sold or written by the Fund.
2.4 Settlement of Trades.
When Bank receives an Instruction directing settlement of a trade in Financial Assets that includes all information required by Bank, Bank shall use reasonable care to effect such settlement as instructed. Settlement of purchases and sales of Financial Assets shall be conducted in accordance with prevailing standards of the market in which the transaction occurs. The risk of loss shall be Customers whenever Bank delivers Financial Assets or payment in accordance with applicable market practice in advance of receipt or settlement of the expected consideration. In the case of the failure of Customers counterparty to deliver the expected consideration as agreed, Bank shall contact the counterparty to seek settlement and, if the settlement is not received, notify Customer, but Bank shall not be obligated to institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.5 Contractual Settlement Date Accounting.
(a) Bank shall effect book entries on a contractual settlement date accounting basis as described below with respect to the settlement of trades in those markets where Bank generally offers
contractual settlement day accounting and shall notify Customer of these markets from time to time.
(i) Sales: On the settlement date for a sale, Bank shall credit the Cash Account with the sale proceeds of the sale and transfer the relevant Financial Assets to an account pending settlement of the trade if not already delivered.
(ii) Purchases: On the settlement date for the purchase (or earlier, if market practice requires delivery of the purchase price before the settlement date), Bank shall debit the Cash Account with the settlement monies and credit a separate account. Bank then shall post the Securities Account as awaiting receipt of the expected Financial Assets. Customer shall not be entitled to the delivery of Financial Assets that are awaiting receipt until Bank or a Subcustodian actually receives them.
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Bank reserves the right to restrict in good faith the availability of contractual day settlement accounting for credit reasons. Bank, whenever reasonably possible, will notify Customer prior to imposing such restrictions.
(b) Bank may (in its discretion) upon at least 48 hours prior oral or written notification to Customer, reverse any debit or credit made pursuant to Section 2.5(a) prior to a transactions actual settlement, and Customer shall be responsible for any costs or liabilities resulting from such reversal. Customer acknowledges that the procedures described in this sub-section are of an administrative nature, and Bank does not undertake to make loans and/or Financial Assets available to Customer.
2.6 Actual Settlement Date Accounting.
With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.
2.7 Income Collection; Autocredit.
(a) Bank shall credit the Cash Account with income and redemption proceeds on Financial Assets in accordance with the times notified by Bank from time to time on or after the anticipated payment
date, net of any taxes that are withheld by Bank or any third party. Where no time is specified for a particular market, income and redemption proceeds from Financial Assets shall be credited only after actual receipt and reconciliation. Bank may reverse such credits upon at least 48 hours prior oral or written notification to Customer when Bank believes that the corresponding payment shall not be received by Bank within a reasonable period or such credit was incorrect.
(b) Bank shall make reasonable endeavors in its discretion to contact appropriate parties to collect unpaid interest, dividends or redemption proceeds, but neither Bank nor its Subcustodians shall be obliged to file any formal notice of default, institute legal proceedings, file proof of claim in any insolvency proceeding, or take any similar action.
2.8 Fractions / Redemptions by Lot.
In the event that, as a result of holding Financial Assets in an omnibus account, the Customer receives fractional interests in Financial Assets arising out of a corporate action or class action litigation, Bank will credit the Customer with the amount of cash the Customer would have received, as reasonably determined by Bank, had the Financial Assets not been held in an omnibus account, and the Customer shall relinquish to Bank its interest in such fractional interests. If some, but not all, of an outstanding class of Financial Asset is called for redemption, Bank may allot the amount redeemed among the respective beneficial holders of such class of Financial Asset in any manner Bank reasonably deems to be fair and equitable. Bank will promptly notify Customer of any action taken pursuant to this section.
2.9 Presentation of Coupons; Certain Other Ministerial Acts.
Until Bank receives Instructions to the contrary, Bank shall:
(a) present all Financial Assets for which Bank has received notice of a call for redemption or that have otherwise matured, and all income and interest coupons and other income items that call for payment upon presentation;
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(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets; and
(c) exchange interim or temporary documents of title held in the Securities Account for definitive documents of title.
2.10 Corporate Actions; Class Action Litigation.
(a) Bank will follow Corporate Actions through receipt of notices from issuers, from Subcustodians, Securities Depositories and notices published in industry publications and reported in
reporting services. Bank will promptly notify Customer of any Corporate Action of which information is either (i) received by it or by a Subcustodian to the extent that Banks central corporate actions department has actual knowledge of the Corporate Action in time to notify its customers in a timely manner; or (ii) published via a formal notice in publications and reporting services routinely used by Bank for this purpose in time for Bank to notify its customers in a timely manner. Any notices received by Banks corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.
(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective nominees will take any action in relation to that Corporate Action or class action, except as otherwise agreed in writing by Bank and Customer or as may be set forth by Bank as a default action in the notification it provides under Section 2.10(a) with respect to that Corporate Action or class action. If Customer provides Bank with Instructions with respect to any Corporate Action after the deadline set by Bank but before the deadline set by a Securities Depository, Bank shall use commercially reasonable efforts to act on such Instructions. If Bank fails to act on Instructions provided by Customer prior to the deadline set by Bank with respect to any Corporate Action, Bank will be liable for direct losses incurred by Customer.
2.11 Proxy Voting.
(a) Bank shall provide Customer or its agent with details of Securities in the Account on a daily basis (Daily Holdings Data), and Bank or its agent shall act in accordance with Instructions from
an Authorized Person in relation to matters Customer or its agent determine in their absolute discretion are to be voted upon at meetings of holders of Financial Assets, based upon such Daily Holdings Data (the proxy voting service). Neither Bank nor its agent shall be under any duty to provide Customer or its agent with information which it or they receive on matters to be voted upon at meetings of holders of Financial Assets.
(b) Bank or its agent shall act upon Instructions to vote, provided Instructions are received by Bank or its agent at its proxy voting department by the relevant deadline for such Instructions as determined by Bank or its agent. If Instructions are not received in a timely manner, neither Bank nor its agent shall be obligated to provide further notice to Customer.
(c) In markets where the proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank or its agent shall endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably
6
practicable for Bank or its agent (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank or its agent to take timely action.
(d) Customer acknowledges that the provision of the proxy voting service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to: (i) the Financial Assets being on loan or out for registration, (ii) the pendency of conversion or another corporate action, or (iii) Financial Assets being held at Customers request in a name not subject to the control of Bank or its Subcustodian, in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting, local market regulations or practices, or restrictions by the issuer. Additionally, in some markets, Bank may be required to vote all shares held for a particular issue for all of Banks customers in the same way. Bank or its agent shall inform Customer or its agent where this is the case.
(e) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements or otherwise hereunder, in performing the proxy voting service Bank shall be acting solely as the agent of Customer, and shall not exercise any discretion with regard to such proxy voting service or vote any proxy except when directed by an Authorized Person.
2.12 Statements and Information Available On-Line.
(a) Bank will send, or make available on-line, to Customer, at times mutually agreed, a statement of account in Banks standard format for each Account maintained by Customer with Bank,
identifying the Financial Assets and cash held in each Account. Bank also will provide to Customer, upon request, the capability to reformat the information contained in each statement of account. In addition, Bank will send, or make available on-line, to Customer an advice or notification of any transfers of cash or Financial Assets with respect to each Account. Bank will not be liable with respect to any matter set forth in those portions of any such statement of account or advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within ninety days of receipt of such statement, provided such matter is not the result of Banks willful misconduct or bad faith.
(b) Prices and other information obtained from third parties which may be contained in any statement sent to Customer have been obtained from sources Bank believes to be reliable. Bank does not, however, make any representation as to the accuracy of such information or that the prices specified necessarily reflect the proceeds that would be received on a disposal of the relevant Financial Assets.
(c) Customer understands that records and reports, other than statements of account, that are available to it on-line on a real-time basis may not be accurate due to mis-postings, delays in updating Account records, and other causes. Bank will not be liable for any loss or damage arising out of the inaccuracy of any such records or reports that are accessed on-line on a real-time basis.
2.13 Access to Banks Records.
(a) Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular
attention to Section 31 thereof and rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customers duly authorized officers, employees, and agents, including Customers independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of Bank to such records. Except, in the case of access by the SEC as otherwise required by the SEC, such access will be subject to reasonable notice to Bank. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customers independent
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public accountants reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.
(b) In addition, Bank shall cooperate with and supply necessary information to any entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. Bank shall provide reports and other data as Customer may from time to time reasonably request to enable Customer to obtain, from year to year, favorable opinions from Customers independent accountants with respect to Banks activities hereunder in connection with (i) the preparation of any registration statement of Customer and any other reports required by a governmental agency or regulatory authority with jurisdiction over the Fund, and (ii) the fulfillment by Customer of any other requirements of a governmental agency or regulatory authority with jurisdiction over the Fund.
(c) Upon reasonable request of Customer, Bank shall provide Customer with a copy of Banks Service Organizational Control (SOC) 1 reports (or any successor reports) prepared in accordance with the requirements of AT-C section 320, Reporting on an Examination of Controls at a Service Organization Relevant to User Entities Internal Control Over Financial Reporting (or any successor attestation standard). In addition, from time to time as requested, Bank will furnish Customer a gap or bridge letter that will address any material changes that might have occurred in Customers controls covered in the SOC Report from the end of the SOC Report period through a specified requested date. Bank shall use commercially reasonable efforts to provide Customer with such reports as Customer may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-l of the 1940 Act or similar legal and regulatory requirements. Upon reasonable request by Customer, Bank shall also provide to Customer customary sub-certifications in connection with Sarbanes-Oxley Act of 2002 certification requirements. Upon written request, Bank shall provide Customer with information about Banks processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.
2.14 Maintenance of Financial Assets at Bank and at Subcustodian Locations.
(a) Unless Instructions require another location acceptable to Bank, Global Assets shall be held in the country or jurisdiction in which their principal trading market is located, where such Global
Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Global Assets or cash in countries and jurisdictions other than those referred to in Schedule 1 to this Agreement, as in effect from time to time.
(b) Bank shall not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities with or register or record Securities in the name of a person not chosen by Bank, the consequences of doing so are at Customers own risk and Bank shall not be liable therefor.
2.15 Tax Reclaims.
Bank shall provide tax reclamation services as provided in Section 8.2.
2.16 Foreign Exchange Transactions.
To facilitate the administration of Customers trading and investment activity, Bank may, but shall not be obliged to, enter into spot or forward foreign exchange contracts with Customer, or an Authorized Person, and may also provide foreign exchange contracts and facilities through its Affiliates or Subcustodians. Instructions, including standing instructions, may be issued with respect to such contracts, but Bank may establish rules or limitations concerning any foreign exchange facility made available. In all cases where Bank, its Affiliates or Subcustodians enter into a master foreign exchange contract that covers foreign
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exchange transactions for the Accounts, the terms and conditions of that foreign exchange contract and, to the extent not inconsistent, this Agreement, shall apply to such transactions.
2.17 Compliance with Securities and Exchange Commission (SEC) rule 17f-5 (rule 17f-5).
(a) Customers board of directors (or equivalent body) (hereinafter Board) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise
Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customers Foreign Custody Manager (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying Customers Board of the placement of Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the
arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customers Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customers foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence and diligence in performing as Customers Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;
(iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);
(iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market, including, without limitation, those factors set forth in rule 17f-5(c)(2).
(v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.
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(c) Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. Each such contract shall, except as set forth in the last paragraph of this subsection (c), include provisions that provide:
(i) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect Customer against the risk of loss of Financial Assets and cash held in accordance with such contract;
(ii) That Customers Financial Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws;
(iii) That beneficial ownership of Customers Assets will be freely transferable without the payment of money or value other than for safe custody or administration;
(iv) That adequate records will be maintained identifying Customers Assets as belonging to Customer or as being held by a third party for the benefit of Customer;
(v) That Customers independent public accountants will be given access to those records described in (iv) above or confirmation of the contents of those records; and
(vi) That Customer will receive sufficient and timely periodic reports with respect to the safekeeping of Customers Assets, including, but not limited to, notification of any transfer to or from Customers account or a third party account containing Assets held for the benefit of Customer.
Such contract may contain, in lieu of any or all of the provisions specified in this subsection (c), such other provisions that Bank determines will provide, in their entirety, the same or a greater level of care and protection for Customers Assets as the specified provisions, in their entirety.
(d) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.
(e) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Banks custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board has determined that it is reasonable to rely on Bank to perform as Customers Foreign Custody Manager; and (3) its Board or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customers Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.
(f) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable,
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but that Bank shall have no responsibility for inaccuracies or incomplete information, provided that Bank transmits the information using reasonable care.
2.18 Compliance with SEC rule 17f-7 (rule 17f-7).
(a) Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customers foreign Financial Assets with each Eligible Securities Depository
used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customers foreign Financial Assets at such Depository) and at which any foreign Financial Assets of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Banks Website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets held. Bank shall monitor the custody risks associated with maintaining Customers Financial Assets at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its investment adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.18(a) above.
(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Schedule 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Schedule 3 hereto, and as the same may be amended on notice to Customer from time to time.)
2.19 Service Level Agreement.
Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Banks Service Directory shall not be deemed to be such a written document.
3. INSTRUCTIONS
3.1 Acting on Instructions; Unclear Instructions.
(a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other
teleprocess or electronic instruction or trade information system acceptable to Bank (Instructions). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Banks negligence, bad faith, fraud, or willful misconduct.
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(b) Unless otherwise expressly provided, all Instructions shall continue in full force and effect until canceled or superseded.
(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) seek clarification or confirmation of an Instruction from an Authorized Person and may decline to act upon an Instruction if it does not receive clarification or confirmation satisfactory to it. Bank shall not, except as provided in Section 7.1 hereof, be liable for any loss arising from any delay while it seeks such clarification or confirmation.
(d) In executing or paying a payment order Bank may rely upon the identifying number (e.g. Fedwire routing number or account) of any party as instructed in the payment order. Customer assumes full responsibility for any inconsistency within an Instruction between the name and identifying number of any party in payment orders issued to Bank in Customers name.
3.2 Security Devices.
Either party may record any of their telephonic communications. Customer shall comply with any security procedures reasonably required by Bank from time to time with respect to verification of Instructions. Customer shall be responsible for safeguarding any test keys, identification codes or other security devices that Bank shall make available to Customer or any Authorized Person.
3.3 Instructions; Contrary to Law/Market Practice.
Bank need not act upon Instructions which it reasonably believes to be contrary to law, regulation or market practice but shall be under no duty to investigate whether any Instructions comply with Applicable Law or market practice. Bank shall notify Customer as soon as reasonably practicable if it does not act upon Instructions under this Section.
3.4 Cut-off Times.
Bank has established cut-off times for receipt of some categories of Instruction, which shall be made available to Customer. If Bank receives an Instruction after its established cut-off time, it shall attempt to act upon the Instruction on the day requested if Bank deems it practicable to do so or otherwise as soon as practicable on the next business day.
3.5 Electronic Access.
Access by the Customer to certain systems, applications or products of Bank shall be governed by this Agreement and the terms and conditions set forth in Annex A Electronic Access.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 Fees and Expenses.
Customer shall pay Bank for its services hereunder the fees set forth in Schedule 2 hereto or such other amounts as may be agreed upon in writing from time to time.
4.2 Overdrafts.
If a debit to any currency in the Cash Account results in a debit balance in that currency then Bank may, in its discretion, advance an amount equal to the overdraft and such an advance shall be deemed a loan to
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Customer, payable on demand, bearing interest at the rate agreed by Customer and Bank for the Accounts from time to time, or, in the absence of such an agreement, at the rate charged by Bank from time to time, for overdrafts incurred by customers similar to Customer, from the date of such advance to the date of payment (both after as well as before judgment) and otherwise on the terms on which Bank makes similar advances available from time to time. Bank shall promptly notify Customer of such an advance. No prior action or course of dealing on Banks part with respect to the settlement of transactions on Customers behalf shall be asserted by Customer against Bank for Banks refusal to make advances to the Cash Account or to settle any transaction for which Customer does not have sufficient available funds in the applicable currency in the Account.
4.3 Banks Right Over Securities; Set-off.
(a) Customer grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account of a particular Fund as shall have a fair market value equal to the aggregate amount of
all overdrafts of such Fund, together with accrued interest, as security for any and all amounts which are now or become owing to Bank with respect to that Fund under any provision of this Agreement, whether or not matured or contingent (Indebtedness). Such lien and security interest shall be effective only so long as such advance, overdraft, or accrued interest thereon remains outstanding and Bank shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code in respect of the repayment of the advance, overdraft or accrued interest. In this regard, Bank shall be entitled to (i) without notice to Customer, withhold delivery of such Financial Assets, and (ii) with two business days prior notice to the Customer and an opportunity for the Customer to satisfy such Indebtedness to Bank, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Indebtedness solely to the extent of such Indebtedness, provided, however, that Bank shall only be obligated to provide the Customer with same-day prior notice if Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, a delay would be likely to materially prejudice its ability to recover the Indebtedness. During any such notice period, Bank will, at Customers request, consult with Customer regarding the selection of Financial Assets to be sold by Bank to satisfy the Indebtedness. For the avoidance of doubt, only advances made by Bank under Section 4.2 are Indebtedness subject to this Section 4.3. No other outstanding amounts payable by Customer to Bank (including, without limitation, amounts payable by Customer under Section 4.1) are Indebtedness subject to this Section 4.3.
(b) Bank shall be further entitled to set any such Indebtedness off against any cash or deposit account of the Fund that incurred the Indebtedness with Bank or any of its Affiliates of which the Fund is the beneficial owner, regardless of the currency involved; Bank shall provide prior notice to Customer of its intent to exercise its set off rights against any cash or deposit account of the Fund, which notice shall be provided at least on the same day as the set off is effected, provided however that no prior notice is required in cases where Bank, in its reasonable business judgment, determines that, due to market conditions or other special circumstances, the delay required in order to provide prior notice would be likely to materially prejudice its ability to recover the Indebtedness.
5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS
5.1 Appointment of Subcustodians; Use of Securities Depositories.
(a) Bank is authorized under this Agreement to act through and hold Customers Global Assets with subcustodians, being at the date of this Agreement the entities listed in Schedule 1 and/or such other
entities as Bank may appoint as subcustodians (Subcustodians). At the request of Customer, Bank may, but need not, add to Schedule 1 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add
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any such entity. Bank shall use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. In addition, Bank and each Subcustodian may deposit Global Assets with, and hold Global Assets in, any securities depository, settlement system, dematerialized book entry system or similar system (together a Securities Depository) on such terms as such systems customarily operate and Customer shall provide Bank with such documentation or acknowledgements that Bank may require to hold the Global Assets in such systems.
(b) Any agreement Bank enters into with a Subcustodian for holding Banks customers assets shall provide that: (i) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (ii) beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iii) adequate records will be maintained identifying the assets as belonging to Customer or as being held by a third party for the benefit of Customer; (iv) Customer and Customers independent public accountants will be given reasonable access to those records or confirmation of the contents of those records; and (v) Customer will receive periodic reports with respect to the safekeeping of Customers assets, including, but not limited to, notification of any transfer to or from Customers account or a third party account containing assets held for the benefit of Customer. Where a Subcustodian deposits Securities with a Securities Depository, Bank shall cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodians account at such Securities Depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.
(c) Bank shall have no responsibility for any act or omission by (or the insolvency of) any Securities Depository. In the event Customer incurs a loss due to the negligence, bad faith, willful misconduct, or insolvency of a Securities Depository, Bank shall make reasonable endeavors to seek recovery from the Securities Depository.
(d) The term Subcustodian as used herein shall mean the following:
(i) a U.S. Bank as such term is defined in rule 17f-5; and
(ii) an Eligible Foreign Custodian as such term is defined in rule 17f-5 and any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the
SEC.
(iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.
(e) The term securities depository as used herein when referring to a securities depository located outside the U.S. shall mean an Eligible Securities Depository as defined in rule 17f-7, or that has otherwise been made exempt pursuant to an SEC exemptive order.
(f) The term securities depository as used herein when referring to a securities depository located in the U.S. shall mean a Securities Depository as defined in rule 17f-4.
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5.2 Liability for Subcustodians.
(a) Subject to the exculpation from consequential damages set forth in Section 7.1(b), Bank shall be liable for direct Liabilities incurred by Customer that result from: (i) the acts or omissions of any
Subcustodian selected by Bank, whether domestic or foreign, to the same extent as if such act or omission was performed by Bank itself, taking into account the standards and market practice prevailing in the relevant market; or (ii) the insolvency of any Affiliated Subcustodian. Subject to the terms and conditions of this Agreement, including the exculpation from consequential damages set forth in Section 7.1(b), Bank shall take full responsibility for any Liabilities that result from or that are caused by the fraud, willful misconduct, or negligence of its Subcustodians or the insolvency of an Affiliated Subcustodian. In the event of any Liabilities suffered or incurred by Customer caused by or resulting from the acts or omissions of any Subcustodian for which Bank would otherwise be liable, Bank shall promptly reimburse Customer in the amount of any such Liabilities.
(b) Subject to Section 7.1(a) and Banks duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodians financial condition as reflected in its published financial statements and other publicly available financial information concerning it, Bank shall not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.
(c) Bank reserves the right to add, replace or remove Subcustodians. Bank shall give Customer prompt notice of any such action, which shall be advance notice if practicable. Upon request by Customer, Bank shall identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.
5.3 Use of Agents.
(a) Bank may provide certain services under this Agreement through third parties. These third parties may be Affiliates. Except to the extent provided in Section 5.2 with respect to Subcustodians, Bank
shall not be responsible for any loss as a result of a failure by any broker or any other third party that it selects and retains using reasonable care and without negligence to provide ancillary services, such as pricing, proxy voting, and corporate action services, that it does not customarily provide itself. Nevertheless, Bank shall be liable for the performance of any such service provider selected by Bank that is an Affiliate to the same extent as Bank would have been liable if it performed such services itself.
(b) Bank shall execute transactions involving Financial Assets of United States origin through a broker which is an Affiliate (i) in the case of the sale under Section 2.8 of a fractional interest or (ii) if an Authorized Person directs Bank to use the affiliated broker or otherwise requests that Bank select a broker for that transaction, unless, in either case, the Affiliate does not execute similar transactions in such Financial Assets. The affiliated broker may charge its customary commission (or retain its customary spread) with respect to either such transaction.
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 Representations of Customer and Bank.
(a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in
the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance
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with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Banks obligations hereunder.
(b) Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customers obligations hereunder.
6.2 Customer to Provide Certain Information to Bank.
Upon request, Customer shall promptly provide to Bank such information about itself and its financial status as Bank may reasonably request, including Customers organizational documents and its current audited and unaudited financial statements.
6.3 Customer is Liable to Bank Even if it is Acting for Another Person.
If Customer is acting as an agent for a disclosed or undisclosed principal in respect of any transaction, cash, or Financial Asset, Bank nevertheless shall treat Customer as its principal for all purposes under this Agreement. In this regard, Customer shall be liable to Bank as a principal in respect of any transactions relating to the Account. The foregoing shall not affect any rights Bank might have against Customers principal.
6.4 Several Obligations of the Trusts and the Funds.
This Agreement is executed on behalf of the Board of Trustees of each Fund as Trustees and not individually and the obligations of this Agreement are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of each Fund severally and not jointly. With respect to any obligations of Customer arising out of this Agreement, Bank shall look for payment or satisfaction of any obligation solely to the assets of the Fund to which such obligation relates as though Bank had separately contracted by separate written instrument with respect to the Fund.
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 Standard of Care; Liability.
(a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except
to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Banks negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement.
(b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Banks performance hereunder or Banks role as custodian.
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(c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Banks performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
(d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.
(e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank).
(f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Banks negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).
7.2 Force Majeure.
So long as Bank maintains and updates its business continuation and disaster recovery procedures as set forth in Section 10.8, Bank shall have no liability for any damage, loss or expense of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (except by Bank or Bank Indemnitees), malfunction of equipment or software (except to the extent such malfunction is primarily attributable to Banks negligence, or willful misconduct in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds
17
transfer system, inability to obtain or interruption of external communications facilities, or any cause beyond the reasonable control of Bank (including without limitation, the non-availability of appropriate foreign exchange). Bank shall endeavor to promptly notify Customer when it becomes aware of any situation outlined above, but shall not be liable for failure to do so. If Bank is prevented from carrying out its obligations under this Agreement for a period of thirty days, Customer may terminate the Agreement by giving Bank not less than thirty days notice, without prejudice to any of the rights of any party accrued prior to the date of termination.
7.3 Bank May Consult With Counsel.
Bank shall be entitled to rely on, and may act upon the advice of professional advisers in relation to matters of law, regulation or market practice (which may be the professional advisers of Customer), and shall not be liable to Customer for any action reasonably taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the advice.
7.4 Bank Provides Diverse Financial Services and May Generate Profits as a Result.
Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.
8. TAXATION
8.1 Tax Obligations.
(a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or Governmental authority for whatever
reason in respect of Customers Accounts.
(b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting.
(c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether
18
such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customers failure to comply with the terms of this paragraph, or (y) Banks own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Banks failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Banks negligent acts or omissions.
8.2 Tax Reclaims.
(a) Subject to the provisions of this Section, Bank shall apply for a reduction of withholding tax and any refund of any tax paid or tax credits in respect of income payments on Financial Assets credited
to the Securities Account that Bank believes may be available.
(b) The provision of a tax reclamation service by Bank is conditional upon Bank receiving from Customer (i) a declaration of its identity and place of residence and (ii) certain other documentation (pro forma copies of which are available from Bank). If Financial Assets credited to the Account are beneficially owned by someone other than Customer, this information shall be necessary with respect to the beneficial owner. Customer acknowledges that Bank shall be unable to perform tax reclamation services unless it receives this information.
(c) Bank shall perform tax reclamation services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which the tax reclamation services are offered. Other than as expressly provided in this Section 8.2, Bank shall have no responsibility with regard to Customers tax position or status in any jurisdiction.
(d) Customer confirms that Bank is authorized to disclose any information requested by any revenue authority or any governmental body in relation to the processing of any tax reclaim.
9. TERMINATION
(a) Either party may terminate this Agreement by an instrument in writing delivered or mailed, postage prepaid, to the other party, such termination to take effect not sooner than sixty days after the date of such delivery or mailing if termination is being sought by Customer, for itself or on behalf of a Fund, and not sooner than one hundred twenty days after the date of such delivery or mailing if termination is being sought by Bank. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. If Customer gives notice of termination, it must provide full details of the persons to whom Bank must deliver Financial Assets and cash. If Bank gives notice of termination, then Customer must, within one hundred twenty days following receipt of the notice, notify Bank of details of its new custodian, failing which Bank may elect (at any time after one hundred twenty days following Customers receipt of the notice) either to retain the Financial Assets and cash until such details are given, continuing to charge fees due (in which case Banks sole obligation shall be for the safekeeping of the Financial Assets and cash), or deliver the Financial Assets and cash to Customer. Bank shall in any event be entitled to deduct any uncontested amounts owing to it prior to delivery of the Financial Assets and cash (and, accordingly, Bank shall be entitled to deduct cash from the Cash Account in satisfaction of uncontested amounts owing to it); provided, however, that Bank shall first provide Customer with a statement setting forth such amounts owing to it and provide Customer two days advance notice before effecting any such deduction, during which time Customer shall be entitled to determine the priority order in which such Financial Assets and cash are to be used to satisfy the outstanding uncontested amounts. Customer shall reimburse Bank promptly for all reasonable out-of-pocket expenses it incurs in delivering Financial Assets upon termination by Customer. Termination
19
pursuant to this Section shall not affect any of the liabilities either party owes to the other arising under this Agreement prior to such termination.
(b) In the event of any termination of the Agreement for any reason whatsoever, Bank shall, for a period of up to one hundred twenty days after termination of the Agreement, (i) continue to provide all or part of the services under the Agreement if requested by Customer, which services shall be subject to the terms and conditions of the Agreement during the transition period unless otherwise agreed to by the parties; (ii) provide to Customer or any successor custodian all assistance reasonably requested to enable Customer or the successor custodian to commence providing services similar to those under the Agreement; and (iii) subject to the same limitations in place during the term of the Agreement, provide Customer with access to all records in the possession of Bank relating to Customer. In connection with any termination of the Agreement for any reason whatsoever, the parties shall also promptly develop a transition plan setting forth a reasonable timetable for the transition of Financial Assets and cash to Customer or any successor custodian and describing the parties respective responsibilities for transitioning the services back to Customer or any successor custodian in an orderly and uninterrupted fashion. Customer will use all reasonable efforts to transition to a successor custodian as soon as possible following the effective date of termination.
10. MISCELLANEOUS
10.1 Notices.
Notices (other than Instructions) shall be served by registered mail or hand delivery to the address of the respective parties as set out on the first page of this Agreement, unless notice of a new address is given to the other party in writing. Notice shall not be deemed to be given unless it has been received.
10.2 Successors and Assigns.
This Agreement shall be binding on each of the parties successors and assigns, but the parties agree that neither party can assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.
10.3 Interpretation.
Headings are for convenience only and are not intended to affect interpretation. References to sections are to sections of this Agreement and references to sub-sections and paragraphs are to sub-sections of the sections and paragraphs of the sub-sections in which they appear.
10.4 Entire Agreement.
This Agreement amends and restates the Amended and Restated Global Custody Agreement dated as of June 25, 2001 between Customer and Bank (the Prior Agreement), and the terms of this Agreement replace the terms of the Prior Agreement effective as of the date of this Agreement. This Agreement, including any Schedules, Appendices, Annexes, Exhibits, and Riders (and any separate agreement which Bank and Customer may enter into with respect to the services provided under this Agreement), sets out the entire Agreement between the parties in connection with the subject matter, and, unless otherwise agreed to by the parties, this Agreement supersedes any other agreement, statement, or representation relating to the services provided under this Agreement, whether oral or written. Amendments must be in writing and signed by both parties. For clarity, however, the continuation of any other agreements that reference the Prior Agreement is not intended to be affected by the fact of the amendment and restatement of the Prior Agreement by this Agreement, and reference in such agreements to the Prior Agreement shall be considered
20
to be a reference to this Agreement effective as of the date of this Agreement (provided that matters relating to the time period prior to the date of this Agreement are governed by the terms of the Prior Agreement).
10.5 Information Concerning Deposits at Bank.
(a) Under U.S. federal law, deposit accounts that the Customer maintains in Banks foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event
of Banks liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and such foreign deposits are subject to cross-border risks.
(b) Banks London Branch is a participant in the UK Financial Services Compensation Scheme (the "FSCS"), and the following terms apply to the extent any amount standing to the credit of the Cash Account is deposited in one or more deposit accounts at Banks London Branch. The terms of the FSCS offer protection in connection with deposits to certain types of claimants to whom Banks London Branch provides services in the event that they suffer a financial loss as a direct consequence of Banks London Branch being unable to meet any of its obligations and, subject to the FSCS rules regarding eligible deposits, the Customer may have a right to claim compensation from the FSCS. Subject to the FSCS rules, the maximum compensation payable by the FSCS, as at the date of this Agreement, in relation to eligible deposits is £85,000.
(c) In the event that Bank incurs a loss attributable to Country Risk with respect to any cash balance it maintains on deposit at a Subcustodian or other correspondent bank in regard to its global custody or trust businesses in the country where the Subcustodian or other correspondent bank is located, Bank may set such loss off against Customers Cash Account to the extent that such loss is directly attributable to Customers investments in that market.
10.6 Confidentiality.
The parties hereto agree that each shall treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. All confidential information provided by a party shall be used by the other party solely for the purpose of rendering or obtaining services pursuant to this Agreement, and except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this provision, or that is required to be disclosed by or to any regulatory authority, any external or internal accountant, auditor or counsels of the parties, by judicial or administrative process or otherwise by Applicable Law, or to any disclosure made by a party if such partys counsel has advised that such party could be liable under any Applicable Law or any judicial or administrative order or process for failure to make such disclosure.
10.7 Data Privacy and Security.
Bank will implement and maintain a written information security program, in compliance with all federal, state and local laws and regulations (including any similar international laws) applicable to Bank, that contains reasonable and appropriate security measures designed to safeguard the personal information of the Funds shareholders, employees, trustees and/or officers that Bank or any Subcustodian receives, stores, maintains, processes, transmits or otherwise accesses in connection with the provision of services hereunder. In this regard, Bank will establish and maintain policies, procedures, and technical, physical, and administrative safeguards, designed to (i) ensure the security and confidentiality of all personal information and any other confidential information that Bank receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder, (ii) protect against any
21
reasonably foreseeable threats or hazards to the security or integrity of personal information or other confidential information, (iii) protect against unauthorized access to or use of personal information or other confidential information, (iv) maintain reasonable procedures to detect and respond to any internal or external security breaches, and (v) ensure appropriate disposal of personal information or other confidential information.
Bank will monitor and review its information security program and revise it, as necessary and in its sole discretion, to ensure it appropriately addresses any applicable legal and regulatory requirements. Bank shall periodically test and review its information security program.
Bank shall respond to Customers reasonable requests for information concerning Banks information security program and, upon request, Bank will provide a copy of its applicable policies and procedures, or in Banks discretion, summaries thereof, to Customer, to the extent Bank is able to do so without divulging information Bank reasonably believes to be proprietary or Bank confidential information. Upon reasonable request, Bank shall discuss with Customer the information security program of Bank. Bank also agrees, upon reasonable request, to complete any security questionnaire provided by Customer to the extent Bank is able to do so without divulging sensitive, proprietary, or Bank confidential information and return it in a commercially reasonable period of time (or provide an alternative response that reasonably addresses the points included in the questionnaire). Customer acknowledges that certain information provided by Bank, including internal policies and procedures, may be proprietary to Bank, and agrees to protect the confidentiality of all such materials it receives from Bank.
Bank agrees to resolve promptly any applicable control deficiencies that come to its attention that do not meet the standards established by federal and state privacy and data security laws, rules, regulations, and/or generally accepted industry standards related to Banks information security program.
Bank shall: (i) promptly notify Customer of any confirmed unauthorized access to personal information or other confidential information of Customer (Breach of Security); (ii) promptly furnish to Customer appropriate details of such Breach of Security and assist Customer in assessing the Breach of Security to the extent it is not privileged information or part of an investigation; (iii) reasonably cooperate with Customer in any litigation and investigation of third parties reasonably deemed necessary by Customer to protect its proprietary and other rights; (iv) use reasonable precautions to prevent a recurrence of a Breach of Security; and (v) take all reasonable and appropriate action to mitigate any potential harm related to a Breach of Security, including any reasonable steps requested by Customer that are practicable for Bank to implement. Nothing in the immediately preceding sentence shall obligate Bank to provide Customer with information regarding any of Banks other customers or clients that are affected by a Breach of Security, nor shall the immediately preceding sentence limit Banks ability to take any actions that Bank believes are appropriate to remediate any Breach of Security unless such actions would prejudice or otherwise limit Customers ability to bring its own claims or actions against third parties related to the Breach of Security. If Bank discovers or becomes aware of a suspected data or security breach that may involve an improper access, use, disclosure, or alteration of personal information or other confidential information of Customer, Bank shall, except to the extent prohibited by Applicable Law or directed otherwise by a governmental authority not to do so, promptly notify Customer that it is investigating a potential breach and keep Customer informed as reasonably practicable of material developments relating to the investigation until Bank either confirms that such a breach has occurred (in which case the first sentence of this paragraph will apply) or confirms that no data or security breach involving personal information or other confidential information of Customer has occurred.
For these purposes, personal information shall mean (i) an individuals name (first initial and last name or first name and last name), address or telephone number plus (a) social security number, (b) drivers license number, (c) state identification card number, (d) debit or credit card number, (e) financial account
22
number, (f) passport number, or (g) personal identification number or password that would permit access to a persons account or (ii) any combination of the foregoing that would allow a person to log onto or access an individuals account. This provision will survive termination or expiration of the Agreement for so long as Bank or any Subcustodian continues to possess or have access to personal information related to Customer. Notwithstanding the foregoing personal information shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
10.8 Business Continuity and Disaster Recovery.
Bank shall maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business, which are designed, in the event of a significant business disruption affecting Bank, to be sufficient to enable Bank to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption. Bank shall test the operability of such procedures at least annually. Bank shall enter into and shall maintain in effect at all times during the term of this Agreement reasonable provision for (i) periodic back-up of the computer files and data with respect to Customer and (ii) use of alternative electronic data processing equipment to provide services under this Agreement. Upon reasonable request, Bank shall discuss with Customer any business continuation and disaster recovery procedures of Bank. Bank represents that its business continuation and disaster recovery procedures are appropriate for its business as a global custodian to investment companies registered under the 1940 Act.
10.9 Insurance.
Bank shall not be required to maintain any insurance coverage for the benefit of Customer.
10.10 Governing Law and Jurisdiction, Certification of Residency.
This Agreement shall be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New Yorks principles regarding conflict of laws. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by Applicable Law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. Customer certifies that it is a resident of the United States and shall notify Bank of any changes in residency. Bank may rely upon this certification or the certification of such other facts as may be required to administer Banks obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.
10.11 Severability and Waiver.
(a) If one or more provisions of this Agreement are held invalid, illegal or unenforceable in any respect on the basis of any particular circumstances or in any jurisdiction, the validity, legality and
enforceability of such provision or provisions under other circumstances or in other jurisdictions and of the remaining provisions shall not in any way be affected or impaired.
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(b) Except as otherwise provided herein, no failure or delay on the part of either party in exercising any power or right hereunder operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right. No waiver by a party of any provision of this Agreement, or waiver of any breach or default, is effective unless in writing and signed by the party against whom the waiver is to be enforced.
10.12 Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original and together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
[Signature page to follow.]
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EXHIBIT 1
| Vanguard Admiral Funds |
| Vanguard S&P 500 Growth Index Fund |
| Vanguard S&P 500 Value Index Fund |
| Vanguard S&P Mid-Cap 400 Growth Index Fund |
| Vanguard S&P Mid-Cap 400 Index Fund |
| Vanguard S&P Mid-Cap 400 Value Index Fund |
| Vanguard S&P Small-Cap 600 Growth Index Fund |
| Vanguard S&P Small-Cap 600 Index Fund |
| Vanguard S&P Small-Cap 600 Value Index Fund |
| Vanguard Bond Index Funds |
| Vanguard Inflation-Protected Securities Fund |
| Vanguard Intermediate-Term Bond Index Fund |
| Vanguard Long-Term Bond Index Fund |
| Vanguard Short-Term Bond Index Fund |
| Vanguard Total Bond Market Index Fund |
| Vanguard Total Bond Market II Index Fund |
| Vanguard Chester Funds |
| Vanguard Institutional Target Retirement 2015 Fund |
| Vanguard Institutional Target Retirement 2020 Fund |
| Vanguard Institutional Target Retirement 2025 Fund |
| Vanguard Institutional Target Retirement 2030 Fund |
| Vanguard Institutional Target Retirement 2035 Fund |
| Vanguard Institutional Target Retirement 2040 Fund |
| Vanguard Institutional Target Retirement 2045 Fund |
| Vanguard Institutional Target Retirement 2050 Fund |
| Vanguard Institutional Target Retirement 2055 Fund |
| Vanguard Institutional Target Retirement 2060 Fund |
| Vanguard Institutional Target Retirement 2065 Fund |
| Vanguard Institutional Target Retirement Income Fund |
| Vanguard Target Retirement 2015 Fund |
| Vanguard Target Retirement 2020 Fund |
| Vanguard Target Retirement 2025 Fund |
| Vanguard Target Retirement 2030 Fund |
| Vanguard Target Retirement 2035 Fund |
| Vanguard Target Retirement 2040 Fund |
| Vanguard Target Retirement 2045 Fund |
| Vanguard Target Retirement 2050 Fund |
| Vanguard Target Retirement 2055 Fund |
| Vanguard Target Retirement 2060 Fund |
| Vanguard Target Retirement 2065 Fund |
| Vanguard Target Retirement Income Fund |
| Vanguard CMT Funds |
| Vanguard Market Liquidity Fund |
| Vanguard Fixed Income Securities Funds |
| Vanguard GNMA Fund |
| Vanguard High-Yield Corporate Fund |
| Vanguard Long-Term Investment-Grade Fund |
| Vanguard REIT II Index Fund |
| Vanguard Ultra-Short-Term Bond Fund |
| Vanguard Index Funds |
| Vanguard Growth Index Fund |
| Vanguard Mid-Cap Growth Index Fund |
| Vanguard Mid-Cap Value Index Fund |
| Vanguard Small-Cap Index Fund |
| Vanguard Total Stock Market Index Fund |
| Vanguard Malvern Funds |
| Vanguard Short-Term Inflation-Protected Securities Index Fund |
| Vanguard Scottsdale Funds |
| Vanguard Intermediate-Term Corporate Bond Index Fund |
| Vanguard Intermediate-Term Government Bond Index Fund |
| Vanguard Long-Term Corporate Bond Index Fund |
| Vanguard Long-Term Government Bond Index Fund |
| Vanguard Mortgage-Backed Securities Index Fund |
| Vanguard Short-Term Corporate Bond Index Fund |
| Vanguard Short-Term Government Bond Index Fund |
| Vanguard Specialized Funds |
| Vanguard Dividend Appreciation Index Fund |
| Vanguard Health Care Fund |
| Vanguard Precious Metals and Mining Fund |
| Vanguard STAR Funds |
| Vanguard LifeStrategy Conservative Growth Fund |
| Vanguard LifeStrategy Growth Fund |
| Vanguard LifeStrategy Income Fund |
| Vanguard LifeStrategy Moderate Growth Fund |
| Vanguard Total International Stock Index Fund |
| Vanguard Tax-Managed Funds |
| Vanguard Tax-Managed Balanced Fund |
| Vanguard Valley Forge Funds |
| Vanguard Balanced Index Fund |
| Vanguard Variable Insurance Funds |
| Global Bond Index Portfolio |
| Total Bond Market Index Portfolio |
| Total International Stock Market Index Portfolio |
| Vanguard Wellesley Income Fund |
| Vanguard Wellesley Income Fund |
| Vanguard Wellington Fund |
| Vanguard Wellington Fund |
| Vanguard Whitehall Funds |
| Vanguard International Explorer Fund |
| Vanguard World Fund |
| Vanguard Extended Duration Treasury Index Fund |
| Vanguard Global Wellesley Fund |
| Vanguard Global Wellington Fund |
| Vanguard International Growth Fund |
| The terms and conditions as set forth in the Agreement (except for Sections 2.1 and 2.2) apply with respect |
| to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard Directly |
| Managed Securities Lending transactions: |
| Vanguard Chester Funds |
| Vanguard PRIMECAP Fund |
| Vanguard Explorer Fund |
| Vanguard Explorer Fund |
| Vanguard Fenway Funds |
| Vanguard Equity Income Fund |
| Vanguard PRIMECAP Core Fund |
| Vanguard Horizon Funds |
| Vanguard Capital Opportunity Fund |
| Vanguard Global Equity Fund |
| Vanguard Strategic Equity Fund |
| Vanguard Strategic Small-Cap Equity Fund |
| Vanguard Index Funds |
| Vanguard 500 Index Fund |
| Vanguard Extended Market Index Fund |
| Vanguard Large-Cap Index Fund |
| Vanguard Mid-Cap Index Fund |
| Vanguard Small-Cap Growth Index Fund |
| Vanguard Small-Cap Value Index Fund |
| Vanguard Value Index Fund |
| Vanguard Institutional Index Funds |
| Vanguard Institutional Index Fund |
| Vanguard Institutional Total Stock Market Index Fund |
| Vanguard International Equity Index Funds |
| Vanguard Emerging Markets Stock Index Fund |
| Vanguard European Stock Index Fund |
| Vanguard FTSE All-World ex-US Index Fund |
| Vanguard FTSE All-World ex-US Small-Cap Index Fund |
| Vanguard Global ex-U.S. Real Estate Index Fund |
| Vanguard Pacific Stock Index Fund |
| Vanguard Total World Stock Index Fund |
| Vanguard Malvern Funds |
| Vanguard Capital Value Fund |
| Vanguard U.S. Value Fund |
| Vanguard Montgomery Funds |
| Vanguard Market Neutral Fund |
| Vanguard Morgan Growth Fund |
| Vanguard Morgan Growth Fund |
| Vanguard Quantitative Funds |
| Vanguard Growth and Income Fund |
| Vanguard Scottsdale Funds |
| Vanguard Explorer Value Fund |
| Vanguard Russell 1000 Growth Index Fund |
| Vanguard Russell 1000 Index Fund |
| Vanguard Russell 1000 Value Index Fund |
| Vanguard Russell 2000 Growth Index Fund |
| Vanguard Russell 2000 Index Fund |
| Vanguard Russell 2000 Value Index Fund |
| Vanguard Russell 3000 Index Fund |
| Vanguard Specialized Funds |
| Vanguard Dividend Growth Fund |
| Vanguard Energy Fund |
| Vanguard REIT Index Fund |
| Vanguard Tax-Managed Funds |
| Vanguard Developed Markets Index Fund |
| Vanguard Trustees Equity Fund |
| Vanguard Emerging Markets Select Stock Fund |
| Vanguard International Value Fund |
| Vanguard Variable Insurance Funds |
| Balanced Portfolio |
| Capital Growth Portfolio |
| Diversified Value Portfolio |
| Equity Income Portfolio |
| Equity Index Portfolio |
| Growth Portfolio |
| International Portfolio |
| Mid-Cap Index Portfolio |
| REIT Index Portfolio |
| Small Company Growth Portfolio |
| Vanguard Whitehall Funds |
| Vanguard Global Minimum Volatility Fund |
| Vanguard High Dividend Yield Index Fund |
| Vanguard International Dividend Appreciation Index Fund |
| Vanguard International High Dividend Yield Index Fund |
| Vanguard Mid-Cap Growth Fund |
| Vanguard Selected Value Fund |
| Vanguard Windsor Funds |
| Vanguard Windsor Fund |
| Vanguard Windsor II Fund |
| Vanguard World Fund |
| Vanguard Consumer Discretionary Index Fund |
| Vanguard Consumer Staples Index Fund |
| Vanguard Energy Index Fund |
| Vanguard Financials Index Fund |
| Vanguard FTSE Social Index Fund |
| Vanguard Health Care Index Fund |
| Vanguard Industrials Index Fund |
| Vanguard Information Technology Index Fund |
| Vanguard Materials Index Fund |
| Vanguard Mega Cap Growth Index Fund |
| Vanguard Mega Cap Index Fund |
| Vanguard Mega Cap Value Index Fund |
| Vanguard Telecommunication Services Index Fund |
| Vanguard U.S. Growth Fund |
| Vanguard Utilities Index Fund |
APPENDIX 1
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):
A. Opinions of local counsel concerning:
_X_ i. Whether applicable foreign law would restrict the access afforded Customers independent public accountants to books and records kept by an eligible foreign custodian located in that country.
_X_ ii. Whether applicable foreign law would restrict the Customers ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.
_X_ iii. Whether applicable foreign law would restrict the Customers ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
B. Written information concerning:
_X_ i. The foreseeability of expropriation, nationalization, freezes, or confiscation of Customers Financial Assets.
_X_ ii. Whether difficulties in converting Customers cash and cash equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish Customer the following additional information:
Market flashes, including with respect to changes in the information in market reports.
ANNEX A - Electronic Access
1. Bank may permit the Customer and its Authorized Persons to access certain electronic systems and applications (collectively, the Products) and to access or receive electronically Data (as defined below) in connection with the Agreement. Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavor to give the Customer reasonable notice of its termination or suspension of access to the Products, including suspension or cancelation of any User Codes, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is known or reasonably suspected to be at risk. Access to the Products shall be subject to the Security Procedure.
2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Law, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products or transferred electronically (the Data) for the Customers internal business use only. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by the Customers Authorized Person, provided that such use shall be in compliance with the Agreement, including this Annex. The Customer acknowledges that elements of the Data, including prices, Corporate Action information, and reference data, may have been licensed by Bank from third parties and that any use of such Data beyond that authorized by the foregoing license, may require the permission of one or more third parties in addition to Bank. Notwithstanding the foregoing, nothing in this Section 2, or elsewhere in this Annex, shall be deemed to give Bank or its licensors ownership of, or any rights in or to, any confidential information of the Customer, including as it may be accessible or receivable through the Products, and all rights in and to such information shall be retained exclusively by the Customer.
3. The Customer acknowledges that there are security, cyberfraud, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks; for clarity, however, the foregoing shall not relieve Bank of its obligation under the first sentence of Section 4 of this Annex. The Customer is solely responsible for obtaining, maintaining and operating all systems, software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Banks software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.
4. In cases where Banks website is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Provided that Bank complies with its obligation to provide such other appropriate means, Bank shall not be liable for any Liabilities arising out of the Customers inability to access or use the Products via Banks website in the absence of Banks gross negligence, fraud or willful misconduct.
5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording, and will ensure that all persons using the Products through or on behalf of Customer are advised of and have consented to this monitoring, tracking and recording, and Banks right to disclose data derived from such activity in accordance with the Agreement, including this Annex. Bank shall own all right, title and interest in the data reflecting Customers usage of the Products or Banks website (including, but not limited to, general usage
data and aggregated transaction data). For clarity, the foregoing shall not be deemed to give Bank ownership of, or any rights in or to, the Customers confidential information (whether or not in aggregated form), the use or disclosure of which shall at all times be subject to Section 10.6 of this Agreement other otherwise agreed to by the Parties.
6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) junk mail, spam, chain letters or unsolicited mass distribution of e-mail.
7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the Products from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the Products are not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customers behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.
8. Bank and Customer will be subject to and shall comply with all Applicable Law concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the Privacy Regulations). The Privacy Regulations may include, as applicable, the Federal Privacy of Consumer Financial Information Regulation (12 CFR Part 40) and Interagency Guidelines Establishing Information Security Standards (App B to 12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC, 2009/136/EC and 2002/58/EC of the European Parliament and of the Council, as amended from time to time, and applicable implementing legislation in connection with the protection of individuals with regard to processing of personal data and the free movement of such data.
9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Annex.
SCHEDULE 1 AGENT AND CASH NETWORK (CUSTODY & FUND SERVICES)
| MARKET | SUBCUSTODIAN | CASH CORRESPONDENT BANK |
| ARGENTINA | HSBC Bank Argentina S.A. | HSBC Bank Argentina S.A. |
| Bouchard 680, 9th Floor | Buenos Aires | |
| C1106ABJ Buenos Aires | ||
| ARGENTINA | ||
| AUSTRALIA | JPMorgan Chase Bank, N.A.** | Australia and New Zealand Banking |
| Level 31, 101 Collins Street | Group Ltd. | |
| Melbourne 3000 | Melbourne | |
| AUSTRALIA | ||
| AUSTRIA | UniCredit Bank Austria AG | J.P. Morgan AG** |
| Julius Tandler Platz 3 | Frankfurt am Main | |
| A 1090 Vienna | ||
| AUSTRIA | ||
| BAHRAIN | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited |
| Road No 2832 | Al Seef | |
| Al Seef 428 | ||
| BAHRAIN | ||
| BANGLADESH | Standard Chartered Bank | Standard Chartered Bank |
| Portlink Tower | Dhaka | |
| Level 6, 67 Gulshan Avenue | ||
| Gulshan | ||
| Dhaka 1212 | ||
| BANGLADESH | ||
| BELGIUM | BNP Paribas Securities Services S.C.A. | J.P. Morgan A.G.** |
| Central Plaza Building | Frankfurt am Main | |
| Rue de Loxum, 25 | ||
| 7th Floor | ||
| 1000 Brussels | ||
| BELGIUM | ||
| BERMUDA | HSBC Bank Bermuda Limited | HSBC Bank Bermuda Limited |
| 6 Front Street | Hamilton | |
| Hamilton HM 11 | ||
| BERMUDA | ||
| BOTSWANA | Standard Chartered Bank Botswana Limited | Standard Chartered Bank Botswana |
| 5th Floor, Standard House | Limited | |
| P.O. Box 496 | Gaborone | |
| Queens Road, The Mall | ||
| Gaborone | ||
| BOTSWANA | ||
| BRAZIL | J.P. Morgan S.A. DTVM** | J.P. Morgan S.A. DTVM** |
| Av. Brigadeiro Faria Lima, 3729, Floor 06 | Sao Paulo | |
| Sao Paulo SP 04538 905 | ||
| BRAZIL | ||
| BULGARIA | Citibank Europe plc | ING Bank N.V. |
| Serdika Offices | Sofia | |
| 10th Floor | ||
| 48 Sitnyakovo Blvd | ||
| Sofia 1505 | ||
| BULGARIA | ||
| CANADA | Canadian Imperial Bank of Commerce | Royal Bank of Canada |
| 1 York Street, Suite 900 | Toronto | |
| Toronto Ontario M5J 0B6 | ||
| CANADA | ||
| Royal Bank of Canada | ||
| 155 Wellington Street West, | ||
| Toronto Ontario M5V 3L3 | ||
| CANADA | ||
| CHILE | Banco Santander Chile | Banco Santander Chile |
| Bandera 140, Piso 4 | Santiago | |
| Santiago | ||
| CHILE | ||
| CHINA A | HSBC Bank (China) Company Limited | HSBC Bank (China) Company Limited |
| SHARE | 33/F, HSBC Building, Shanghai ifc | Shanghai |
| 8 Century Avenue, Pudong | ||
| Shanghai 200120 | ||
| THE PEOPLE'S REPUBLIC OF CHINA | ||
| CHINA B | HSBC Bank (China) Company Limited | JPMorgan Chase Bank, N.A.** |
| SHARE | 33/F, HSBC Building, Shanghai ifc | New York |
| 8 Century Avenue, Pudong | ||
| Shanghai 200120 | JPMorgan Chase Bank, N.A.** | |
| THE PEOPLE'S REPUBLIC OF CHINA | Hong Kong | |
| CHINA | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| CONNECT | 48th Floor, One Island East | Hong Kong |
| 18 Westlands Road, Quarry Bay | ||
| HONG KONG | ||
| COLOMBIA | Cititrust Colombia S.A. | Cititrust Colombia S.A. |
| Carrera 9 A # 99 02, 3rd floor | Bogotá | |
| Bogota | ||
| COLOMBIA | ||
| *COSTA RICA* | Banco BCT, S.A. | Banco BCT, S.A. |
| 150 Metros Norte de la Catedral | San Jose | |
| Metropolitana | ||
| Edificio BCT | ||
| San Jose | ||
| COSTA RICA |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| CROATIA | Privredna banka Zagreb d.d. | Zagrebacka banka d.d. |
| Radnicka cesta 50 | Zagreb | |
| 10000 Zagreb | ||
| CROATIA | ||
| CYPRUS | HSBC Bank plc | J.P. Morgan AG** |
| 109 111, Messogian Ave. | Frankfurt am Main | |
| 115 26 Athens | ||
| GREECE | ||
| CZECH | UniCredit Bank Czech Republic and Slovakia, | Ceskoslovenska obchodni banka, a.s. |
| REPUBLIC | a.s. | Prague |
| BB Centrum FILADELFIE | ||
| Zeletavska 1525 1 | ||
| 140 92 Prague 1 | ||
| CZECH REPUBLIC | ||
| DENMARK | Nordea Bank AB (publ) | Nordea Bank AB (publ) |
| Christiansbro | Copenhagen | |
| Strandgade 3 | ||
| P.O. Box 850 | ||
| DK 0900 Copenhagen | ||
| DENMARK | ||
| EGYPT | Citibank, N.A. | Citibank, N.A. |
| 4 Ahmed Pasha Street | Cairo | |
| Garden City | ||
| Cairo | ||
| EGYPT | ||
| ESTONIA | Swedbank AS | J.P. Morgan AG** |
| Liivalaia 8 | Frankfurt am Main | |
| 15040 Tallinn | ||
| ESTONIA | ||
| FINLAND | Nordea Bank AB (publ) | J.P. Morgan AG** |
| Aleksis Kiven katu 3 5 | Frankfurt am Main | |
| FIN 00020 NORDEA Helsinki | ||
| FINLAND | ||
| FRANCE | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| 3, rue d'Antin | Frankfurt am Main | |
| 75002 Paris | ||
| FRANCE | ||
| GERMANY | Deutsche Bank AG | J.P. Morgan AG** |
| Alfred Herrhausen Allee 16 24 | Frankfurt am Main | |
| D 65760 Eschborn | ||
| GERMANY | ||
| J.P. Morgan AG#** | ||
| Taunustor 1 (TaunusTurm) | ||
| 60310 Frankfurt am Main | ||
| GERMANY | ||
| # Custodian for local German custody clients | ||
| only. | ||
| GHANA | Standard Chartered Bank Ghana Limited | Standard Chartered Bank Ghana Limited |
| Accra High Street | Accra | |
| P.O. Box 768 | ||
| Accra | ||
| GHANA | ||
| GREECE | HSBC Bank plc | J.P. Morgan AG** |
| Messogion 109 111 | Frankfurt am Main | |
| 11526 Athens | ||
| GREECE | ||
| HONG KONG | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 48th Floor, One Island East | Hong Kong | |
| 18 Westlands Road, Quarry Bay | ||
| HONG KONG | ||
| HUNGARY | Deutsche Bank AG | ING Bank N.V. |
| Hold utca 27 | Budapest | |
| H 1054 Budapest | ||
| HUNGARY | ||
| *ICELAND* | Islandsbanki hf. | Islandsbanki hf. |
| Kirkjusandur 2 | Reykjavik | |
| IS 155 Reykjavik | ||
| ICELAND | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| INDIA | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 6th Floor, Paradigm B Wing | Mumbai | |
| Mindspace, Malad (West) | ||
| Mumbai 400 064 | ||
| INDIA | ||
| INDONESIA | PT Bank HSBC Indonesia | PT Bank HSBC Indonesia |
| Menara Mulia 25th Floor | Jakarta | |
| Jl. Jendral Gatot Subroto Kav. 9 11 | ||
| Jakarta 12930 | ||
| INDONESIA | ||
| IRELAND | JPMorgan Chase Bank, N.A.** | J.P. Morgan AG** |
| 25 Bank Street, Canary Wharf | Frankfurt am Main | |
| London E14 5JP | ||
| UNITED KINGDOM | ||
| ISRAEL | Bank Leumi le Israel B.M. | Bank Leumi le Israel B.M. |
| 35, Yehuda Halevi Street | Tel Aviv | |
| 65136 Tel Aviv | ||
| ISRAEL | ||
| ITALY | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Piazza Lina Bo Bardi, 3 | Frankfurt am Main | |
| 20124 Milan | ||
| ITALY | ||
| JAPAN | Mizuho Bank, Ltd. | JPMorgan Chase Bank, N.A.** |
| 2 15 1, Konan | Tokyo | |
| Minato ku | ||
| Tokyo 108 6009 | ||
| JAPAN | ||
| The Bank of Tokyo Mitsubishi UFJ, Ltd. | ||
| 1 3 2 Nihombashi Hongoku cho | ||
| Chuo ku | ||
| Tokyo 103 0021 | ||
| JAPAN | ||
| JORDAN | Standard Chartered Bank | Standard Chartered Bank |
| Shmeissani Branch | Amman | |
| Al Thaqafa Street | ||
| Building # 2 | ||
| P.O. Box 926190 | ||
| Amman | ||
| JORDAN | ||
| KAZAKHSTAN | JSC Citibank Kazakhstan | Subsidiary Bank Sberbank of Russia Joint |
| Park Palace, Building A, Floor 2 | Stock Company | |
| 41 Kazybek Bi | Almaty | |
| Almaty 050010 | ||
| KAZAKHSTAN | ||
| KENYA | Standard Chartered Bank Kenya Limited | Standard Chartered Bank Kenya Limited |
| Chiromo | Nairobi | |
| 48 Westlands Road | ||
| Nairobi 00100 | ||
| KENYA | ||
| KUWAIT | HSBC Bank Middle East Limited | HSBC Bank Middle East Limited |
| Kuwait City, Sharq Area | Safat | |
| Abdulaziz Al Sager Street | ||
| Al Hamra Tower, 37F | ||
| Safat 13017 | ||
| KUWAIT | ||
| LATVIA | Swedbank AS | J.P. Morgan AG** |
| Balasta dambis 1a | Frankfurt am Main | |
| Riga LV 1048 | ||
| LATVIA | ||
| LITHUANIA | AB SEB Bankas | J.P. Morgan AG** |
| 12 Gedimino pr. | Frankfurt am Main | |
| LT 2600 Vilnius | ||
| LITHUANIA | ||
| LUXEMBOURG | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| 33, Rue de Gasperich | Frankfurt am Main | |
| L 5826 Hesperange | ||
| LUXEMBOURG | ||
| *MALAWI* | Standard Bank Limited, Malawi | Standard Bank Limited, Malawi |
| 1st Floor Kaomba House | Blantyre | |
| Cnr Glyn Jones Road & Victoria Avenue | ||
| Blantyre | ||
| MALAWI | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| MALAYSIA | HSBC Bank Malaysia Berhad | HSBC Bank Malaysia Berhad |
| 2 Leboh Ampang | Kuala Lumpur | |
| 12th Floor, South Tower | ||
| 50100 Kuala Lumpur | ||
| MALAYSIA | ||
| MAURITIUS | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| HSBC Centre | Ebene | |
| 18 Cybercity | ||
| Ebene | ||
| MAURITIUS | ||
| MEXICO | Banco Nacional de Mexico, S.A. | Banco Santander (Mexico), S.A. |
| Act. Roberto Medellin No. 800 3er Piso Norte | Mexico, D.F. | |
| Colonia Santa Fe | ||
| 01210 Mexico, D.F. | ||
| MEXICO | ||
| MOROCCO | Société Générale Marocaine de Banques | Attijariwafa Bank S.A. |
| 55 Boulevard Abdelmoumen | Casablanca | |
| Casablanca 20100 | ||
| MOROCCO | ||
| NAMIBIA | Standard Bank Namibia Limited | The Standard Bank of South Africa |
| 2nd Floor, Town Square Building | Limited | |
| Corner of Werner List and Post Street Mall | Johannesburg | |
| P.O. Box 3327 | ||
| Windhoek | ||
| NAMIBIA | ||
| NETHERLANDS | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Herengracht 595 | Frankfurt am Main | |
| 1017 CE Amsterdam | ||
| NETHERLANDS | ||
| NEW ZEALAND | JPMorgan Chase Bank, N.A.** | Westpac Banking Corporation |
| Level 13, 2 Hunter Street | Wellington | |
| Wellington 6011 | ||
| NEW ZEALAND | ||
| NIGERIA | Stanbic IBTC Bank Plc | Stanbic IBTC Bank Plc |
| Plot 1712 | Lagos | |
| Idejo Street | ||
| Victoria Island | ||
| Lagos | ||
| NIGERIA | ||
| NORWAY | Nordea Bank AB (publ) | Nordea Bank AB (publ) |
| Essendropsgate 7 | Oslo | |
| P.O. Box 1166 | ||
| NO 0107 Oslo | ||
| NORWAY | ||
| OMAN | HSBC Bank Oman S.A.O.G. | HSBC Bank Oman S.A.O.G. |
| 2nd Floor Al Khuwair | Seeb | |
| P.O. Box 1727 PC 111 | ||
| Seeb | ||
| OMAN | ||
| PAKISTAN | Standard Chartered Bank (Pakistan) Limited | Standard Chartered Bank (Pakistan) |
| P.O. Box 4896 | Limited | |
| Ismail Ibrahim Chundrigar Road | Karachi | |
| Karachi 74000 | ||
| PAKISTAN | ||
| PERU | Citibank del Perú S.A. | Banco de Crédito del Perú |
| Av. Canaval y Moreryra 480 Piso 3 | Lima | |
| San Isidro | ||
| Lima 27 | ||
| PERU | ||
| PHILIPPINES | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| 7/F HSBC Centre | Taguig City | |
| 3058 Fifth Avenue West | ||
| Bonifacio Global City | ||
| 1634 Taguig City | ||
| PHILIPPINES | ||
| POLAND | Bank Handlowy w. Warszawie S.A. | mBank S.A. |
| ul. Senatorska 16 | Warsaw | |
| 00 923 Warsaw | ||
| POLAND | ||
| PORTUGAL | BNP Paribas Securities Services S.C.A. | J.P. Morgan AG** |
| Avenida D.João II, Lote 1.18.01, Bloco B, | Frankfurt am Main | |
| 7º andar | ||
| 1998 028 Lisbon | ||
| PORTUGAL | ||
| QATAR | HSBC Bank Middle East Limited | The Commercial Bank (P.Q.S.C.) |
| 2nd Floor, Ali Bin Ali Tower | Doha | |
| Building 150 (Airport Road) | ||
| P.O. Box 57 | ||
| Doha | ||
| QATAR | ||
| ROMANIA | Citibank Europe plc | ING Bank N.V. |
| 145 Calea Victoriei | Bucharest | |
| 1st District | ||
| 010072 Bucharest | ||
| ROMANIA | ||
| RUSSIA | J.P. Morgan Bank International (Limited | JPMorgan Chase Bank, N.A.** |
| Liability Company)** | New York | |
| 10, Butyrsky Val | ||
| White Square Business Centre | ||
| Floor 12 | ||
| Moscow 125047 | ||
| RUSSIA | ||
| SAUDI ARABIA | HSBC Saudi Arabia | HSBC Saudi Arabia |
| 2/F HSBC Building | Riyadh | |
| 7267 Olaya Street North, Al Murooj | ||
| Riyadh 12283 2255 | ||
| SAUDI ARABIA | ||
| SERBIA | Unicredit Bank Srbija a.d. | Unicredit Bank Srbija a.d. |
| Rajiceva 27 29 | Belgrade | |
| 11000 Belgrade | ||
| SERBIA | ||
| SINGAPORE | DBS Bank Ltd | Oversea Chinese Banking Corporation |
| 10 Toh Guan Road | Singapore | |
| DBS Asia Gateway, Level 04 11 (4B) | ||
| 608838 | ||
| SINGAPORE | ||
| SLOVAK | UniCredit Bank Czech Republic and Slovakia, | J.P. Morgan AG** |
| REPUBLIC | a.s. | Frankfurt am Main |
| Sancova 1/A | ||
| SK 813 33 Bratislava | ||
| SLOVAK REPUBLIC | ||
| SLOVENIA | UniCredit Banka Slovenija d.d. | J.P. Morgan AG** |
| Smartinska 140 | Frankfurt am Main | |
| SI 1000 Ljubljana | ||
| SLOVENIA | ||
| SOUTH AFRICA | FirstRand Bank Limited | The Standard Bank of South Africa |
| 1 Mezzanine Floor, 3 First Place, Bank City | Limited | |
| Cnr Simmonds and Jeppe Streets | Johannesburg | |
| Johannesburg 2001 | ||
| SOUTH AFRICA | ||
| SOUTH KOREA | Standard Chartered Bank Korea Limited | Standard Chartered Bank Korea Limited |
| 47 Jongro, Jongro Gu | Seoul | |
| Seoul 03160 | ||
| SOUTH KOREA | ||
| Kookmin Bank Co., Ltd. | Kookmin Bank Co., Ltd. | |
| 84, Namdaemun ro, Jung gu | Seoul | |
| Seoul 100 845 | ||
| SOUTH KOREA | ||
| SPAIN | Santander Securities Services, S.A. | J.P. Morgan AG** |
| Ciudad Grupo Santander | Frankfurt am Main | |
| Avenida de Cantabria, s/n | ||
| Edificio Ecinar, planta baja | ||
| Boadilla del Monte | ||
| 28660 Madrid | ||
| SPAIN | ||
| SRI LANKA | The Hongkong and Shanghai Banking | The Hongkong and Shanghai Banking |
| Corporation Limited | Corporation Limited | |
| 24 Sir Baron Jayatillaka Mawatha | Colombo | |
| Colombo 1 | ||
| SRI LANKA | ||
| SWEDEN | Nordea Bank AB (publ) | Svenska Handelsbanken |
| Hamngatan 10 | Stockholm | |
| SE 105 71 Stockholm | ||
| SWEDEN | ||
| SWITZERLAND | UBS Switzerland AG | UBS Switzerland AG |
| 45 Bahnhofstrasse | Zurich | |
| 8021 Zurich | ||
| SWITZERLAND | ||
| TAIWAN | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| 8th Floor, Cathay Xin Yi Trading Building | Taipei | |
| No. 108, Section 5, Xin Yi Road | ||
| Taipei 11047 | ||
| TAIWAN | ||
| *TANZANIA* | Stanbic Bank Tanzania Limited | Stanbic Bank Tanzania Limited |
| Stanbic Centre | Dar es Salaam | |
| Corner Kinondoni and A.H. Mwinyi Roads | ||
| P.O. Box 72648 | ||
| Dar es Salaam | ||
| TANZANIA | ||
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| THAILAND | Standard Chartered Bank (Thai) Public | Standard Chartered Bank (Thai) Public |
| Company Limited | Company Limited | |
| 14th Floor, Zone B | Bangkok | |
| Sathorn Nakorn Tower | ||
| 90 North Sathorn Road Bangrak | ||
| Silom, Bangrak | ||
| Bangkok 10500 | ||
| THAILAND | ||
| TRINIDAD AND | Republic Bank Limited | Republic Bank Limited |
| TOBAGO | 9 17 Park Street | Port of Spain |
| Port of Spain | ||
| TRINIDAD AND TOBAGO | ||
| TUNISIA | Banque Internationale Arabe de Tunisie, S.A. | Banque Internationale Arabe de Tunisie, |
| 70 72 Avenue Habib Bourguiba | S.A. | |
| P.O. Box 520 | Tunis | |
| Tunis 1000 | ||
| TUNISIA | ||
| TURKEY | Citibank A.S. | JPMorgan Chase Bank, N.A.** |
| Inkilap Mah., Yilmaz Plaza | Istanbul | |
| O. Faik Atakan Caddesi No: 3 | ||
| 34768 Umraniye, Istanbul | ||
| TURKEY | ||
| UGANDA | Standard Chartered Bank Uganda Limited | Standard Chartered Bank Uganda Limited |
| 5 Speke Road | Kampala | |
| P.O. Box 7111 | ||
| Kampala | ||
| UGANDA | ||
| *UKRAINE* | PJSC Citibank | PJSC Citibank |
| 16 G Dilova Street | Kiev | |
| 03150 Kiev | ||
| UKRAINE | JPMorgan Chase Bank, N.A.** | |
| New York |
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR
FURTHER INFORMATION*
| UNITED ARAB | HSBC Bank Middle East Limited | The National Bank of Abu Dhabi |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | Abu Dhabi |
| ADX | P.O. Box 502601 | |
| Dubai | ||
| UNITED ARAB EMIRATES | ||
| UNITED ARAB | HSBC Bank Middle East Limited | The National Bank of Abu Dhabi |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | Abu Dhabi |
| DFM | P.O. Box 502601 | |
| Dubai | ||
| UNITED ARAB EMIRATES | ||
| UNITED ARAB | HSBC Bank Middle East Limited | JPMorgan Chase Bank, N.A. ** |
| EMIRATES | Emaar Square, Level 4, Building No. 5 | New York |
| NASDAQ | P.O. Box 502601 | |
| DUBAI | Dubai | |
| UNITED ARAB EMIRATES | ||
| UNITED | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| KINGDOM | 25 Bank Street, Canary Wharf | London |
| London E14 5JP | ||
| UNITED KINGDOM | ||
| Deutsche Bank AG Depository and Clearing | Varies by currency | |
| Centre | ||
| 10 Bishops Square | ||
| London E1 6EG | ||
| UNITED KINGDOM | ||
| UNITED | JPMorgan Chase Bank, N.A.** | JPMorgan Chase Bank, N.A.** |
| STATES | 4 New York Plaza | New York |
| New York NY 10004 | ||
| UNITED STATES | ||
| URUGUAY | Banco Itaú Uruguay S.A. | Banco Itaú Uruguay S.A. |
| Zabala 1463 | Montevideo | |
| 11000 Montevideo | ||
| URUGUAY | ||
| VENEZUELA | Citibank, N.A. | Citibank, N.A. |
| Avenida Casanova | Caracas | |
| Centro Comercial El Recreo | ||
| Torre Norte, Piso 19 | ||
| Caracas 1050 | ||
| VENEZUELA | ||
| VIETNAM | HSBC Bank (Vietnam) Ltd. | HSBC Bank (Vietnam) Ltd. | |
| Centre Point | Ho Chi Minh City | ||
| 106 Nguyen Van Troi Street | |||
| Phu Nhuan District | |||
| Ho Chi Minh City | |||
| VIETNAM | |||
| *WAEMU | Standard Chartered Bank Côte dIvoire SA | Standard Chartered Bank Côte dIvoire SA | |
| BENIN, | 23 Boulevard de la Republique 1 | Abidjan | |
| BURKINA | 01 B.P. 1141 | ||
| FASO, GUINEA | Abidjan 17 | ||
| BISSAU, IVORY | IVORY COAST | ||
| COAST, MALI, | |||
| NIGER, | |||
| SENEGAL, | |||
| TOGO* | |||
| *RESTRICTED SERVICE ONLY. | PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR | ||
| FURTHER INFORMATION* | |||
| ZAMBIA | Standard Chartered Bank Zambia Plc | Standard Chartered Bank Zambia Plc | |
| Standard Chartered House | Lusaka | ||
| Cairo Road | |||
| P.O. Box 32238 | |||
| Lusaka 10101 | |||
| ZAMBIA | |||
| *ZIMBABWE* | Stanbic Bank Zimbabwe Limited | Stanbic Bank Zimbabwe Limited | |
| Stanbic Centre, 3rd Floor | Harare | ||
| 59 Samora Machel Avenue | |||
| Harare | |||
| ZIMBABWE | |||
| *RESTRICTED SERVICE ONLY. | PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR | ||
| FURTHER INFORMATION* | |||
| ** J.P. Morgan affiliate | Correspondent banks are listed for information only. | ||
This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
| SCHEDULE 3 SECURITIES DEPOSITORIES | ||
| Market | Depository | Instruments |
| ARGENTINA | CVSA | Equity, Corporate Debt, Government Debt |
| (Caja de Valores S.A.) | ||
| AUSTRALIA | ASX Settlement | Equity |
| (ASX Settlement Pty Limited) | ||
| Austraclear | Corporate Debt, Government Debt | |
| (Austraclear Limited) | ||
| AUSTRIA | OeKB CSD GmbH | Equity, Corporate Debt, Government Debt |
| (Oesterreichische Kontrollbank CSD | ||
| GmbH) | ||
| BAHRAIN | CSD | Equity, Corporate Debt |
| (Bahrain Bourse - Clearing, Settlement and | ||
| Central Depository) | ||
| BANGLADESH | BB | Government Debt |
| (Bangladesh Bank) | ||
| CDBL | Equity, Corporate Debt | |
| (Central Depository Bangladesh Limited) | ||
| BELGIUM | Euroclear Belgium | Equity, Corporate Debt |
| (Euroclear Belgium SA/NV) | ||
| NBB | Corporate Debt, Government Debt | |
| (The National Bank of Belgium) | ||
| BERMUDA | BSD | Equity, Corporate Debt, Government Debt |
| (Bermuda Stock Exchange - Bermuda | ||
| Securities Depository) | ||
| BOTSWANA | BoB | Government Debt |
| (Bank of Botswana) | ||
| CSDB | Equity, Corporate Debt | |
| (Central Securities Depository of Botswana | ||
| Ltd) | ||
| BRAZIL | BM&FBOVESPA | Equity |
| (B3 S.A. - BM&FBOVESPA) | ||
| CETIP | Corporate Debt | |
| (B3 S.A. - CETIP) | ||
| SELIC | Government Debt | |
| (Banco Central do Brasil - Sistema Especial | ||
| de Liquidação e Custódia) | ||
| BULGARIA | CDAD | Equity, Corporate Debt |
| (Central Depository AD) | ||
| BNB | Government Debt | |
| (Bulgarian National Bank) | ||
| CANADA | CDS Clearing | Equity, Corporate Debt, Government Debt |
| (CDS Clearing and Depository Services | ||
| Inc.) | ||
| CHILE | DCV | Equity, Corporate Debt, Government Debt |
| (Depósito Central de Valores S.A.) | ||
| CHINA A-SHARE | CSDCC | Equity, Corporate Debt, Government Debt |
| (China Securities Depository and Clearing | ||
| Corporation Limited) | ||
| SCH | Short-term Corporate Debt | |
| (Shanghai Clearing House) | ||
| CCDC | Corporate Debt, Government Debt | |
| (China Central Depository & Clearing Co., | ||
| Ltd.) | ||
| CHINA B-SHARE | CSDCC | Equity |
| (China Securities Depository and Clearing | ||
| Corporation Limited) | ||
| CHINA | HKSCC - for China Connect | Equity |
| CONNECT | (Hong Kong Securities Clearing Company | |
| Limited) | ||
| COLOMBIA | DCV | Government Debt |
| (Banco de la Républica de Colombia - | ||
| Depósito Central de Valores) | ||
| DECEVAL | Equity, Corporate Debt, Government Debt | |
| (Depósito Centralizado de Valores de | ||
| Colombia S.A.) | ||
| COSTA RICA | InterClear | Equity, Corporate Debt, Government Debt |
| (InterClear, S.A.) | ||
| CROATIA | SKDD | Equity, Corporate Debt, Government Debt |
| (Sredinje klirinko depozitarno drutvo | ||
| d.d.) | ||
| CYPRUS | CDCR | Equity, Corporate Debt, Government Debt |
| (Cyprus Stock Exchange - Central | ||
| Depository and Central Registry) | ||
| CZECH | CNB | Short-Term Corporate Debt, Short-Term |
| REPUBLIC | (Ceská národní banka) | Government Debt |
| CDCP | Equity, Long-Term Corporate Debt, Long- | |
| (Centrální depozitár cenných papíru, a.s.) | Term Government Debt | |
| DENMARK | VP | Equity, Corporate Debt, Government Debt |
| (VP Securities A/S) | ||
| EGYPT | MCDR | Equity, Corporate Debt, Treasury Bonds |
| (Misr for Central Clearing, Depository and | ||
| Registry) | ||
| CBE | Treasury Bills | |
| (Central Bank of Egypt) | ||
| ESTONIA | ECSD | Equity, Corporate Debt, Government Debt |
| (Eesti Väärtpaberikeskus AS) | ||
| FINLAND | Euroclear Finland | Equity, Corporate Debt, Government Debt |
| (Euroclear Finland Oy) | ||
| FRANCE | Euroclear France | Equity, Corporate Debt, Government Debt |
| (Euroclear France SA) | ||
| GERMANY | CBF | Equity, Corporate Debt, Government Debt |
| (Clearstream Banking AG) | ||
| GHANA | CSD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository (GH) Ltd.) | ||
| GREECE | BoG | Government Debt |
| (Bank of Greece) | ||
| ATHEXCSD | Equity, Corporate Debt | |
| (Hellenic Central Securities Depository) | ||
| HONG KONG | HKSCC | Equity, Corporate Debt, Government Debt |
| (Hong Kong Securities Clearing Company | ||
| Limited) | ||
| CMU | Corporate Debt, Government Debt | |
| (Hong Kong Monetary Authority - Central | ||
| Moneymarkets Unit) | ||
| HUNGARY | KELER | Equity, Corporate Debt, Government Debt |
| (Központi Elszámolóház és Értéktár | ||
| (Budapest) Zrt.) | ||
| ICELAND | Nasdaq CSD Iceland hf. | Equity, Corporate Debt, Government Debt |
| (Nasdaq verðbréfamiðstöð hf.) | ||
| INDIA | NSDL | Equity, Corporate Debt |
| (National Securities Depository Limited) | ||
| CDSL | Equity, Corporate Debt | |
| (Central Depository Services (India) | ||
| Limited) | ||
| RBI | Government Debt | |
| (Reserve Bank of India) | ||
| INDONESIA | KSEI | Equity, Corporate Debt, Government Debt* |
| (PT Kustodian Sentral Efek Indonesia) | (*acts as sub-registry) | |
| BI | Government Debt | |
| (Bank Indonesia) | ||
| INTERNATIONAL | Euroclear Bank | Internationally Traded Debt, Equity |
| SECURITIES | (Euroclear Bank SA/NV) | |
| MARKET | ||
| CBL | Internationally Traded Debt, Equity | |
| (Clearstream Banking S.A.) | ||
| IRELAND | EUI | Equity, Corporate Debt |
| (Euroclear U.K. & Ireland Limited) | ||
| ISRAEL | TASE-CH | Equity, Corporate Debt, Government Debt |
| (Tel-Aviv Stock Exchange Clearing House | ||
| Ltd.) | ||
| ITALY | Monte Titoli | Equity, Corporate Debt, Government Debt |
| (Monte Titoli S.p.A.) | ||
| JAPAN | JASDEC | Equity, Corporate Debt |
| (Japan Securities Depository Center, | ||
| Incorporated) | ||
| BOJ | Government Debt | |
| (Bank of Japan) | ||
| JORDAN | SDC | Equity, Corporate Debt |
| (Securities Depository Center) | ||
| KAZAKHSTAN | KACD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository Joint-Stock | ||
| Company) | ||
| KENYA | CDS | Government Debt |
| (Central Bank of Kenya - Central | ||
| Depository System) | ||
| CDSC | Equity, Corporate Debt | |
| (Central Depository and Settlement | ||
| Corporation Limited) | ||
| KUWAIT | KCC | Equity, Corporate Debt |
| (The Kuwait Clearing Company K.S.C.) | ||
| LATVIA | LCD | Equity, Corporate Debt, Government Debt |
| (Latvian Central Depository) | ||
| LITHUANIA | CSDL | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository of | ||
| Lithuania) | ||
| LUXEMBOURG | CBL | Equity, Corporate Debt, Government Debt |
| (Clearstream Banking S.A.) | ||
| MALAYSIA | Bursa Depository | Equity, Corporate Debt |
| (Bursa Malaysia Depository Sdn Bhd) | ||
| BNM | Government Debt | |
| (Bank Negara Malaysia) | ||
| MAURITIUS | CDS | Equity, Corporate Debt |
| (Central Depository & Settlement Co. Ltd) | ||
| BOM | Government Debt | |
| (Bank of Mauritius) | ||
| MEXICO | Indeval | Equity, Corporate Debt, Government Debt |
| (S.D. Indeval S.A. de C.V.) | ||
| MOROCCO | Maroclear | Equity, Corporate Debt, Government Debt |
| (Maroclear) | ||
| NETHERLANDS | Euroclear Nederland | Equity, Corporate Debt, Government Debt |
| (Euroclear Nederland) | ||
| NEW ZEALAND | NZCSD | Equity, Corporate Debt, Government Debt |
| (New Zealand Central Securities | ||
| Depository Limited) | ||
| NIGERIA | CSCS | Equity, Corporate Debt |
| (Central Securities Clearing System Plc) | ||
| CBN | Government Debt | |
| (Central Bank of Nigeria) | ||
| NORWAY | VPS | Equity, Corporate Debt, Government Debt |
| (Verdipapirsentralen ASA) | ||
| OMAN | MCD | Equity, Corporate Debt, Government Debt |
| (Muscat Clearing and Depository Co. | ||
| (S.A.O.C)) | ||
| PAKISTAN | SBP | Government Debt |
| (State Bank of Pakistan) | ||
| CDC | Equity, Corporate Debt | |
| (Central Depository Company of Pakistan | ||
| Limited) | ||
| PERU | CAVALI | Equity, Corporate Debt, Government Debt |
| (CAVALI S.A. I.C.L.V.) | ||
| PHILIPPINES | PDTC | Equity, Corporate Debt |
| (Philippine Depository and Trust | ||
| Corporation) | ||
| RoSS | Government Debt | |
| (Bureau of Treasury - Registry of Scripless | ||
| Securities) | ||
| POLAND | KDPW | Equity, Corporate Debt, Long-Term |
| (Krajowy Depozyt Papierów | Government Debt | |
| Wartosciowych S.A.) | ||
| RPW | Short-Term Government Debt | |
| (National Bank of Poland - Registry of | ||
| Securities) | ||
| PORTUGAL | INTERBOLSA | Equity, Corporate Debt, Government Debt |
| (Sociedade Gestora de Sistemas de | ||
| Liquidação e de Sistemas Centralizados de | ||
| Valores Mobiliários, S.A.) | ||
| QATAR | QCSD | Equity, Government Debt |
| (Qatar Central Securities Depository) | ||
| ROMANIA | CD S.A. | Equity, Corporate Debt |
| (Central Depository S.A.) | ||
| NBR | Government Debt | |
| (National Bank of Romania) | ||
| RUSSIA | NSD | Equity, Corporate Debt, Government Debt |
| (National Settlement Depository) | ||
| SAUDI ARABIA | SDCC | Equity, Corporate Debt, Government Debt |
| (Securities Depository Center Company) | ||
| SERBIA | CSD | Equity, Corporate Debt, Government Debt |
| (Central Securities Depository and Clearing | ||
| House) | ||
| SINGAPORE | CDP | Equity, Corporate Debt, Government |
| (The Central Depository (Pte) Limited) | Securities | |
| MAS | Government Securities | |
| (Monetary Authority of Singapore) | ||
| SLOVAK | CDCP | Equity, Corporate Debt, Government Debt |
| REPUBLIC | (Centrálny depozitár cenných papierov SR, | |
| a.s.) | ||
| SLOVENIA | KDD | Equity, Corporate Debt, Government Debt |
| (Centralna klirinko depotna dru~ba d.d.) | ||
| SOUTH AFRICA | Strate | Equity, Corporate Debt, Government Debt |
| (Strate (Pty) Limited) | ||
| SOUTH KOREA | KSD | Equity, Corporate Debt, Government Debt |
| (Korea Securities Depository) | ||
| SPAIN | IBERCLEAR | Equity, Corporate Debt, Government Debt |
| (Sociedad de Sistemas) | ||
| SRI LANKA | CDS | Equity, Corporate Debt |
| (Central Depository Systems (Pvt.) Ltd.) | ||
| LankaSecure | Government Debt | |
| (Central Bank of Sri Lanka - LankaSecure) | ||
| SWEDEN | Euroclear Sweden | Equity, Corporate Debt, Government Debt |
| (Euroclear Sweden AB) | ||
| SWITZERLAND | SIS | Equity, Corporate Debt, Government Debt |
| (SIX SIS AG) | ||
| TAIWAN | TDCC | Equity, Corporate Debt |
| (Taiwan Depository and Clearing | ||
| Corporation) | ||
| CBC | Government Debt | |
| (Central Bank of the Republic of China | ||
| (Taiwan)) | ||
| TANZANIA | CDS | Equity, Corporate Debt |
| (Dar es Salaam Stock Exchange Central | ||
| Depository System) | ||
| THAILAND | TSD | Equity, Corporate Debt, Government Debt |
| (Thailand Securities Depository Company | ||
| Limited) | ||
| TRINIDAD AND | TTCD | Equity, Corporate Debt, Government Debt |
| TOBAGO | (Trinidad and Tobago Central Depository | |
| Limited) | ||
| TUNISIA | Tunisie Clearing | Equity, Corporate Debt, Government Debt |
| (Tunisie Clearing) | ||
| TURKEY | CBRT | Government Debt |
| (Türkiye Cumhuriyet Merkez Bankasi | ||
| A.S.) | ||
| CRA | Equity, Corporate Debt, Government Debt | |
| (Merkezi Kayit Kurulusu A.S.) | ||
| UGANDA | CSD | Government Debt |
| (Bank of Uganda - Central Securities | ||
| Depository) | ||
| SCD | Equity, Corporate Debt | |
| (Uganda Securities Exchange - Securities | ||
| Central Depository) | ||
| UKRAINE | NDU | Equity, Corporate Debt |
| (National Depository of Ukraine) | ||
| UNITED ARAB | ADX | Equity, Corporate Debt, Government Debt |
| EMIRATES - ADX | (Abu Dhabi Securities Exchange) | |
| UNITED ARAB | DFM | Equity, Corporate Debt, Government Debt |
| EMIRATES - DFM | (Dubai Financial Market) | |
| UNITED ARAB | NASDAQ Dubai | Corporate Debt |
| EMIRATES - | (NASDAQ Dubai Limited) | |
| NASDAQ DUBAI | ||
| UNITED | EUI | Equity, Corporate Debt, Government Debt |
| KINGDOM | (Euroclear U.K. & Ireland Limited) | |
| UNITED STATES | FRB | Government Debt, Mortgage Backed |
| (Federal Reserve Bank) | Securities | |
| DTC | Equity, Corporate Debt | |
| (Depository Trust Company) | ||
| URUGUAY | BCU | Government Debt |
| (Banco Central del Uruguay) | ||
| VENEZUELA | CVV | Equity, Corporate Debt |
| (Caja Venezolana de Valores, S.A.) | ||
| BCV | Government Debt | |
| (Banco Central de Venezuela) | ||
| VIETNAM | VSD | Equity, Corporate Debt, Government Debt |
| (Vietnam Securities Depository) | ||
| WAEMU - BENIN, | DC/BR | Equity, Corporate Debt, Government Debt |
| BURKINA FASO, | (Le Dépositaire Central / Banque de | |
| GUINEA-BISSAU, | Règlement) | |
| IVORY COAST, | ||
| MALI, NIGER, | ||
| SENEGAL, TOGO | ||
| ZAMBIA | LuSE CSD | Equity, Corporate Debt, Treasury Bonds |
| (Lusaka Stock Exchange Central Shares | ||
| Depository) | ||
| BoZ | Government Debt | |
| (Bank of Zambia) | ||
| ZIMBABWE | CDC | Equity |
| (Chengetedzai Depository Company | ||
| Limited) | ||
This document is for information only and its contents are subject to change. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. Neither this document nor any of its contents may be disclosed to any third party or used for any other purpose without the proper written consent of J.P. Morgan. J.P. Morgan has gathered the information from a source it considers reliable, however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.
EXHIBIT 1Amendment 2
| The following is an amendment, dated as of December 22, 2017 (Amendment), to the Amended and |
| Restated Global Custody Agreement, dated August 14, 2017, as amended from time to time (the |
| Agreement), by and between JPMorgan Chase Bank, N.A. (Bank) and each open-end management |
| investment company listed on Exhibit 1 thereto (each, a Trust). This Amendment serves to update the |
| names of the Trusts and certain of their portfolios (each, a Fund) listed on Exhibit 1. Bank and |
| Customer hereby agree that all of the terms and conditions as set forth in the Agreement are hereby |
| incorporated by reference with respect to the following Trusts and Funds listed below. Capitalized terms |
| used but not defined in this Amendment have the meanings ascribed to them in the Agreement. |
| Vanguard Admiral Funds |
| Vanguard S&P 500 Growth Index Fund |
| Vanguard S&P 500 Value Index Fund |
| Vanguard S&P Mid-Cap 400 Growth Index Fund |
| Vanguard S&P Mid-Cap 400 Index Fund |
| Vanguard S&P Mid-Cap 400 Value Index Fund |
| Vanguard S&P Small-Cap 600 Growth Index Fund |
| Vanguard S&P Small-Cap 600 Index Fund |
| Vanguard S&P Small-Cap 600 Value Index Fund |
| Vanguard Bond Index Funds |
| Vanguard Inflation-Protected Securities Fund |
| Vanguard Intermediate-Term Bond Index Fund |
| Vanguard Long-Term Bond Index Fund |
| Vanguard Short-Term Bond Index Fund |
| Vanguard Total Bond Market Index Fund |
| Vanguard Total Bond Market II Index Fund |
| Vanguard Chester Funds |
| Vanguard Institutional Target Retirement 2015 Fund |
| Vanguard Institutional Target Retirement 2020 Fund |
| Vanguard Institutional Target Retirement 2025 Fund |
| Vanguard Institutional Target Retirement 2030 Fund |
| Vanguard Institutional Target Retirement 2035 Fund |
| Vanguard Institutional Target Retirement 2040 Fund |
| Vanguard Institutional Target Retirement 2045 Fund |
| Vanguard Institutional Target Retirement 2050 Fund |
| Vanguard Institutional Target Retirement 2055 Fund |
| Vanguard Institutional Target Retirement 2060 Fund |
| Vanguard Institutional Target Retirement 2065 Fund |
| Vanguard Institutional Target Retirement Income Fund |
| Vanguard Target Retirement 2015 Fund |
| Vanguard Target Retirement 2020 Fund |
| Vanguard Target Retirement 2025 Fund |
| Vanguard Target Retirement 2030 Fund |
| Vanguard Target Retirement 2035 Fund |
| Vanguard Target Retirement 2040 Fund |
| Vanguard Target Retirement 2045 Fund |
Vanguard Target Retirement 2050 Fund Vanguard Target Retirement 2055 Fund Vanguard Target Retirement 2060 Fund Vanguard Target Retirement 2065 Fund Vanguard Target Retirement Income Fund
Vanguard Fixed Income Securities Funds Vanguard GNMA Fund Vanguard REIT II Index Fund Vanguard Index Funds Vanguard Extended Market Index Fund1 Vanguard Mid-Cap Growth Index Fund Vanguard Mid-Cap Index Fund1 Vanguard Mid-Cap Value Index Fund Vanguard Small-Cap Growth Index Fund1 Vanguard Small-Cap Index Fund Vanguard Small-Cap Value Index Fund1 Vanguard Total Stock Market Index Fund
Vanguard International Equity Index Funds
Vanguard Emerging Markets Stock Index Fund2
Vanguard Malvern Funds Vanguard Core Bond Fund2
Vanguard Institutional Intermediate-Term Bond Fund2 Vanguard Institutional Short-Term Bond Fund2
Vanguard Scottsdale Funds
Vanguard Intermediate-Term Corporate Bond Index Fund Vanguard Intermediate-Term Treasury Index Fund Vanguard Long-Term Corporate Bond Index Fund Vanguard Long-Term Treasury Index Fund Vanguard Mortgage-Backed Securities Index Fund Vanguard Short-Term Corporate Bond Index Fund Vanguard Short-Term Treasury Index Fund Vanguard Total Corporate Bond ETF
Vanguard Specialized Funds
Vanguard Precious Metals and Mining Fund Vanguard REIT Index Fund1 Vanguard STAR Funds Vanguard LifeStrategy Conservative Growth Fund Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Income Fund Vanguard LifeStrategy Moderate Growth Fund Vanguard STAR Fund2 Vanguard Total International Stock Index Fund
Vanguard Tax-Managed Funds
Vanguard Tax-Managed Balanced Fund Vanguard Tax-Managed Capital Appreciation Fund1 Vanguard Tax-Managed Small-Cap Fund1
Vanguard Trustees Equity Fund Vanguard Diversified Equity Fund1 Vanguard International Value Fund2 Vanguard Valley Forge Funds Vanguard Balanced Index Fund Vanguard Managed Payout Fund1 Vanguard Variable Insurance Funds Conservative Allocation Portfolio1 Equity Index Portfolio2 Global Bond Index Portfolio Mid-Cap Index Portfolio2 Moderate Allocation Portfolio1 REIT Index Portfolio2
Total International Stock Market Index Portfolio Total Stock Market Index Portfolio1 Vanguard Wellington Fund Vanguard Wellington Fund
Vanguard Whitehall Funds
Vanguard High Dividend Yield Index Fund2 Vanguard International Explorer Fund
Vanguard World Fund
Vanguard Extended Duration Treasury Index Fund Vanguard Global Wellesley Income Fund Vanguard Global Wellington Fund
(Rest of page left intentionally blank)
1 Effective on or about February 20, 2018, or as otherwise agreed by the parties.
2 Effective on or about March 22, 2018, or as otherwise agreed by the parties.
| Bank and each following Customer hereby agree that all of the terms and conditions as set forth in |
| the Agreement except for Sections 2.1 and 2.2 are hereby incorporated by reference with respect |
| to the Trusts and Funds listed below limited to their use of account number P 62749 in Vanguard |
| Directly Managed Securities Lending transactions: |
| Vanguard Chester Funds |
| Vanguard PRIMECAP Fund |
| Vanguard Explorer Fund |
| Vanguard Explorer Fund |
| Vanguard Fenway Funds |
| Vanguard Equity Income Fund |
| Vanguard PRIMECAP Core Fund |
| Vanguard Horizon Funds |
| Vanguard Capital Opportunity Fund |
| Vanguard Global Equity Fund |
| Vanguard Strategic Equity Fund |
| Vanguard Strategic Small-Cap Equity Fund |
| Vanguard Index Funds |
| Vanguard Extended Market Index Fund |
| Vanguard 500 Index Fund |
| Vanguard Large-Cap Index Fund |
| Vanguard Mid-Cap Index Fund |
| Vanguard Small Cap Growth Index Fund |
| Vanguard Small Cap Value Index Fund |
| Vanguard Value Index Fund |
| Vanguard Institutional Index Funds |
| Vanguard Institutional Index Fund |
| Vanguard Institutional Total Stock Market Index Fund |
| Vanguard Malvern Funds |
| Vanguard Capital Value Fund |
| Vanguard U.S. Value Fund |
| Vanguard Morgan Growth Fund |
| Vanguard Morgan Growth Fund |
| Vanguard Quantitative Funds |
| Vanguard Growth and Income Fund |
| Vanguard Structured Broad Market Fund |
| Vanguard Structured Large-Cap Equity Fund |
| Vanguard Scottsdale Funds |
| Vanguard Explorer Value Fund |
| Vanguard Russell 1000 Index Fund |
| Vanguard Russell 1000 Value Index Fund |
| Vanguard Russell 1000 Growth Index Fund |
| Vanguard Russell 2000 Index Fund |
| Vanguard Russell 2000 Value Index Fund |
| Vanguard Russell 2000 Growth Index Fund |
| Vanguard Russell 3000 Index Fund |
| Vanguard Specialized Funds |
| Vanguard Dividend Growth Fund |
| Vanguard Energy Fund |
| Vanguard REIT Index Fund |
| Vanguard Trustees Equity Fund |
| Vanguard Emerging Markets Select Stock Fund |
| Vanguard International Value Fund |
| Vanguard Variable Insurance Funds |
| Vanguard Balanced Portfolio |
| Vanguard Capital Growth Portfolio |
| Vanguard Diversified Value Portfolio |
| Vanguard Equity Income Portfolio |
| Vanguard Equity Index Portfolio |
| Vanguard Growth Portfolio |
| Vanguard Mid-Cap Index Portfolio |
| Vanguard REIT Index Portfolio |
| Vanguard Small Company Growth Portfolio |
| Vanguard International Portfolio |
| Vanguard Whitehall Funds |
| Vanguard Global Minimum Volatility Fund |
| Vanguard High Dividend Yield Index Fund |
| Vanguard Mid-Cap Growth Fund |
| Vanguard Selected Value Fund |
| Vanguard Windsor Funds |
| Vanguard Windsor Fund |
| Vanguard Windsor II Fund |
| Vanguard World Fund |
| Vanguard Consumer Discretionary Index Fund |
| Vanguard Consumer Staples Index Fund |
| Vanguard Energy Index Fund |
| Vanguard FTSE Social Index Fund |
| Vanguard Financials Index Fund |
| Vanguard Health Care Index Fund |
| Vanguard Industrials Index Fund |
| Vanguard Information Technology Index Fund |
| Vanguard Materials Index Fund |
| Vanguard Mega Cap Index Fund |
| Vanguard Mega Cap Growth Index Fund |
| Vanguard Mega Cap Value Index Fund |
| Vanguard Telecommunications Services Index Fund |
| Vanguard U.S. Growth Fund |
| Vanguard Utilities Index Fund |
(Rest of page left intentionally blank)
IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute and deliver this Amendment as of the date set forth above.
| JPMORGAN CHASE BANK, N.A. | EACH OF THE OPEN-END MANAGEMENT | |
| INVESTMENT COMPANIES LISTED ON | ||
| EXHIBIT 1 HERETO | ||
| By: | By: | |
| Name: | Name: | Thomas J. Higgins |
| Title: | Title: | Chief Financial Officer |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Vanguard Variable Insurance Funds of our reports dated February 13, 2019, relating to the financial statements and financial highlights, which appear in Balanced Portfolio, Capital Growth Portfolio, Diversified Value Portfolio, Equity Income Portfolio, Global Bond Index Portfolio, Growth Portfolio, High Yield Bond Portfolio, International Portfolio, Money Market Portfolio, Short-Term Investment-Grade Portfolio, Small Company Growth Portfolio and Total Bond Market Index Portfolios Annual Reports on Form N-CSR for the year ended December 31, 2018, and of our reports dated February 14, 2019, relating to the financial statements and financial highlights, which appear in Conservative Allocation Portfolio, Moderate Allocation Portfolio, Equity Index Portfolio, Mid-Cap Index Portfolio, Real Estate Index Portfolio, Total International Stock Market Index Portfolio and Total Stock Market Index Portfolios Annual Reports on Form N-CSR for the year ended December 31, 2018. We also consent to the references to us under the headings Financial Statements, Service ProvidersIndependent Registered Public Accounting Firm and Financial Highlights in such Registration Statement.
/s/PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
April 24, 2019
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I. INTRODUCTION
This Multiple Class Plan (the Plan) describes seven separate classes of shares that may be offered by investment company members of The Vanguard Group of Mutual Funds (collectively the Funds, individually a Fund). The Plan has been adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940 (the 1940 Act) to allow each Fund to offer multiple classes of shares in a manner permitted by Rule 18f-3, subject to the requirements imposed by the Rule. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group, Inc. (VGI). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund (Fund Board), including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares
Admiral Shares
Institutional Shares
Institutional Plus Shares
Institutional Select Shares
ETF Shares
Transition Shares
III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by VGI business line depending on the eligibility of the client segments to whom they market. Each Fund retains sole discretion in determining share class availability, and VGI retains discretion in determining whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. Investor Shares
Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to
1
time. It is expected that the minimum investment amount for Investor Shares of a Fund will normally be lower than the amount required for any other class of shares of that Fund. Investor Shares are typically distributed by all VGI business lines.
B. Admiral Shares
Admiral Shares generally will be available to retail, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested in the Fund; or (ii) any other factors deemed appropriate by a Funds Board. Admiral Shares are typically distributed by all VGI business lines.
C. Institutional Shares
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
D. Institutional Plus Shares
Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for Institutional Shares. Institutional Plus Shares are typically distributed by VGIs financial advisory services and institutional business lines.
E. Institutional Select Shares
Institutional Select Shares generally will be available to institutional investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Select Shares will be the highest among all Fund share classes. Institutional Select Shares are typically distributed by VGIs institutional business line.
F. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who generally pay for their ETF shares by depositing a prescribed basket consisting predominantly of securities with the Fund. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in
2
Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all VGI business lines.
G. Transition Shares
Transition Shares generally will be available solely to Funds that operate as Funds-of-Funds and meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
Shareholders in all share classes will receive a range of shareholder services provided by VGI. These services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. Each share class will bear its proportionate share of VGIs cost of providing such services in accordance with Section VI of the Plan.
V. CONVERSION FEATURES
A. Self-Directed Conversions
1. Conversion into Investor Shares, Admiral Shares, Institutional Shares Institutional Plus Shares, and Institutional Select Shares.
Shareholders may conduct self-directed conversions from one share class into another share class of the same Fund for which they are eligible. Self-directed conversions may be initiated by the shareholder; however, depending upon the particular share class and the complexity of the shareholders accounts, such conversions may require the assistance of a VGI representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder meets the then applicable eligibility requirements for the share class into which they are converting. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs receipt of the shareholders request in good order.
2. Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same Fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs receipt of the shareholders
3
request in good order. VGI or the Fund may charge an administrative fee to process conversion transactions.
B. Automatic Conversions
1. Automatic conversion into Admiral Shares. VGI may automatically convert Investor Shares into Admiral Shares of the same Fund (if available), provided that following the conversion the shareholder meets the eligibility requirements for Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after VGIs conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may not apply to certain financial types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by VGI management).
2. Automatic conversion into Institutional Shares, Institutional Plus Shares, or Institutional Select Shares. VGI may conduct automatic conversions of any share class into either Institutional Shares, Institutional Plus Shares, or Institutional Select Shares in accordance with then-current eligibility requirements.
C. Involuntary Conversions and Cash Outs
1. Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may, if permitted under applicable law, cash out the shareholders remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Funds normal redemption fees, if any.
2. Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholders holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the shareholder, and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge.
3. Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time.
VI. EXPENSE ALLOCATION AMONG CLASSES
A. Background
VGI is a jointly-owned subsidiary of the Funds. VGI provides the Funds, on an
4
at-cost basis, virtually all of their corporate management, administrative and distribution services. VGI also may provide investment advisory services on an at-cost basis to the Funds. VGI was established and operates pursuant to a Funds Service Agreement between itself and the Funds (the Agreement), and pursuant to certain exemptive orders granted by the U.S. Securities and Exchange Commission (Exemptive Orders). VGIs direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such Funds in accordance with methods specified in the Agreement or such other methods as may be approved by the Board of Directors of VGI (VGI Board) as permitted under the Agreement and by the Fund Board.1
B. Class Specific Expenses
1. Expenses for Account-Based Services. Expenses associated with VGIs provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:
(a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Funds share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; and (ii) the percentage of total account transactions performed by VGI for each class.
(b) Expenses of special servicing arrangements. Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Funds share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.
(c) Literature production and mailing expenses. Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Funds share classes based upon the number of such items produced and mailed for each class.
2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
1 In accordance with the methods set out in the Agreement and VGI Board and Fund Board approved methods, the expenses that would otherwise have been allocated to each Fund that operates as a Fund-of-Funds are reallocated to the approved share class of the underlying Funds in the Fund-of-Funds portfolio on a pro rata basis based on the Fund-of-Funds relative net assets invested in the underlying Funds share class.
5
C. Fund-Wide Expenses
1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the Vanguard Modified Formula, with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation
has been deemed an appropriate allocation methodology by each Fund Board under paragraph (c)(1)(v) of Rule 18f-3 under the 1940 Act.
2. Asset Management Expenses. Expenses associated with management of a Funds assets (including all advisory, tax preparation and custody fees) will be allocated among the Funds share classes on the basis of their relative net assets.
3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.
VII. ALLOCATION OF INCOME, GAINS AND LOSSES
Income, gains and losses will be allocated among each Funds share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.
VIII. VOTING AND OTHER RIGHTS
Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.
6
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of VGI.
Original Board Approval: July 21, 2000
Last Approved by Board: November 30, 2018
7
SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Admiral Funds | ||
| · | Treasury Money Market Fund | Investor |
| · | S&P 500 Value Index Fund | Institutional, ETF |
| · | S&P 500 Growth Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Value Index Fund | Institutional, ETF |
| · | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
| · | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
| Vanguard Bond Index Funds | ||
| · | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Long-Term Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Total Bond Market II Index Fund | Investor, Institutional |
| · | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
| Vanguard California Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Charlotte Funds | ||
| · | Total International Bond Index Fund | Investor, Admiral, Institutional, |
| Institutional Select, ETF | ||
| · | Global Credit Bond Fund | Investor, Admiral |
1
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Chester Funds | ||
| · | PRIMECAP Fund | Investor, Admiral |
| · | Target Retirement Income Fund | Investor |
| · | Target Retirement 2010 Fund | Investor |
| · | Target Retirement 2015 Fund | Investor |
| · | Target Retirement 2020 Fund | Investor |
| · | Target Retirement 2025 Fund | Investor |
| · | Target Retirement 2030 Fund | Investor |
| · | Target Retirement 2035 Fund | Investor |
| · | Target Retirement 2040 Fund | Investor |
| · | Target Retirement 2045 Fund | Investor |
| · | Target Retirement 2050 Fund | Investor |
| · | Target Retirement 2055 Fund | Investor |
| · | Target Retirement 2060 Fund | Investor |
| · | Target Retirement 2065 Fund | Investor |
| · | Institutional Target Retirement Income Fund | Institutional |
| · | Institutional Target Retirement 2010 Fund | Institutional |
| · | Institutional Target Retirement 2015 Fund | Institutional |
| · | Institutional Target Retirement 2020 Fund | Institutional |
| · | Institutional Target Retirement 2025 Fund | Institutional |
| · | Institutional Target Retirement 2030 Fund | Institutional |
| · | Institutional Target Retirement 2035 Fund | Institutional |
| · | Institutional Target Retirement 2040 Fund | Institutional |
| · | Institutional Target Retirement 2045 Fund | Institutional |
| · | Institutional Target Retirement 2050 Fund | Institutional |
| · | Institutional Target Retirement 2055 Fund | Institutional |
| · | Institutional Target Retirement 2060 Fund | Institutional |
| · | Institutional Target Retirement 2065 Fund | Institutional |
| Vanguard Explorer Fund | Investor, Admiral | |
| Vanguard Fenway Funds | ||
| · | Equity Income Fund | Investor, Admiral |
| · | Growth Equity Fund | Investor |
| · | PRIMECAP Core Fund | Investor |
| Vanguard Fixed Income Securities Funds | ||
| · | Ultra-Short-Term Bond Fund | Investor, Admiral |
| · | Real Estate II Index Fund | Institutional Plus |
| · | Short-Term Treasury Fund | Investor, Admiral |
| · | Short-Term Federal Fund | Investor, Admiral |
| · | Short-Term Investment-Grade Fund | Investor, Admiral, Institutional |
| · | Intermediate-Term Treasury Fund | Investor, Admiral |
| · | Intermediate-Term Investment-Grade Fund | Investor, Admiral |
| · | GNMA Fund | Investor, Admiral |
2
| Vanguard Fund | Share Classes Authorized | |
| · | Long-Term Treasury Fund | Investor, Admiral |
| · | Long-Term Investment-Grade Fund | Investor, Admiral |
| · | High-Yield Corporate Fund | Investor, Admiral |
| Vanguard Horizon Funds | ||
| · | Capital Opportunity Fund | Investor, Admiral |
| · | Global Equity Fund | Investor |
| · | Strategic Equity Fund | Investor |
| · | Strategic Small-Cap Equity Fund | Investor |
| Vanguard Index Funds | ||
| · | 500 Index Fund | Investor, Admiral, Institutional Select, ETF |
| · | Extended Market Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, ETF | ||
| · | Growth Index Fund | Investor, Admiral, Institutional, ETF |
| · | Large-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| · | Mid-Cap Growth Index Fund | Investor, Admiral, ETF |
| · | Mid-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Mid-Cap Value Index Fund | Investor, Admiral, ETF |
| · | Small-Cap Growth Index Fund | Investor, Admiral, Institutional, ETF |
| · | Small-Cap Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, ETF | ||
| · | Small-Cap Value Index Fund | Investor, Admiral, Institutional, ETF |
| · | Total Stock Market Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, Institutional Select, ETF | ||
| · | Value Index Fund | Investor, Admiral, Institutional, ETF |
| Vanguard Institutional Index Funds | ||
| · | Institutional Index Fund | Institutional, Institutional Plus |
| · | Institutional Total Stock Market Index Fund | Institutional, Institutional Plus |
| Vanguard International Equity Index Funds | ||
| · | Emerging Markets Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Emerging Markets ETF | ETF | |
| · | European Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Europe ETF | ETF | |
| · | FTSE All-World ex US Index Fund | Investor, Admiral, Institutional, Institutional |
| Plus, ETF | ||
| · | Pacific Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Pacific ETF | ETF | |
| · | Total World Stock Index Fund | Investor, Admiral, Institutional, ETF |
| · | FTSE All World ex-US Small-Cap Index Fund | Investor, Admiral, Institutional, ETF |
| · | Global ex-U.S. Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
3
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Malvern Funds | ||
| · | Capital Value Fund | Investor |
| · | Short-Term Inflation-Protected Securities | |
| Index Fund | Investor, Admiral, Institutional, ETF | |
| · | U.S. Value Fund | Investor |
| · | Institutional Short-Term Bond Fund | Institutional Plus |
| · | Institutional Intermediate-Term Bond Fund | Institutional Plus |
| · | Core Bond Fund | Investor, Admiral |
| · | Emerging Markets Bond Fund | Investor, Admiral |
| Vanguard Massachusetts Tax-Exempt Funds | ||
| · | Massachusetts Tax-Exempt Fund | Investor |
| Vanguard Money Market Funds | ||
| · | Prime Money Market Fund | Investor, Admiral |
| · | Federal Money Market Fund | Investor |
| Vanguard Montgomery Funds | ||
| · | Market Neutral Fund | Investor, Institutional |
| Vanguard Municipal Bond Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Short-Term Tax-Exempt Fund | Investor, Admiral |
| · | Limited-Term Tax-Exempt Fund | Investor, Admiral |
| · | Intermediate-Term Tax-Exempt Fund | Investor, Admiral |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| · | High-Yield Tax-Exempt Fund | Investor, Admiral |
| · | Tax-Exempt Bond Index Fund | Investor, Admiral, ETF |
| Vanguard New Jersey Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard New York Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
| Vanguard Ohio Tax-Free Funds | ||
| · | Long-Term Tax-Exempt Fund | Investor |
| Vanguard Pennsylvania Tax-Free Funds | ||
| · | Municipal Money Market Fund | Investor |
| · | Long-Term Tax-Exempt Fund | Investor, Admiral |
4
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Quantitative Funds | ||
| · | Growth and Income Fund | Investor, Admiral |
| Vanguard Scottsdale Funds | ||
| · | Short-Term Treasury Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Treasury Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Treasury Index Fund | Institutional, Admiral, ETF |
| · | Short-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Intermediate-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Long-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
| · | Mortgage-Backed Securities Index Fund | Institutional, Admiral, ETF |
| · | Explorer Value Fund | Investor |
| · | Russell 1000 Index Fund | Institutional, ETF |
| · | Russell 1000 Value Index Fund | Institutional, ETF |
| · | Russell 1000 Growth Index Fund | Institutional, ETF |
| · | Russell 2000 Index Fund | Institutional, ETF |
| · | Russell 2000 Value Index Fund | Institutional, ETF |
| · | Russell 2000 Growth Index Fund | Institutional, ETF |
| · | Russell 3000 Index Fund | Institutional, ETF |
| · | Total Corporate Bond ETF | ETF |
| · | Total World Bond ETF | ETF |
| Vanguard Specialized Funds | ||
| · | Energy Fund | Investor, Admiral |
| · | Global Capital Cycles Fund | Investor |
| · | Health Care Fund | Investor, Admiral |
| · | Dividend Growth Fund | Investor |
| · | Real Estate Index Fund | Investor, Admiral, Institutional, ETF |
| · | Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| Vanguard STAR Funds | ||
| · | LifeStrategy Conservative Growth Fund | Investor |
| · | LifeStrategy Growth Fund | Investor |
| · | LifeStrategy Income Fund | Investor |
| · | LifeStrategy Moderate Growth Fund | Investor |
| · | STAR Fund | Investor |
| · | Total International Stock Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus, Institutional Select, | ||
| ETF | ||
| Vanguard Tax-Managed Funds | ||
| · | Tax-Managed Balanced Fund | Admiral |
| · | Tax-Managed Capital Appreciation Fund | Admiral, Institutional |
| · | Developed Markets Index Fund | Investor, Admiral, Institutional, |
| Institutional Plus | ||
| FTSE Developed Markets ETF | ETF | |
| · | Tax-Managed Small-Cap Fund | Admiral, Institutional |
5
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Trustees Equity Fund | ||
| · | International Value Fund | Investor |
| · | Diversified Equity Fund | Investor |
| · | Emerging Markets Select Stock Fund | Investor |
| · | Alternative Strategies Fund | Investor |
| Vanguard Valley Forge Funds | ||
| · | Balanced Index Fund | Investor, Admiral, Institutional |
| · | Managed Payout Fund | Investor |
| Vanguard Variable Insurance Funds | ||
| · | Balanced Portfolio | Investor |
| · | Conservative Allocation Portfolio | Investor |
| · | Diversified Value Portfolio | Investor |
| · | Equity Income Portfolio | Investor |
| · | Equity Index Portfolio | Investor |
| · | Growth Portfolio | Investor |
| · | Global Bond Index Portfolio | Investor |
| · | Total Bond Market Index Portfolio | Investor |
| · | High Yield Bond Portfolio | Investor |
| · | International Portfolio | Investor |
| · | Mid-Cap Index Portfolio | Investor |
| · | Moderate Allocation Portfolio | Investor |
| · | Money Market Portfolio | Investor |
| · | Real Estate Index Portfolio | Investor |
| · | Short-Term Investment Grade Portfolio | Investor |
| · | Small Company Growth Portfolio | Investor |
| · | Capital Growth Portfolio | Investor |
| · | Total International Stock Market Index Portfolio | Investor |
| · | Total Stock Market Index Portfolio | Investor |
| Vanguard Wellesley Income Fund | Investor, Admiral | |
| Vanguard Wellington Fund | ||
| · | U.S. Liquidity Factor ETF | ETF |
| · | U.S. Minimum Volatility ETF | ETF |
| · | U.S. Momentum Factor ETF | ETF |
| · | U.S. Multifactor ETF | ETF |
| · | U.S. Multifactor Fund | Admiral |
| · | U.S. Quality Factor ETF | ETF |
| · | U.S. Value Factor ETF | ETF |
| · | Wellington Fund | Investor, Admiral |
6
| Vanguard Fund | Share Classes Authorized | |
| Vanguard Whitehall Funds | ||
| · | Selected Value Fund | Investor |
| · | Mid-Cap Growth Fund | Investor |
| · | International Explorer Fund | Investor |
| · | High Dividend Yield Index Fund | Investor, Admiral, ETF |
| · | Emerging Markets Government | |
| Bond Index Fund | Investor, Admiral, Institutional, ETF | |
| · | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
| · | International Dividend Appreciation Index Fund | Investor, Admiral, ETF |
| · | International High Dividend Yield Index Fund | Investor, Admiral, ETF |
| Vanguard Windsor Funds | ||
| · | Windsor Fund | Investor, Admiral |
| · | Windsor II Fund | Investor, Admiral |
| Vanguard World Fund | ||
| · | Extended Duration Treasury Index Fund | Institutional, Institutional Plus, ETF |
| · | FTSE Social Index Fund | Investor, Admiral, Institutional |
| · | Global Wellesley Income Fund | Investor, Admiral |
| · | Global Wellington Fund | Investor, Admiral |
| · | International Growth Fund | Investor, Admiral |
| · | Mega Cap Index Fund | Institutional, ETF |
| · | Mega Cap Growth Index Fund | Institutional, ETF |
| · | Mega Cap Value Index Fund | Institutional, ETF |
| · | U.S. Growth Fund | Investor, Admiral |
| · | Consumer Discretionary Index Fund | Admiral, ETF |
| · | Consumer Staples Index Fund | Admiral, ETF |
| · | Energy Index Fund | Admiral, ETF |
| · | Financials Index Fund | Admiral, ETF |
| · | Health Care Index Fund | Admiral, ETF |
| · | Industrials Index Fund | Admiral, ETF |
| · | Information Technology Index Fund | Admiral, ETF |
| · | Materials Index Fund | Admiral, ETF |
| · | Communication Services Index Fund | Admiral, ETF |
| · | Utilities Index Fund | Admiral, ETF |
| · | ESG U.S. Stock ETF | ETF |
| · | ESG International Stock ETF | ETF |
Original Board Approval: July 21, 2000 Last Updated: April 8, 2019
7
SCHEDULE B
to
VANGUARD FUNDS MULTIPLE CLASS
PLAN
VGI has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plans eligibility requirements.2 These policies are reviewed and monitored on an ongoing basis in conjunction with VGIs Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000 ($50,000 for Vanguard Treasury Money Market Fund). Personal Advisor Services clients, clients investing through financial intermediaries, and institutional clients may hold Investor Shares without restriction in Funds that do not offer Admiral Shares. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Financial intermediaries that serve as mutual fund supermarkets may only invest in Investor Shares of Funds in which Investor Shares are available and may not invest in other share classes of such Funds. Mutual fund supermarket means a program or platform offered by a financial intermediary through which such intermediarys retail clients may purchase and sell mutual funds offered by a variety of independent fund families on a self-directed basis without advice or recommendation from a financial advisor or broker. This definition may be changed or amended at any time and without prior notice as may be determined in the discretion of VGI management. Nothing in the definition of mutual fund supermarket should be construed to prohibit Vanguard Brokerage Services from offering the Funds other share classes to its eligible clients.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $3,000 for retail clients in index Funds and $50,000 for retail clients in actively-managed Funds. Personal Advisor Services clients, clients investing through financial intermediaries and institutional clients may hold Admiral Shares of both index and actively-managed Funds without restriction. Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares, and each Fund and VGI reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
· Certain Retirement Plans Admiral Shares of actively-managed Funds generally are not available for SIMPLE IRAs and Vanguard Individual 401(k) Plans.3· Mutual Fund Supermarkets Admiral Shares are not available to mutual fund supermarkets, except where a Fund does not have Investor Shares.
2 The eligibility of a Fund that operates as a Fund-of-Funds to invest in a particular share class of an underlying Fund is determined by VGI and the Fund Board.
3 Admiral Share classes of all Funds are available to 403(b) plan participants in Vanguards Retail 403(b) business, which is serviced by The Newport Group.
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Share class eligibility also is subject to the following special rules:4
· Retail clients. Retail clients may hold Institutional Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund.
· Financial intermediary clients. Financial intermediaries generally may hold Institutional Shares for the benefit of their underlying clients provided that:
(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlying investor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Home office model portfolios offered on wealth management platforms administered by financial intermediaries5 may offer Institutional Shares, provided:
(1) the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and (2) the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Shares for the Fund.
A home office model portfolio must meet the following criteria:
(1) the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); (2) the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
· Institutional clients. An institutional client may hold Institutional Shares if the total amount aggregated among all accounts held by such a client (including accounts held through financial intermediaries) and invested in the Fund is at least $5 million (or such higher minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker6 for each account; and (2) the total balance in each account in the Fund.
4 The following special rules also apply to Vanguard Prime Money Market Fund Admiral Shares. 5 For purposes of this Schedule B, this is not intended to include robo advisors.
6 For purposes of this Schedule B, a common-decision maker includes, but is not limited to, a corporate entity that controls multiple pools of assets invested in a Fund. For example, a corporate entity that acts as a plan sponsor for a retirement plan may have one or more investment committees or boards of trustees overseeing both the retirement plan account as well as other accounts invested in the Fund. In this case, the corporate entity would be considered a common-decision maker for each account where there is a common membership across each investment committee or governing body making investment decisions for each account. Common-decision makers do not include financial intermediaries.
· Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (Corresponding Funds) for purposes of meeting the investment minimum for Institutional Shares of the Corresponding Funds.
| Trust/Fund | Corresponding Fund |
| Vanguard Institutional Total Stock | Vanguard Total Stock Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total Stock | Vanguard Institutional Total Stock |
| Market Index Trust | Market Index Fund |
| Vanguard Institutional Total Bond | Vanguard Total Bond Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total | Vanguard Total International Stock |
| International Stock Market Index Trust | Market Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard Institutional Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard 500 Index Fund |
| Vanguard Institutional Extended Market | Vanguard Extended Market Index Fund |
| Index Trust | |
| Vanguard Employee Benefit Index | Vanguard Institutional Index Fund |
| Fund | |
| Vanguard Employee Benefit Index | Vanguard 500 Index Fund |
| Fund | |
| Vanguard Russell 1000 Growth Index | Vanguard Russell 1000 Growth Index |
| Trust | Fund |
| Vanguard Russell 1000 Value Index | Vanguard Russell 1000 Value Index |
| Trust | Fund |
| Vanguard Russell 2000 Growth Index | Vanguard Russell 2000 Growth Index |
| Trust | Fund |
| Vanguard Russell 2000 Value Index | Vanguard Russell 2000 Value Index |
| Trust | Fund |
| Vanguard Target Retirement Trust | Vanguard Institutional Target |
| Retirement Fund (full suite) |
· Investment by Vanguard Target Retirement Collective Trust. A Vanguard Target Retirement Trust that is a collective trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in underlying Funds (a TRT) may hold Institutional Shares of an underlying Fund whether or not its investment meets the minimum investment threshold specified above.
· Accumulation Period¾ Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Plus Share class eligibility also is subject to the following special rules:
· Retail clients. Retail clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, VGI management is authorized to permit aggregation of a greater number of accounts in the case of clients whose aggregate assets within the Funds are expected to generate substantial economies in the servicing of their accounts.
· Institutional clients. An institutional client may hold Institutional Plus Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $100 million (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) that the client acts as a common-decision maker for each account; and (2) the total balance in each account held in the Fund.
· Institutional clients with assets in certain Vanguard collective investment trusts and Funds.
Institutional clients with assets in the following collective investment trusts and Funds may aggregate such assets with assets invested in the corresponding Funds listed below in the right column (Corresponding Funds) for purposes of meeting the investment minimum for Institutional Plus Shares of the Corresponding Funds.
| Trust/Fund | Corresponding Fund |
| Vanguard Institutional Total Stock | Vanguard Total Stock Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total Stock | Vanguard Institutional Total Stock |
| Market Index Trust | Market Index Fund |
| Vanguard Institutional Total Bond | Vanguard Total Bond Market Index |
| Market Index Trust | Fund |
| Vanguard Institutional Total | Vanguard Total International Stock |
| International Stock Market Index Trust | Market Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard Institutional Index Fund |
| Vanguard Institutional 500 Index Trust | Vanguard 500 Index Fund |
| Vanguard Institutional Extended Market | Vanguard Extended Market Index Fund |
| Index Trust | |
| Vanguard Employee Benefit Index | Vanguard Institutional Index Fund |
| Fund |
| Vanguard Employee Benefit Index | Vanguard 500 Index Fund |
| Fund | |
| Vanguard Russell 1000 Growth Index | Vanguard Russell 1000 Growth Index |
| Trust | Fund |
| Vanguard Russell 1000 Value Index | Vanguard Russell 1000 Value Index |
| Trust | Fund |
| Vanguard Russell 2000 Growth Index | Vanguard Russell 2000 Growth Index |
| Trust | Fund |
| Vanguard Russell 2000 Value Index | Vanguard Russell 2000 Value Index |
| Trust | Fund |
| Vanguard Target Retirement Trust | Vanguard Institutional Target |
| Retirement Fund (full suite) |
· Financial intermediary clients. Financial intermediaries generally may hold Institutional Plus Shares for the benefit of their underlying clients provided that:
(1) each underlying investor individually meets the investment minimum amount described above; and (2) the financial intermediary agrees to monitor ongoing compliance of the underlyinginvestor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
Home office model portfolios offered on wealth management platforms administered by financial intermediaries may offer Institutional Plus Shares, provided:
(1) the financial intermediary in aggregate at the firm level, excluding custody assets, has total assets of at least $25 billion invested in Vanguard; and (2) the financial intermediary in aggregate at the firm level, excluding custody assets, meets the investment minimum of Institutional Plus Shares for the Fund.
A home office model portfolio must meet the following criteria:
(1) the allocations and Funds used in the model portfolios on the platform are set and selected by the financial intermediary (i.e., the firm itself); (2) the allocations and Funds used in the model portfolios on the platform are not subject to change by individual financial advisors; and (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
· Accumulation Period - Accounts funded through regular contributions (e.g., employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Plus Shares upon account creation, rather than undergoing the conversion process shortly after account set-up if VGI management determines that the account will become eligible for Institutional Plus Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
· Asset Allocation Models - Clients with defined asset allocation models whose assets meet eligibility requirements may qualify for Institutional Plus Shares if such models comply with policies and procedures that have been approved by VGI management.
Institutional Select Shares - Eligibility Requirements
Institutional Select Shares generally require a minimum initial investment and ongoing account balance of $3,000,000,000. However, each Fund and VGI also reserve the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Select Share class eligibility also is subject to the following special rules:
· Institutional clients. An institutional client may hold Institutional Select Shares if the total amount aggregated among all accounts held by such client (including accounts held through financial intermediaries) and invested in the Fund is at least $3 billion (or such higher or lower minimum required by the individual Fund). Such an institutional client must disclose to VGI on behalf of its accounts the following: (1) the client acts as a common-decision maker for each account; and (2) the total balance in each account in the Fund.
· Financial intermediary clients. Financial intermediaries generally may hold InstitutionalSelect 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 underlyinginvestor accounts with the investment minimum amount; or (3) an arrangement is established between VGI and the financial intermediary to allow VGI to monitor compliance with the eligibility requirements.
· Accumulation Period - Accounts funded through regular contributions (e.g. employer sponsored participant contribution plans), whose assets are expected to quickly achieve eligibility levels, may qualify for Institutional Select Shares upon account creation, rather than undergoing the conversion process shortly after account set-up, if VGI management determines that the account will become eligible for Institutional Select Shares within a limited period of time (generally 90 days). The accumulation period eligibility is subject to the discretion of VGI management.
· Investment by VGI collective investment trusts with a similar mandate. A VGI collective investment trust exempt from regulation under the Investment Company Act and that seeks to achieve its investment objective by investing in an underlying Fund with an index-based mandate may hold Institutional Select Shares of an underlying Fund with a similar index-based mandate whether or not its investment meets the minimum investment threshold specified above.
ETF Shares Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Funds registration statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized Participant, as defined in Paragraph III.F of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant Funds prospectus. The value of a Funds Creation Unit will vary with the net asset value of the
Funds ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket consisting predominantly of securities with the Fund.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Funds that operate as a Fund-of-Funds and only by an underlying Fund (i) that is receiving assets in kind from one or more Funds and (ii) that will transition those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000 Last Approved by Board: November 30, 2018
2200 ROSS AVENUE 31ST FLOOR DALLAS, TX 75201-2761 (214) 665-1900 www.barrowhanley.com
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC Revised December 31, 2018
| BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | ||
| CODE OF ETHICS | ||
| Table of Contents | ||
| Introduction | ii | |
| Definitions | iii | |
| I. | Policy for Possession of Material Non-Public Information (MNPI) | 1 |
| II. | Duty of Confidentiality | 3 |
| III. | Procedures for Access Persons | 4 |
| IV. | Exempted Transactions | 7 |
| V. | Compliance Procedures | 8 |
| VI. | Chief Compliance Officers Authority and Duties | 12 |
| VII. | Reporting of Violations | 12 |
| VIII. | Reporting to the Board of Managers | 13 |
| IX. | Sanctions | 13 |
| X. | Retention of Records | 14 |
| Exhibits | ||
| INITIAL REPORT OF ACCESS PERSONS | A | |
| ANNUAL REPORT OF ACCESS PERSONS | B | |
| QUARTERLY TRANSACTIONS REPORT OF ACCESS PERSONS | C | |
| PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM OF ACCESS PERSONS | D | |
| PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM OF ACCESS PERSONS | E | |
| LIST OF REPORTABLE FUNDS OF ACCESS PERSONS | F | |
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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, 2018. 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;
7. Establish procedures for employees to monitor the Firms business and uphold its ethical principles; and
8. Discourage excessive risk-taking in a Persons personal investment or in a clients account.
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;
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3. Actual or potential conflicts of interest; or
4. 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. Affiliate or Affiliated Company means a company which is an affiliate of the Firm through the OM Asset Management plc (OMAM) relationship.
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.
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E. Black-out Period means the time period designated by the CCO whereby an Access Person and Family Member must not trade a Reportable Security, see Trading Restrictions for Access Persons, Section D, page 12.
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. Direct Beneficial Interest means a Person has a direct interest as an owner of something or receives a direct benefit from an investment in a Reportable Security. A direct benefit may derive from, among other things, something owned by a Persons spouse or partner, or Family Trust.
J. 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.
K. Gift means cash or any item of value.
L. 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.
M. Indirect Beneficial Interest means a Person, who is not an owner, receives an indirect benefit from an investment in a Reportable Security. An Indirect Beneficial Interest may be derived from any number of sources.
N. "Investment Personnel" means: (i) any Portfolio Manager of the Firm, and (ii) securities research Analysts, Traders, Client Portfolio Managers, and other personnel who provide information and advice to the Portfolio Manager, or who help execute the Portfolio Manager's decisions.
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O. Managed Fund means any Reportable Fund for which the Firm serves as an Investment Adviser or Sub-Adviser. A list of Managed Funds is attached as Exhibit F, and is available on PTA, or from the Compliance Department.
P. Person means any Person or a company.
Q. Political Action Committee or PAC means an organization whose purpose is to solicit and make Political Contributions.
R. Political Contribution means any Gift, subscription, loan, advance, or deposit of money (such as gift certificates or merchandise), or anything of value made to a candidate or PAC 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, (i) the cost of attending fundraising events, (ii) payments to bond ballot campaigns, (iii) expenses incurred in connection with fundraising, or (iv) expenses incurred from other volunteer activities (e.g., hosting a reception).
S. 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, including hosting events),
2. Soliciting contributions (generally, communicating, directly or indirectly, for the purpose of obtaining or arranging a Political Contribution), or
3. Directing fundraising efforts.
T. Portfolio Directional Trade means a trade directed by a Portfolio Manager intended to increase or decrease a securitys investment weighting in a clients account. This is a separate type of trade from a trade required to satisfy a clients cash-flow request.
U. "Portfolio Manager" means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions in a clients account.
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V. 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 Reportable Securities on behalf of another.
W. 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.
X. "Reportable Security" means a Security required to be reported under this Code and is subject to the requirements of this Code and includes any note, stock, treasury stock, corporate or municipal bond, foreign government 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, swap, convertible, or privilege on any security, group or index of Reportable Securities, on a national securities exchange relating to foreign currency, or crypto-currency, or, in general, any interest or instrument commonly known as a security, or instrument for trading speculation, 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, Managed Fund, limited offering, bank loan for the purpose of investing, 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.
Y. 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.
Z. 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
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limited to, any state or local agency, authority, or instrumentality, limited exceptions may apply depending on the nature of the office, as identified by the Firms Chief Compliance Officer.
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I. Policy for Possession of Material Non-Public Information (MNPI)
The Firm's Policy for possession of material non-public information applies to every Person subject to this Code, including Access Persons and their Family Members, and extends to his/her 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, Access Person or Family Member, from trading, either personally, on behalf of clients, or others, including accounts managed by 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 material non-public information means information that is material to a company, a government policy, or other regulatory entity or policy that is not known to the public and is material to the value of such company, or related industry, and if made public would affect the value of such companys shares, or impact the investment market(s), and investments of a Person, or client.
C. 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 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(s), 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, or for anothers intent to trade on the information.
D. Information is material if or when there is a substantial likelihood that a reasonable investor would consider it important in making his/her investment decisions(s), or information that is reasonably certain to have a substantial effect on the price of a company's securities (shares or bonds) 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
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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 press release, media column, or blog that 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 must be kept confidential. All employees of BHMS are subject to this Policy and to the Duty of Confidentiality of this Code.
E. 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 received through their position with BHMS.
F. 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 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?
G. 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.
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3. Do not communicate the information to anyone inside or outside the Firm, other than to the Firms Chief Compliance Officer or an Executive Director as required under this Policy.
H. The Chief Compliance Officer or an Executive Director may communicate potential insider information to outside counsel and compliance/legal personnel at OMAM, 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 appropriately document each circumstance where the possibility of insider information has been reported. Further actions to restrict trading in the security, to release a restriction against trading, or to limit trading, are based on the facts and circumstances of the information.
II. 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:
A. Information about a clients account, including account holdings, recent or pending securities transactions, and investment recommendations or activities of the Portfolio Managers and Analysts for clients accounts;
B. Information about the Firms clients and prospective clients investments and account transactions;
C. Information about the Firms personnel, including private personally identifiable information (PII), pay, salary, bonus, equity interest, benefits, position level, performance rating, or discipline history among other things; and
D. Information about the Firms financial information, business activities, including new investment strategies, services, products, technologies, business initiatives, client gains/losses, and negotiated fee details.
The Firms personnel have the highest fiduciary obligation to keep confidential and not reveal confidential OMAM information to any party that does not have a clear and compelling need to know such information, and to safeguard all confidential information about the Firm and its clients. Our Privacy Policy for safeguarding clients personal information and account information is provided in the Firms Privacy Policy in the Compliance Policies & Procedures. The information for data security and systems are provided in the Firms IT Security Policies & Procedures.
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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.
III. 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 are subject to, and 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. interns, 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. | Restriction on Accepting and Giving Gifts of More than de Minimis Value. Access | ||
| Persons | are restricted from accepting or giving any Gift(s) of more than de minimis | ||
| value | under this Code from/to any Person or entity/organization when the Gifts are in | ||
| relation | to the conduct of the Firms business without pre-approval of the Chief | ||
| Compliance | Officer. Gifts must be reported monthly, or at the time a gift is accepted or | ||
| given, | through the PTA System, or the Gift and Entertainment Form available on the | ||
| Firms | shared file network at: | ||
| S:\BHMS_Shared\Compliance\Forms\Form | - G&E 2019.xlsx | ||
| 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 (in total) per Person 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 (in total) per Person, 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 | ||
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Compliance Officer should be notified when giving a gift to an ERISA or Taft Hartley client to ensure proper reporting.
2. Reporting Business Entertainment. Access Persons, whether provider or recipient, must report Business Entertainment activity 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 available on the Firms share file network at: S:\BHMS_Shared\Compliance\Forms\Form - G&E 2019.xlsx.
3. Prohibition on Service as a Director or Public Official. Due to the obvious conflict of interest, 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 Firms Chief Compliance Officer. Any such authorization shall be based upon a determination that the board service would be consistent with and not detract from the interests of the Firm's clients. Authorization of board service shall be subject to a review of such service and implementation of procedures to identify and isolate such a Person from making decisions about investments or trading in that company's securities or advising about investing the companys assets and adequate disclosure of any conflicts of interest must be provided in the Firms Form ADV, and other documentation.
B. Personal Trading Procedures for Access Persons and Family Members. The policies of this Code apply to all employees of the Firm identified as Access Persons and the procedures extend to accounts of which the Access Person is the beneficial owner, or accounts in which he/she has any financial interest, or ability to exercise control or influence over its investments or trading.
The 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:
1. Prohibition on Initial Public Offerings. Persons subject to this Code are prohibited from acquiring securities in an initial public offering (IPO) or secondary offerings.
2. Restriction on Private Placements. Persons subject to this Code are restricted from acquiring securities in a private placement without prior approval from the Firms Chief Compliance Officer. In the event that an Access Person receives approval to purchase securities in a private placement, the Access Person must disclose that investment if/when the company intends to offer shares to the public in an IPO and/or if he/she plays any part in the Firms later consideration of an investment in the issuer.
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3. Prohibition on purchasing BSIG securities. Persons subject to this Code are prohibited from acquiring securities issued by the Firms parent company, BrightSphere Investment Group (BSIG), or any publicly traded securities of other related or Affiliated Company(s) in their own account or in a clients account.
4. Restriction on Options, Swaps, Futures or Derivatives. Persons subject to this Code are restricted from purchasing or selling any option, swap, future, or derivative 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, as determined by the Firms Chief Compliance Officer.
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 this 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, or Voluntary Deferral Plan VDP contributions.
C. Political Contribution and Charitable Contribution Procedures for Access Persons and Family Members. Employees of BHMS are prohibited from making Political Contributions in the name of the Firm. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions:
1. Personal 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.
2. Pre-clearance of Personal 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
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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, clients, or for any other business-related 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 or others 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. Trading Restriction for Access Persons and Family Members on the Same Day as a Portfolio Directional Trade. Access Persons and Family Members are restricted from purchasing or selling any Reportable Security on the same day the Firm executes a Portfolio Directional Trade 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.
IV. 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 of a Reportable Security made on the same day that a cash flow trade is executed in that same security for a client account, as authorized by the Firms Chief Compliance Officer.
B. Purchases which are part of an automatic dividend reinvestment plan, or an automatic investment plan, or 401(k) purchases, or VDP contributions; and
C. 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; or
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sales of such rights so acquired, or sales occurring simultaneously with the exercise of such rights.
D. 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.
E. 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.
V. Compliance Procedures
A. FIS Protegent PTA System. 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. 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).
C. Pre-clearance of Reportable Securities Transactions. 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. Managed Funds in the Firms 401K Plan or VDP Plan,
2. Exchange Traded Funds (ETFs);
3. Purchases and sales over which a Person subject to the Code has no direct or indirect influence or control, such as automatic investments in 401K or VDP accounts, Family Trust Funds, or other accounts;
4. Purchases or sales pursuant to an automatic investment plan;
5. 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 or sales occurring simultaneously with the exercise of such rights, acquisition of securities through stock dividends, dividend reinvestments, stock
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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. Exceptions to this requirement: The Firms Chief Compliance Officer may approve pre-clearance requests for up to a calendar week for trades in Reportable Securities that are not held in a clients account, do not fit the Firms investment strategies, and are thinly traded such that a trade order will not likely be filled on the day of the pre-clearance.
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:
1. They recognize that they are subject to all provisions of this Code, and have read, understand, and will follow the Codes requirements;
2. They have complied with the requirements of this Code, and have reported all personal Reportable Securities, Reportable Accounts, holdings in Managed 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/she is subject to these reporting requirements, will deliver a copy of this Code
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to each Access Person prior to, or 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 when necessary, provided to the Executive Directors of the Firm, our parent companys compliance/legal personnel, Firm counsel, regulatory authorities, or auditors 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;
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
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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 should 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 executed; and
d. The name of the broker, dealer or bank with or through whom the transaction was executed. 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 in Restrictions for Access Persons, Section C. of this Code made during the quarter, including Political Contributions made by their Family Members. A report should be made in the PTA System or Exhibit E, Political Contribution Pre-clearance Form.
8. Every Access Person should report Gifts accepted or given, and/or Business Entertainment as a participant or provider, using the PTA System, or the Gift &
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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 shall occur in the pre-clearance process or immediately upon becoming aware of the conflict.
J. The Chief Compliance Officer must implement and enforce this 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.
VI. Chief Compliance Officers Authority and Duties
The Firms Chief Compliance Officer has a fiduciary duty to the Firms clients and to BHMS and is responsible for enforcing and monitoring this Code. The CCO is authorized to grant reasonable exceptions to the prohibitions and provisions of this Code, as permitted by law, and when such exceptions conflict with a clients interests.
VII. 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 Risk Policies, or (vi) other internal policies or procedures, must promptly report such violation to the Firms 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 Firms Chief Compliance Officer must report to the Executive Directors or Board of Managers all material violations of this Code, the Compliance Policies & Procedures, the
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Governing Policies, or other internal controls. Material violations may be reported to the Chief Compliance Officer of any Managed Fund client, as required.
C. The Executive Directors and Chief Compliance Officer will consider reports made to the Board and determine what sanctions, if any, should be imposed.
VIII. 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.
IX. 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 procedures be disgorged. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts.
2. Extended Holding Period: Any security purchased during the black-out period may be prohibited from being sold 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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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.
X. 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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Exhibits
Exhibit A Initial Report of Access Persons
Exhibit B Annual Report of Access Persons
Exhibit C Quarterly Transactions Report of Access Persons
Exhibit D Personal Reportable Securities Transaction Pre-Clearance Form of Access Persons
Exhibit E Personal Political Contribution Pre-Clearance Form of Access Persons
Exhibit F List of Reportable Funds of Access Persons
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
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 recognize that I am subject to BHMSs Code as an Access Person and have read,
understood, and will follow the Code.
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) | |
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit A
| BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | |||
| CODE OF ETHICS | |||
| INITIAL REPORT OF ACCESS PERSONS | |||
| (Continued) | |||
| 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 | |||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit A
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. That I am subject to the Code as an Access Person, I have read, understood, and agree to follow the Code.
2. During the year ended December 31, 20___, I have complied with the reporting requirements of the Code regarding personal transactions that I, and/or a Family Member, have executed.
3. I have not disclosed confidential information of the Firm to any Persons outside, or inside, 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) |
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit B
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
CODE OF ETHICS
ANNUAL REPORT OF ACCESS PERSONS
(Continued)
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 | |||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit B
| BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | |||||||
| CODE OF ETHICS | |||||||
| QUARTERLY TRANSACTIONS REPORT OF ACCESS PERSONS | |||||||
| 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 | BROKER/ | ||||||
| TRANSACTION | |||||||
| SECURITY NAME/TYPE/TICKER/CUSIP | TRANS- | NUMBER | DOLLAR AMOUNT | (Purchase, Sale, | DEALER OR BANK | ||
| INTEREST RATE & MATURITY DATE | ACTION | OF SHARES | OF TRANSACTION | Other) | PRICE | 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 | |||||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit C
| BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | |||
| CODE OF ETHICS | |||
| QUARTERLY TRANSACTIONS REPORT OF ACCESS PERSONS | |||
| For the Calendar Quarter Ended: | |||
| (Continued) | |||
| 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 | |||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit C
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
CODE OF ETHICS
PERSONAL REPORTABLE SECURITIES TRANSACTION PRE-CLEARANCE FORM OF ACCESS
PERSONS
(See Code of Ethics, V. Compliance Procedures, Section C)
To the Chief Compliance Officer of Barrow, Hanley, Mewhinney & Strauss, LLC:
Pre-clearance is requested for the following proposed transactions:
| BROKER | ||||||||
| NATURE | /DEALER | |||||||
| OF | PRICE | OR BANK | ||||||
| NUMBER | THROUGH | AUTHORIZED | ||||||
| TRANSACTION | (or | |||||||
| SECURITY NAME/TYPE/TICKER/CUSIP | OF | DOLLAR AMOUNT | (Purchase, Sale, | Proposed | WHOM | |||
| INTEREST RATE & MATURITY DATE | SHARES | OF TRANSACTION | Other) | Price) | EFFECTED | YES | NO | |
| Date: | Signature: | |||||||
| Print Name: | ||||||||
| Title: | ||||||||
| Employer: | BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | |||||||
| Date: | Signature: | |||||||
| Firms Chief Compliance Officer | ||||||||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit D
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
CODE OF ETHICS
PERSONAL POLITICAL CONTRIBUTION PRE-CLEARANCE FORM OF ACCESS PERSONS
(See Code of Ethics, III. Procedures 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 | |||||||
| ELIGIBLE TO | AUTHORIZED | ||||||
| STATE AND COUNTY OF | WHAT OFFICE IS | VOTE FOR | |||||
| NAME OF CANDIDATE | AMOUNT | ELECTION | CANDIDATE SEEKING? | CANDIDATE? | YES | NO | |
| Date: | Signature: | ||||||
| Print Name: | |||||||
| Title: | |||||||
| Employer: BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC | |||||||
| Date: | Signature: | ||||||
| Firms Chief Compliance Officer | |||||||
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit E
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
CODE OF ETHICS
LIST OF REPORTABLE FUNDS OF ACCESS PERSONS
(See Code of Ethics, V. Compliance Procedures, Section H)
| U.S. Registered Funds 29 | Non-U.S. Registered Funds 16 |
| AIG VALIC I Broad Cap Value Income Fund | Australia |
| American Beacon Balanced Fund | BNP Paribas Global Equity Trust |
| American Beacon Diversified Fund | Perpetual Investment Management Limited |
| American Beacon Large Cap Value Fund | |
| American Beacon Mid Cap Value Fund | Canada |
| American Beacon Small Cap Value Fund | AGF Harmony Overseas Equity Pool |
| AXA 1290 VT Equity Income Portfolio | Integra U.S. Value Growth Fund |
| Bridge Builder Large Cap Value Fund | Jov Prosperity U.S. Equity Fund |
| GuideStone Value Equity Fund | Leith Wheeler Emerging Markets Equity Fund |
| John Hancock Value Equity Fund | MD American Value Fund |
| MassMutual Select Fundamental Value Fund | MD Equity Fund |
| MassMutual Select Small Cap Value Equity Fund | MDPIM U.S. Equity Pool |
| MML Income & Growth Fund | |
| Principal LargeCap Value III Fund | Cayman Islands |
| Principal MidCap Value Fund III | AXA Offshore Aggressive Multimanager Fund |
| Principal Overseas Fund | AXA Offshore Conservative Multimanager Fund |
| Timothy Plan Defensive Strategies Fund | AXA Offshore Moderate Multimanager Fund |
| Timothy Plan Fixed Income Fund | |
| Timothy Plan High Yield Bond Fund | Ireland |
| Touchstone International Value Fund | Old Mutual Value Global Equity Fund |
| Touchstone Value Fund | RIC II plc Russell Investments Emerging Markets |
| Transamerica Barrow Hanley Dividend Focused | Extended Opportunities Fund |
| VP Fund | |
| Transamerica Dividend Focused Fund | Luxembourg |
| USAA Growth & Income Fund | BrightSphere Global Funds DFV UCITS |
| USAA Value Fund | |
| Vanguard Variable Insurance Fund | United Kingdom |
| Diversified Value Portfolio | Foreign & Colonial Investment Trust Large Cap |
| Vanguard Selected Value Fund | |
| Vanguard Windsor II Fund | |
| Wilshire Large Company Value Fund | |
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC
Exhibit F
ArrowMark Partners, LLC (ArrowMark) & Meridian Funds, Inc (Meridian)
Code of Ethics
September 2017
| TABLE OF CONTENTS | |
| INTRODUCTION | 3 |
| DEFINITIONS | 4 |
| GENERAL STANDARDS | 6 |
| RISKS | 6 |
| GUIDING PRINCIPLES & STANDARDS OF CONDUCT | 7 |
| INDEPENDENT DIRECTORS OF MERIDIAN FUND, INC | 7 |
| NON-SUPERVISED INDIVIDUALS | 7 |
| PERSONAL SECURITY TRANSACTION POLICY | 8 |
| SCHWAB COMPLIANCE TECHNOLOGIES, INC. (SCHWABCT) | 8 |
| PRE-CLEARANCE PROCEDURES | 8 |
| REPORTABLE AND EXEMPT SECURITIES | 8 |
| TRADING RESTRICTIONS | 9 |
| BENEFICIAL OWNERSHIP | 9 |
| REPORTING | 10 |
| EXCEPTIONS FROM REPORTING REQUIREMENTS | 11 |
| TRADING AND REVIEW | 12 |
| REPORTING VIOLATIONS AND REMEDIAL ACTIONS | 12 |
| INSIDER TRADING POLICY | 13 |
| WHOM DOES THE POLICY COVER? | 13 |
| WHAT INFORMATION IS MATERIAL? | 13 |
| WHAT INFORMATION IS NON-PUBLIC? | 14 |
| SELECTIVE DISCLOSURE | 14 |
| RELATIONSHIPS WITH CLIENTS/INVESTORS | 14 |
| VALUE-ADDED INVESTORS | 15 |
| PAID RESEARCH PROVIDERS | 15 |
| PENALTIES FOR TRADING ON INSIDER INFORMATION | 15 |
| PROCEDURES TO FOLLOW IF AN EMPLOYEE BELIEVES THAT HE/SHE POSSESSES MATERIAL, NON-PUBLIC INFORMATION | 15 |
| SERVING AS OFFICERS, TRUSTEES AND/OR DIRECTORS OF OUTSIDE ORGANIZATIONS | 16 |
| DIVERSION OF FIRM BUSINESS OR INVESTMENT OPPORTUNITY | 17 |
| DEALINGS WITH GOVERNMENT AND INDUSTRY REGULATORS | 17 |
| POLITICAL CONTRIBUTIONS AND PUBLIC OFFICE | 18 |
| IMPROPER USE OF ARROWMARK PROPERTY | 18 |
| PROTECTION OF ARROWMARKS NAME | 18 |
| EMPLOYEE INVOLVEMENT IN LITIGATION OR PROCEEDINGS | 18 |
| GIFTS AND ENTERTAINMENT | 18 |
| FOREIGN CORRUPT PRACTICE ACT POLICY | 19 |
| Foreign Official Gifts and Entertainment | 19 |
| TRAVEL EXPENSES | 20 |
| DISCLOSURE | 20 |
| RECORDKEEPING | 20 |
| RESPONSIBILITY | 21 |
| EMPLOYEE ACKNOWLEDGEMENT | 21 |
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.
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.
In addition, from time to time, the CCO may exempt certain transactions on a fully documented trade-by-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.
Company Meetings and Compliance Monitoring
Meetings with company insiders must be documented by entering meetings into ArrowMarks company calendar in advance of the meeting. Company insiders and/or brokers are required to sign in via the Envoy system located at ArrowMarks front desk for any on-site meetings. The meeting calendar and Envoy system are reviewed quarterly by the CCO (or designee) and may be reconciled against email correspondence. Additionally, ArrowMark has implemented technology to alert the CCO (or designee) of any trading activity that precedes a 10% or greater movement in the stock price.
The CCO reserves the right to chaperone any meeting or call with company insiders. The CCO (or designee) will also review email communication to identify any non-compliance with these procedures.
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.
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
4 Please refer to the Trading Policy for a discussion of instances in which trades are conducted in reliance on Big Boy Letters.
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.
JACKSON SQUARE PARTNERS, LLC
CODE OF ETHICS
Effective January 22, 2019
| Table of Contents | |
| Introduction | 1 |
| Personal Securities Transactions Obligations | 3 |
| Pre-clearance of Personal Securities Transactions | 3 |
| Personal Trading Restrictions | 4 |
| Registered Representatives | 6 |
| Political Contributions Preclearance Requirements | 7 |
| Gifts and Entertainment Preclearance and Reporting Requirements | 8 |
| Code of Ethics Reporting Obligations | 10 |
| New Employees - Initial Holdings Report | 10 |
| Ongoing Obligation to Report Changes to Personal Information | 11 |
| Quarterly Reporting Obligation | 11 |
| Annual Reporting Obligation | 11 |
| Whistleblower Policy | 13 |
| Review and Enforcement of the Code of Ethics | 15 |
| Administration of the Code | 15 |
| Review of Employee Activity | 15 |
| Sanctions for Non-Compliance with Code | 15 |
| Maintenance of Records | 15 |
| Glossary to the Code of Ethics | 16 |
| Appendix A - List of Affiliated Mutual Funds | 19 |
Introduction
The Code of Ethics (the Code) is based on the principle that Jackson Square Partners, LLC (Jackson Square or JSP), its officers and employees (each, a Covered Person and collectively, Covered Persons), owe a fiduciary duty of undivided loyalty to all of its clients, including the funds to which Jackson Square serves as adviser or sub-adviser (collectively, the Funds) and any other investment advisory client (each, a Client and collectively, our Clients) that Jackson Square advises or sub-
| advises.1 In addition, the Code will apply to other persons, such as interns or temporary employees, as |
| determined by the Chief Compliance Officer based on the nature and duration of the arrangement. |
This Code sets out standards of conduct designed to address potential conflicts of interest that might arise between this fiduciary duty to Clients and a Covered Persons personal activities. Specifically, each Covered Person must avoid participating in transactions, activities, and relationships that might interfere (or appear to interfere) with making decisions in the best interests of those Clients.
As a Covered Person, you are responsible for reading the Code and understanding your obligations in order to comply with its provisions. Additionally, your duty to comply with this Code includes the requirement that your personal and business activities be conducted in compliance with all other policies and procedures governing Jackson Square.
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for Covered Persons. If you have any questions regarding the Code and its related policies or your resultant obligations and duties, please contact the Chief Compliance Officer (the CCO) for assistance. The CCO or his designee may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised.
Statement of the General Fiduciary Duty Standard
Jackson Square is committed to fostering a culture that promotes honesty and high ethical standards.
Consequently, all Covered Persons have an obligation to conduct themselves in accordance with federal securities laws and the following general fiduciary principles:
· You have a duty to place the interests of our Clients ahead of your own interests at all times;
· You have a duty to attempt to avoid actual and potential conflicts of interest between your personal activities and the activities of our Clients, as well as to avoid any activities that may give the appearance of creating a conflict of interest; and
· You must not take inappropriate advantage of your position at Jackson Square.
1 Definitions of certain capitalized terms can be found in the Glossary to the Code of Ethics. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. It is important that you review and understand all of the definitions contained in the Glossary and refer back to them as necessary to understand your responsibilities under the Code.
1
Covered Persons are reminded that violations of the Code and/or any associated policies and procedures may result in disciplinary action, including fines, disgorgement of profits, and possibly suspension and/or dismissal.
Protecting the Confidentiality of Client Information
Covered Persons have a duty to maintain the confidentiality of all Client related information both during and after the termination of their employment with Jackson Square. Such information may only be disclosed when the disclosure is consistent with Jackson Squares policies or as otherwise directed by the Client. In addition, Covered Persons are prohibited from making unauthorized copies of any documents or files containing Client confidential information or otherwise proprietary information of Jackson Square. Please consult with the CCO prior to releasing Client confidential information.
Compliance with Applicable Federal Securities Laws
As a Covered Person under this Code, it is your duty to conduct all personal and professional activities in a manner that is consistent with any and all Applicable Federal Securities Laws (as defined in the
Glossary to this Code (Glossary).
Compliance with Jackson Square Policies and Procedures
In addition to complying with the requirements set forth in the Code, Covered Persons must also act in conformity with the policies and procedures of the Compliance Manual, including the Information Security Governance Procedures.
Prohibition Against Insider Trading
Jackson Square has adopted the Prevention of Misuse of Non-Public Information Policy set forth in the Compliance Manual. Covered Persons are responsible for reading and understanding the policy and attesting to their understanding of the policy requirements. The policy prohibits trading, either personally or on behalf of others (such as Clients accounts), while in possession of material, non-public information. The policy requires all Covered Persons to report to the CCO instances any information that they believe may be non-public information.
Obligation to Report Violations of the Code
You have a duty to report violations of the Code. If you become aware of a violation of Jackson Squares Code committed by another Covered Person, you have an ongoing obligation to report that violation to the CCO. It is Jackson Squares policy to protect the confidentiality of any such report made in good faith and any Covered Person reporting such a violation will not be subject to retaliation.
Please refer to the Whistleblower Policy detailed below.
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Personal Securities Transactions Obligations
Pre-clearance of Personal Securities Transactions
Covered Persons and their Immediate Family Members must pre-clear each personal investment transaction and receive approval for the activity prior to executing the transaction, unless the transaction is subject to an exemption from the pre-clearance requirements of the Code as outlined below. Please note that Covered Persons and their Immediate Family Members must pre-clear investments in private placements and initial public offerings. Pre-clearance requests generally should be submitted via the Compliance System and will be approved by the Chief Compliance Officer or in his absence by the Chief Financial Officer or another member of the Compliance Committee provided that no individual may approve his or her own pre-clearance request. Covered Persons must ensure that any personal trading pre-clearance request would not violate Jackson Squares Prevention of Misuse of Non-Public Information Policy set forth in the Compliance Manual.
Duration of Approval
Approval for a pre-clearance request is valid until 4 p.m. Eastern Time of the next trading day and the trade must be executed during the period that approval is granted except in circumstances where the CCO or his designee has granted an extension of time for the approval. If a transaction is not executed (or is only partially completed) during this time, you must repeat the pre-clearance process. Similarly, if the information in your pre-clearance request changes in any material way, you must resubmit your pre-clearance request prior to executing the transaction.
Exceptions to the Pre-clearance Requirement
You are not required to pre-clear and receive approval for the personal investment transaction types listed below prior to execution, although you are still responsible for complying with the reporting requirements of the Code for these transactions, as applicable.
· Involuntary transactions: The acquisition or disposition of a security as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of securities does not require pre-clearance under the Code.
· Transactions in Managed Accounts: Pre-clearance is not required for transactions made in an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control (Managed Account).
Note: Covered Persons and their Immediate Family Members must receive approval from the CCO in order to maintain a Managed Account. You should be aware that Managed Accounts are still subject to the reporting requirements of the Code.
· Donated Shares: Pre-clearance and approval are not required for any securities that are donated to a charitable organization. However, such transactions are still subject to the reporting requirements of the Code.
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· Foreign Governmental Obligations: Direct obligations of national governments other than the United States of America and futures and options with respect to such obligations.
· Transactions otherwise exempted from preclearance by the CCO or his designee.
Transactions Excluded from BOTH the Pre-clearance Requirement and the Reporting Requirement
All personal investment transactions by Covered Persons must be reported under the Code with a few limited exceptions. The following types of personal investment transactions are exempt from both the pre-clearance and the reporting requirements of the Code.
· Purchases or sales of unaffiliated open-end mutual funds;
Note: Open-end (non-money market) mutual funds (including open-end mutual funds that are underlying investments in a 529 plan) to which Jackson Square provides advisory or sub-advisory services are considered to be Affiliated Mutual Funds and require pre-clearance and approval prior to execution of a personal investment transaction.
· Purchases or sales of direct obligations of the U.S. Government;
· Purchases or sales of bank certificates of deposit, bankers acceptances, commercial paper and other high quality short-term debt instruments (having a maturity at issuance of less than 366 calendar days and rated in one of the two highest ratings categories by a nationally recognized statistical ratings organization, including repurchase agreements);
· Purchases which are made by reinvesting cash dividends including reinvestments pursuant to an Automatic Investment Plan;
· Purchases or sales of money market funds; and
· Transactions in Section 529 plans with the exception of plans for which an Affiliated Mutual Fund is an underlying investment.
Personal Trading Restrictions
All Covered Persons and their Immediate Family Members are subject to certain trading restrictions on their personal investment activities.
Blackout Period
Jackson Square generally prohibits Covered Persons and their Immediate Family Members from engaging in transactions in securities that Jackson Square either currently holds for its Clients or is otherwise analyzing or contemplating recommending to its Clients. Any exception to this prohibition must be approved by the Chief Compliance Officer. In no case will a Covered Person and their Immediate Family Members be authorized to dispose of a security in their personal brokerage accounts for seven (7) calendar days before and after Jackson Square executes a buy or sell transaction in that same security for Clients.
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60 Calendar Day Holding Period
All Covered Persons and their Immediate Family Members are prohibited from engaging in short-term trading and activities that could be considered market timing in violation of Rule 22c-1 of the Investment Company Act of 1940, as amended (the 1940 Act). Accordingly, Cover Persons and their Immediate Family Members must hold all opening positions, including those in stock options, for a total period of sixty (60) calendar days before they can be closed at a profit.
Note: The CCO or his designee may grant exceptions to this requirement if the Covered Person is closing a position at a loss provided that the position has been held for a minimum of fourteen (14) calendar days prior to executing the closing transaction.
Restricted Securities
Jackson Square maintains a list of certain restricted securities that may not be traded by Covered Persons (the Restricted List). The Restricted List includes securities in which Jackson Square holds positions on behalf of its Clients as well as certain securities under review or identified as potential investment opportunities for Clients. In addition, the Restricted List would include issuers for which Jackson Square may have inside information or otherwise be subject to a duty of confidentiality or a trade prohibition. Jackson Square Covered Persons and their Immediate Family Members are generally prohibited from purchasing or selling any security on the Restricted List, except that this prohibition shall not apply to:
§ Involuntary and/or automatic transactions;
§ Transactions made in an approved Managed Account, provided that such transactions do not reflect a prohibited pattern of conduct; and
§ Transactions for which specific approval has been granted due to unusual or unforeseen circumstances.
Initial Public Offerings and Private Placements
Covered Persons and their Immediate Family Members are generally prohibited from participating in initial public offerings and may only participate in a private placement with prior written permission from the CCO. A Covered Person who purchased privately-placed securities prior to becoming subject to this Code is required to disclose the purchases to the CCO before they can participate in the consideration of an investment in the securities of that issuer or its affiliates for a Client account. In order to avoid a potential conflict of interest, any decision to invest in the issuer in question will be subject to an independent review by the Compliance Committee and any relevant investment personnel that do not have a personal interest in the issuer.
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Registered Representatives
All Covered Persons holding valid FINRA registrations are prohibited from participating in initial public offerings and must report private placement transactions to both Jackson Square as well as to Quasar.
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Political Contributions Preclearance Requirements
All Covered Persons must submit a pre-clearance request and receive approval prior to making a Political Contribution. Examples of Political Contributions that would require pre-clearance and approval include, but are not limited to, donations of cash, stock, service or anything of value to a candidate for public office, a sitting public official, political party or a political action committee, whether at the local, state, and/or federal level. Please review Jackson Squares Political Contribution Policy and Procedures set forth in the Compliance Manual for more information on applicable restrictions and reporting obligations for Political Contributions.
Pre-clearance request should be submitted to the CCO or in his absence to another member of the Compliance Committee and contain sufficient information and details to assist the approver in assessing the request.
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Gifts and Entertainment Preclearance and Reporting Requirements
Jackson Square seeks to maintain the highest ethical standards in all business dealings and encourages the use of sound judgment, discretion and moderation by all Covered Persons when giving and receiving gifts and entertainment.
All Covered Persons are expected to be objective in making business decisions and to consider any improper interest or influence that could impact that objectivity. In determining whether there is an appearance of conflict of interest, each Covered Person should determine whether a reasonable, disinterested observer (e.g., investor, supplier) would have any grounds to believe that:
· Jackson Square was serving its own interests or one clients interest at the expense of another; or
· Business with clients or Jackson Square was done on the basis of friendship, family ties, the giving and receiving of gifts, or to curry favour with some specific entity or individual rather than on the merits.
If a Covered Persons participation in a decision making process would raise the appearance of a conflict of interest, the Covered Person should inform the CCO immediately.
Gifts
No Covered Person may give or receive on his/her own behalf or on behalf of Jackson Square any gift or other accommodation which has a value in excess of the de minimis amount (currently $200) from or to any vendor, broker, public company, securities salesman, client or prospective client (a business contact) without first submitting to the CCO for prior approval. Request for approval must contain details on the type of gift, person receiving or giving the gift, date, and market value of the gift so as to assist the CCO in reviewing the request.
No Covered Person may give or receive cash gifts or cash equivalents (e.g., gift cards) from any such person. This prohibition applies equally to gifts to the Immediate Family Members (as defined in the Code of Ethics) of a Covered Person.
Covered Persons are likewise prohibited from giving or accepting gifts and other accommodation that are excessive, lavish, inappropriate, unethical or that would otherwise reflect negatively upon the reputation of the Covered Person or Jackson Square.
Employees licensed as registered representatives with Quasar are subject to FINRA gifts and entertainment requirements. Please consult with the CCO for further information on these reporting requirements.
Entertainment and Meals
Acceptance of meals and entertainment where the host is present is generally permitted. However, the acceptance of lavish entertainment or entertainment with excessive frequency is generally inappropriate and should be refused. Entertainment above the de minimis amount of ($200) per person, per event must be reported for approval to the CCO. Approval request must include the date of the event, location of event and persons in attendance, market value of the entertainment, and purpose of the event.
Payment for entertainment or meals where the person purchasing the entertainment or meals does not accompany the Covered Person is considered a gift, subject to the requirements set forth above.
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Entertainment in poor taste or that adversely reflects on the morals or judgment of the individuals attending the event is considered inappropriate and also should be refused. Individuals involved in the purchase of equipment, supplies, and services may not accept entertainment or meals from a vendor or potential vendor unless business is to be discussed. Finally, under no circumstances should entertainment be accepted that may affect or be construed to affect any future dealing with that person.
Please note that certain types of institutions, such as pension plans and state and governmental entities may have more stringent requirements or prohibitions related to business entertainment and gifts (if acceptable at all). It is incumbent on the Covered Person to determine the requirements of such institution prior to providing any such gift or entertainment. Please discuss with the CCO prior to making any gifts and entertainment to these types of entities.
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Code of Ethics Reporting Obligations
New Employees - Initial Holdings Report
All Covered Persons must submit an initial holdings report within ten (10) calendar days of commencing employment with Jackson Square or otherwise becoming a Covered Person to disclose the Required Holdings Information for both their own and their Immediate Family Members (as defined in the Glossary) personal securities holdings. The information included in the initial holdings report must be current as of a date no more than forty-five (45) calendar days prior to the commencement of employment with Jackson Square (or becoming subject to the Code). These holding reports will be reviewed by the CCO or his delegate.
The initial holdings report are to be submitted via Jackson Squares Code of Ethics Compliance System operated by ComplySci by Compliance Science (the Compliance System) and contain at a minimum the following: 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 security in which the Covered Person has any direct or indirect Beneficial ownership; b) the name of any broker, dealer or bank with which the Covered Person maintains an account in which any securities are held for the Covered Person's direct or indirect benefit; and c) the date the Covered Person submits the report.
Disclosure of Brokerage Accounts and Statements
All Covered Persons must ensure that brokerage account statements and transactions are reported to Compliance, including those of their Immediate Family Members. The Compliance System permits the automated receipt of brokerage statements from certain broker-dealers. If a Covered Persons broker-dealer does not provide for automated statements, the Covered Person must provide statements to Compliance on a quarterly basis or as otherwise required by Compliance.
Disclosure of Outside Business Activities
Covered Persons may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Jackson Square without receiving prior written approval from the CCO. Any such service is considered an Outside Business Activity, even if performed on a volunteer basis. Any existing Outside Business
Activities must be disclosed at the time that you become subject to this Code and are subject to review and approval. Similarly, you have an ongoing obligation to disclose any Outside Business Activities that you undertake during your employment with Jackson Square and receive written approval from the CCO prior to participating in such activities.
Disclosure of Political Contributions
Covered Persons are subject to Jackson Squares Political Contribution Policy. Covered Persons are required to disclose all Political Contributions made during the two year period prior to the date that they become subject to this Code. The information provided may be shared in the aggregate in response to requests for proposals or client information requests, but will otherwise remain strictly confidential.
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Written Acknowledgement of Receipt of Code
Covered Persons are required to certify that they have received the Code within ten (10) calendar days of their hire date. You will also be required to certify your ongoing compliance with this Code on an annual basis and whenever there is a material amendment to the Code.
Ongoing Obligation to Report Changes to Personal Information
You have an ongoing obligation to report any changes in your personal information that may impact your obligations under this Code. Examples include changes to your personal brokerage accounts (e.g., opening or closing an account), disclosures of new outside business activities for review and approval, and changes to your address, Immediate Family Members, or other personal information.
In accordance with federal securities laws, certain restrictions and limitations found within the Code are also applicable to the personal investment activities of any immediate family members that reside in your household (Immediate Family Members). As a Covered Person, it is your responsibility to alert your Immediate Family Members of any applicable restrictions or limitations that may impact their personal investment activities to ensure that both you and your Immediate Family Members conduct all personal investment activities in a manner consistent with the Code.
Quarterly Reporting Obligation
Within thirty (30) calendar days after each quarters end, all Covered Persons must report and certify their personal investment activity during the previous quarter in the Compliance System. These certifications and personal investment activity will be reviewed by the CCO or his delegate. Please note that all Covered Persons are required to complete the quarterly certification each quarter, even if they did not have any personal investment transactions during the quarter. Additionally, Covered Persons are required to review and update the list of brokerage accounts that they have previously disclosed and certify its accuracy.
Each Covered Person must also submit account statements for each brokerage account held by the Covered Person and their Immediate Family Members that are not captured in the Compliance System that evidences transactions in Reportable Securities during the quarter. Jackson Square receives electronic feeds from a number of broker-dealers so the majority of account information should be received directly from the broker-dealer into the Compliance System.
Annual Reporting Obligation
All Covered Persons are required to submit an annual certification via the Compliance System that all personal investment holdings in their personal brokerage accounts and the personal brokerage accounts of their Immediate Family Members have been reported. The report must contain the information set forth above for the initial holdings report as well as holdings inclusive of the quarterly filings that is current as of a date no more than forty-five (45) calendar days prior to the date the report is submitted and must be submitted no later than forty-five (45) calendar days after year end. Jackson Square receives electronic feeds of holdings from a number of broker-dealers so the majority of account information should be received directly from the broker-dealer into the Compliance System. However, for accounts not captured in the Compliance System, Covered Persons must provide the CCO with copies of such statements. The annual reports will be reviewed by the CCO or his delegate.
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As part of the annual certification, all Covered Persons must certify that they have reviewed the Code in its entirety and certify to their understanding and ongoing compliance with the Code.
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Whistleblower Policy
Central to Jackson Square's compliance culture is a commitment to fiduciary principles. Every Covered
Person has a responsibility for knowing and following the firms policies and procedures. Every
Covered Person in a supervisory role is also responsible for those individuals under his/her supervision. Jackson Squares Compliance Committee has overall supervisory responsibility for the firm.
Reporting Potential Misconduct
Recognizing our shared commitment to our clients, all Covered Persons are required to conduct themselves with the utmost loyalty and integrity in their dealings with clients and one another. Improper conduct on the part of any employee puts Jackson Square and its personnel at risk. Therefore, while senior management ultimately has supervisory responsibility and authority, these individuals cannot stop or remedy misconduct unless they know about it. Accordingly, all employees are not only expected to, but are required to report their concerns about potentially illegal conduct as well as violations of Jackson Squares policies.
To ensure consistent implementation of such practices, it is imperative that Covered Persons have the opportunity to report any concerns or suspicions of improper activity at the firm (whether by a supervised person or other party) confidentially and without fear of retaliation.
By default, Covered Persons should submit a report of violations or suspected violations to the CCO or to the CFO or another member of the Compliance Committee.
Covered Persons may also report an alleged violation directly to the SEC. Information on the SECs Office of the Whistleblower may be found at https://www.sec.gov/whistleblower/.
Responsibility of the Whistleblower
A Covered Person must be acting in good faith in reporting a complaint or concern under this policy and must have reasonable grounds for believing a deliberate misrepresentation has been made regarding an accounting or audit matters or a breach of the Compliance Manual or the Code of Ethics. A malicious allegation known to be false is considered a serious offense and may result in a disciplinary action that may include termination of employment.
Handling of Reported Improper Activity
Jackson Square will take seriously any report regarding a potential violation of its policies or other improper or illegal activity, and recognizes the importance of keeping the identity of the reporting person from being widely known. Covered Persons are to be assured that Jackson Square will appropriately manage all such reported concerns or suspicions of improper activity in a timely and professional manner, confidentially and without retaliation.
No Retaliation Policy
It is Jackson Square's policy that no Covered Person who submits a complaint made in good faith will experience retaliation, harassment, or unfavourable or adverse employment consequences. A Covered Person who retaliates against a person reporting a complaint will be subject to disciplinary action, which may include termination of employment. A Covered Person who believes s/he has been subject to retaliation or reprisal as a result of reporting a concern or making a complaint is to report such action
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to the CCO or to Jackson Squares other senior management in the event the concern pertains to the CCO.
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Review and Enforcement of the Code of Ethics
Administration of the Code
The Code shall be administered by the CCO and/or the other members of the Compliance Committee, as well as applicable compliance and legal personnel. Where exceptions are granted to any provision of this Code, the rationale for such exceptions shall be documented.
Review of Employee Activity
Trading activity may be reviewed for patterns of trading that are inconsistent with the tenets of this Code. Excessive or inappropriate trading that interferes with job performance or compromises the duty that Jackson Square owes to our Clients is not permitted. Patterns of excessive trading or other trading activity that is deemed to be inappropriate may lead to sanctions, including restrictions on future trading and/or other disciplinary action under the Code.
The CCOs trade activity will be reviewed periodically by a member of the Compliance Committee.
Sanctions for Non-Compliance with Code
Determination of appropriate sanctions for a violation will include the nature and severity of the violation, the presence of any mitigating circumstances, and any previous violations that may have been committed by the Covered Person. Examples of possible sanctions include, but are not limited to, written warnings or reprimands, monetary penalties, trading freezes, suspension, and/or termination of employment.
Maintenance of Records
Jackson Square will maintain all necessary books and records required to remain compliant with applicable laws and regulations, including but not limited to Investment Advisers Act Rule 204-2(a)(12)(iii)1 and Investment Company Act Rule 17j-1(f). More information on specific record-keeping requirements and processes may be found in Jackson Squares Matrix of Books and Records in the Compliance Manual.
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Glossary to the Code of Ethics
Affiliated Mutual Fund
The term Affiliated Mutual Fund refers to open-end (non-money market) mutual funds (including any open-end mutual funds that are underlying investments for a 529 plan) to which Jackson Square provides advisory or sub-advisory services as well as any fund whose investment adviser or principal underwriter controls JSP, is controlled by JSP, or is under common control with JSP. These shall be considered Affiliated Mutual Funds and require pre-clearance and approval prior to execution of a personal investment transaction. A list of Jackson Squares Affiliated Mutual Funds can be found in Appendix A of the Code.
Applicable Federal Securities Laws
For the purposes of the Code, the term Applicable Federal Securities Laws refers to any and all federal securities laws or regulations that may be applicable, including, but not limited to, the Securities Act of 1933, as amended
(the Securities Act), the Securities Exchange Act of 1934 (the Exchange Act), the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (the 1940 Act), the Investment Advisers Act of 1940, as amended (the Advisers Act), Title V of Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the SEC) under any of these statutes, and the Bank Secrecy Act as it applies to investment advisers and any rules adopted thereunder by the SEC or Department of the Treasury.
Beneficial Ownership
The term Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (Exchange Act) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations there under. Generally, beneficial ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect pecuniary interest in the security. For the purposes hereof:
(i) Pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.
(ii) Indirect pecuniary interest includes, but is not limited to: (a) securities held by members of the persons immediate family (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted); (b) a general partners proportionate interest in portfolio securities held by a general or limited partnership; (c) a persons right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (d) a persons interest in securities held by a trust; (e) a persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (f) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2)).
Client
The term Client refers to Jackson Squares investment advisory clients, including the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other clients that Jackson Square serves.
CCO
The term CCO refers to the Jackson Squares Chief Compliance Officer.
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Compliance Committee
The term Compliance Committee refers to the Jackson Squares Compliance Committee. The Committee includes representatives from trading, portfolio management, and operations, and is chaired by the CCO.
Compliance System
The term Compliance System refers to the ComplySci by Compliance Science web based system implemented by Jackson Square for Code of Ethics reporting purposes.
Covered Person
The term Covered Person means a person subject to the provisions of this Code. This includes Jackson Squares officers and employees and their Immediate Family Members, such as spouses and minor children, as well as other persons designated as Covered Persons by the CCO. The CCO will also determine whether temporary employees, interns, consultants, and independent contractors should be defined as Covered Persons based on the scope and duration of their engagement to the firm.
Entertainment
The term Entertainment means anything of value that is provided by/to another person or entity with whom JSP currently has or may be expected to have, a business relationship and the provider remains in attendance during the majority of the event duration (e.g., attending a game with the ticket provider, attending dinner with the provider, etc.).
Gift
The term Gift means anything of value that is provided by/to another person or entity with whom JSP currently has, had or is expected to have, a business relationship (e.g., bottle of wine, gift baskets, etc.). Tickets to sporting events, concerts or similar events where the provider is not in attendance during the majority of the events duration/existence is considered a Gift subject to the $200 de minimis amount.
Immediate Family Member
The term Immediate Family Member means any family member residing in the same household as a Covered
Person under this Code. This includes the Covered Persons spouse, parents and grandparents, children and grandchildren, brothers and sisters, mother-in-law and father-in-law, brothers-in-law and sisters-in-law, daughters-in-law and sons-in-law. Adopted, half, and step family members are also included in the definition of Immediate Family Member.
Managed Account
The term Managed Account refers to an account over which neither you nor an Immediate Family Member (a) exercises investment discretion, (b) receives notice of transactions prior to execution, and/or (c) otherwise has direct or indirect influence or control. All Covered Persons must request and received approval from the CCO in order to maintain a Managed Account.
Outside Business Activity
The term Outside Business Activity means any full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than Jackson Square. A Covered Person who engages in such service, whether or not s/he receives compensation for doing so, will be considered to be participating in an Outside Business Activity and must disclose such service to the CCO and receive approval for same.
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Political Contribution
The term Political Contribution means any gift, subscription, loan, advance, or deposit of money or anything of value made for:
1. The purpose of influencing any election for federal, state or local office; 2. The payment of debt incurred in connection with any such election; or
3. Transition or inaugural expenses incurred by the successful candidate for state or local office.
Required Holdings Information
Certain information regarding your personal securities holdings is required to be reported. Such reports must include the date and nature of the transaction, identify the security transacted, the price at which the transaction was effected, the broker through which the transaction was effected and the date in which the Covered Person submitted the report.
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Appendix A - List of Affiliated Mutual Funds
Delaware Group® Adviser Funds- Delaware U.S. Growth Fund
Delaware Group® Foundation Funds -Delaware Foundation Moderate Allocation Fund Delaware VIP® Trust [Delaware VIP® U.S. Growth Series] Voyageur Mutual Funds III [Delaware Select Growth Fund] Jackson Square Large-Cap Growth Fund Jackson Square SMID-Cap Growth Fund Jackson Square Global Growth Fund Jackson Square All-Cap Growth Fund Jackson Square Select 20 Growth Fund MassMutual Select Growth Opportunities Fund
Pace Select Advisors Trust [Pace Large Co Growth Equity Fund] (UBS Global Asset Management (Americas) Inc.)
Vanguard U.S. Growth Fund
Vanguard Variable Annuity [Growth Fund]
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| CODE OF ETHICS | 2018 | ||
| Index of Updates | |||
| Date | Reason for change | Material | Regulatory |
| Change | Requirement | ||
| October 2017 | Changes made to reflect MiFID II requirements. New requirements on Inducements relating to MiFID, equivalent third | Yes | Yes |
| country or optional exemption business under FCA COBS 2.3A for firms which make personal recommendations to a retail | |||
| client in the UK and, in particular, rules on inducements relating to the provision of investment services and ancillary services | |||
| that the FCA will adopt under new FCA COBS 2.3A 5R. Chapter 5 updated with minor housekeeping changes throughout. | |||
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CODE OF ETHICS
2018
Letter from the Joint Senior Partner and Head of Compliance
Dear Colleagues,
The Code of Ethics Policy is a very important area for us because our clients have put a great deal of trust in Baillie Gifford to manage their assets in their long term interests. For us to respect that trust there are two things that we must focus on:
· Firstly, making sure that we put clients interests at the heart of everything that we do; and
· Secondly, making sure that we identify and manage any conflicts of interest between our interests and those of the client.
The compliance culture and ethics of a firm are vitally important to clients and regulators alike. Our clients refer to the Code of Ethics Policy as the window on the culture of the firm. They are interested in adherence with the policy and often ask for information on code violations as an indicator of the overall culture of the firm.
Regulators have also put culture at the centre of their agenda. Culture is regarded as the DNA of the business; shaping behaviours and ethics. At Baillie Gifford we have built our reputation by acting with integrity.
The Code of Ethics Policy sets out the processes, procedures and principles in this area and we ask you to give it your full attention. If you have any questions, please do not hesitate to contact a member of the Compliance Monitoring, Ethics and Conduct Assurance team or email [email protected].
Thank you.
Andrew Telfer
Joint Senior Partner of Baillie Gifford & Co
Lindsay Gold
Head of Compliance and Chief Compliance
Officer of Baillie Gifford Overseas Ltd
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1. Introduction
1.1 Application
The Code of Ethics applies to
- All employees of Baillie Gifford entities
- Partners
- Fixed term, temporary and agency staff
- Interns and summer students
- Secondees
- Individuals providing services via Personal Service Companies
- Contractors (with systems access)
Each of these individuals and in some specified cases, persons who are connected to the individual, are required to comply with the Code of Ethics which forms part of the Personal Responsibilities section of the Group Compliance Manual (located via the Landing Page on the Loop) and their employment contract. These individuals are known as access persons for the purposes of US securities laws.
1.2 Scope
The Code covers all firms within the Baillie Gifford Group and has been adopted by the relevant Boards of Baillie Gifford regulated entities within the Group and the Groups Compliance Committee. It is designed to ensure compliance with relevant regulatory requirements applicable to the Baillie Gifford Group and in particular UK FCA and US SEC requirements.
The Code of Ethics covers:
| · | guiding ethical principles which apply to all staff | |
| · | managing conflicts of interest which may occur between Baillie Gifford and the personal interests of members of staff | |
| · | personal dealings in shares | |
| · | receiving and giving of gifts, hospitality and other forms of inducement. | |
| · | Whistleblowing Policy. | |
| 1.3 | Purpose | |
At Baillie Gifford we have a fiduciary duty to our clients when acting as their investment manager or adviser. This requires us at all times to act in the best interests of our clients and to treat them fairly. We must avoid situations where we place our own interests ahead of the interests of clients. The Code of Ethics is designed to assist us in ensuring we meet these fiduciary standards when acting for clients.
1.4 Staff Obligations
As a member of staff you are obliged to comply with your regulatory obligations under the various regulatory systems to which the Group is subject, including applicable federal securities laws. You are required to:
- read and adhere to the Code of Ethics. If you have any questions please consult the Head of Compliance; and
- complete and submit an online Personal Holdings Report and submit a Certificate of Compliance on first becoming a member of staff and annually thereafter.
You will be provided with details of any changes to the Code at the time these are made. Training will be provided on the terms of the Code as part of your staff induction and annually thereafter, or more frequently in the event of a material change.
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1.5 Violations
Failure on the part of members of staff or their Connected Persons (where applicable) to follow these procedures will be taken seriously and regarded as a disciplinary matter under the rules and procedures set out in the Staff Handbook. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice.
Any member of staff who becomes aware of a violation of the Code of Ethics must promptly report that violation to the Head of Compliance, who may, at his discretion, refer the violation to the Legal and Compliance Partner as well as the relevant Board and Compliance Committee for resolution in terms of section 1.6 below.
1.6 Interpretation and Waiver
With respect to matters of interpretation or dispute arising under the Code of Ethics, the Head of Compliance may refer to the Compliance Committee of Baillie Gifford who may, exercising their reasonable judgment, make determinations as to the meaning and effect of the Code of Ethics. The Head of Compliance may, in consultation with the Compliance Committee, grant written waivers of the provisions of the Code in appropriate instances. However, waivers will be granted only in rare instances and some provisions of the Code that are mandated by law or regulation cannot be waived. The Head of Compliance is responsible for maintaining appropriate records of and preparing any reports required with respect to, any waivers of provisions of the Code.
1.7 Monitoring
Adherence by staff to the terms of the Code will be monitored by the Compliance Department. The issue, receipt and content of Holdings Reports and Certificates will be co-ordinated and monitored by that Department. Regular monitoring of personal account dealing, gifts and entertainment records and other forms of inducements will also be undertaken to ensure there are no actions which are contrary to our regulatory obligations and that we always act in the best interests of clients. The results of this monitoring will be reported to the relevant Boards and Compliance Committee.
1.8 Material Changes
Material changes to the Code of Ethics must be ratified by the relevant Boards of the SEC regulated firms and investment companies within the Group and the Groups Compliance Committee.
2. Ethical Principles
2.1 Introduction
Baillie Giffords reputation and success is based upon its professionalism and maintenance of high ethical standards. It is expected and indeed demanded from our clients that we adhere to robust ethical standards in all aspects of our activities.
This section of the Code of Ethics sets out guiding principles which apply to all staff relating to ethical conduct. It also provides some guidance on addressing and resolving ethical issues.
In addition, many individuals within the Group will be subject to ethical principles and codes of conduct which are adopted by various professional organisations to which they are members. Baillie Giffords Code of Ethics is designed to be complementary to, and consistent, with these other standards.
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The Code of Ethics cannot cover every ethical situation that might arise at Baillie Gifford. After having read and understood the content of the Code of Ethics Policy, all members of staff will be responsible for complying not only with its letter, but also with its spirit and principles. These are set out in the Guiding Ethical Principles below.
2.2 Guiding Ethical Principles
Each member of staff must follow these guiding principles:
2.2.1.Fairness
To act fairly at all times when dealing with clients and counterparties of Baillie Gifford. Fairness requires impartiality, objectivity, and honesty.
For example, when communicating with clients you should make every reasonable effort to provide full, fair and accurate information and should avoid withholding any relevant information.
2.2.2.Honesty and integrity
To act honestly and with integrity in fulfilling the responsibilities of your role and seek to avoid any acts or omissions or business practices which damage Baillie Giffords reputation or which are deceitful, oppressive, or improper.
For example, Baillie Gifford should only employ fair methods to win or retain business for the firm. Staff should avoid offering unduly lavish or overly frequent gifts and hospitality and should avoid pay to play practices, i.e. making political contributions to those in a position to influence the selection of Baillie Gifford. Baillie Gifford is committed to carrying on business fairly, honestly and openly and has a zero tolerance approach to bribery.
2.2.3.Adherence to law and regulation
To observe applicable law, regulations and professional conduct standards when carrying out your activities and to interpret and apply them to the best of your knowledge and ability according to these guiding ethical principles.
For example, you must familiarise yourself with, and adhere to at all times, the requirements contained in the: Anti-Financial Crime Policy; the Anti-Money Laundering, Counter-Terrorist Financing & Sanctions Policy; the Anti-Bribery & Corruption Policy; the Code of Ethics Policy; the Market Abuse and Insider Dealing Policy; Data Protection Policy; and Information Security & Electronic Communications Policy. These policies set out your personal compliance responsibilities and are available to all staff in the Personal Responsibilities section of the Group Compliance Manual.
2.2.4.Market conduct
When executing transactions or engaging in any form of market dealings, to observe the standards of market integrity, good practice and conduct required by, or expected of, participants in that market.
2.2.5.Loyalty to clients
To place the interests of our clients ahead of your own interests and to manage fairly and effectively, and to the best of your ability, any relevant conflict of interest. To the extent feasible, conflicts of interest should be avoided or at least appropriately managed and disclosed in accordance with Baillie Giffords conflicts procedures.
Baillie Giffords investment recommendations and other proprietary information are for the exclusive use of our clients. We should not use this proprietary information for personal benefit. If in doubt, refer to the Compliance Department for guidance.
2.2.6.Maintaining confidentiality
To respect the confidentiality of information on current, former and prospective clients which is obtained through your work and refrain from using or disclosing this for unethical purposes or illegal advantage.
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For example, you must be extremely careful when sharing confidential client data with an outside party and should only do so if it is absolutely necessary. Authorisation may be required from your Head of Department for this. If in doubt, you should refer to the Information Security and Electronic Communications Policy (located in the Staff Handbook on the Loop) which includes the three levels of data security classification and rules on how to handle this data.
2.2.7.Transparency
If you are in any doubt that you may have a conflict of interest, or if you think that there could be a perception of one, you should disclose the details to your Head of Department, to the Compliance Department or to the relevant chairperson of the board, committee or group concerned, as appropriate.
For example, consider the situation where you have a personal shareholding in a company and you are contributing to an investment discussion on whether to buy this company for clients. It may be appropriate to disclose this potential conflict to the chairperson of that decision making group.
2.3 Resolving Ethical Issues
In business life we will be confronted from time to time with ethical issues to determine. In dealing with these an important consideration is any impact the decision may have on clients. Also, has the process of coming to the decision been fair, with full consideration of the facts, issues and alternatives? Has it involved all stakeholders with an interest? Have you identified any competing interests or conflicts of interest? These questions would be relevant where considering whether to accept a gift or entertainment, and also considering the implications of an incident.
3. Conflicts of Interest
3.1 Introduction
Inherent throughout the Code of Ethics is the principle that all members of staff have a responsibility to place the interests of the Groups clients ahead of their own and resolve conflicts in favour of the Groups clients. In order to achieve this, all activities undertaken by members of staff must be conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individuals position of trust and responsibility. Furthermore, all action taken by staff must be undertaken in a manner which does not interfere with the interests of Baillie Giffords clients or take unfair advantage of Baillie Giffords relationship with its clients.
3.2 Identification and Types of Conflict of Interest
3.2.1.What is a conflict of interest?
A conflict of interest arises when personal matters or obligations interfere with business activities and influence the
decisions made by members of staff, which have or could have a detrimental effect on the firms clients. When considering conflicts of interest it is important to consider how the situation would be viewed by an independent party.
3.2.2.Identification of conflicts of interest
Conflicts of interests which require to be identified by members of staff are those which arise between:
· the Group, its connected persons and a client of the Group; or· one client of the Group and another client of the Group.
3.2.3.Types of conflicts of interest
When identifying whether a conflict of interest arises in the course of business and whether the existence of this conflict may adversely affect the interests of a client, staff should consider whether the individual, firm or certain persons connected with the firm:· are likely to make a financial gain or avoid a financial loss at the expense of a client;
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- has an interest in the outcome of the service provided to the client or of a transaction carried out on behalf of the client;
- has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client;
- carries on the same business as the client; or
- receives or will receive from a person (other than the client) an inducement in relation to the service provided, in the form of monies, goods or services, other than the standard commission or fee.
The Governance and Oversight section of the Group Compliance Manual (located via the Landing Page on the Loop) contains Baillie Giffords conflicts policy and matrix. This matrix details potential and actual conflicts of interest which have been recognised by the firm. Please refer to this document for further information regarding the types of conflict which have been identified.
If you are in doubt about whether a conflict has arisen please consult the Head of Compliance.
3.3 Duty to Disclose
All members of staff have in the first instance an obligation to manage or avoid all conflicts of interest. If it is not possible to manage or avoid a conflict of interest then the potential or actual conflict which may impair your objectivity when undertaking your daily activities must be disclosed. All disclosures should be made to your Head of Department and the Head of Compliance.
3.4 Outside Business Interests and Personal Associations
In order to ensure that staff do not engage in any activities that would detract, divert from or conflict with, the proper performance of their Baillie Gifford employment or would be in conflict with the interests of the firm, staff and Partners must inform the Human Resources department of any work they undertake where they receive any kind of remuneration if this is for anyone other than Baillie Gifford. In addition, staff and Partners must inform Human Resources prior to accepting work as a Director or Non-Executive Director of a listed company or any business related directorships, so that written approval from the Head of Compliance can be arranged.
Please see the Staff Handbook (located via the Landing Page on the Loop) for full details of the firms policy regarding outside business interests and employment.
In addition to the above, Registered Persons of BGFS are additionally required to obtain prior written approval from the Chief Compliance Officer of BGFS for any Director appointments or any work for which they will receive compensation outside of their Baillie Gifford employment.
We also must take steps to ensure that any personal interest or personal association does not affect, or reasonably appear to affect, our conduct or actions in Baillie Gifford and therefore conflict with our duties to clients or the firm.
Any Significant Relationship with another person working in a relevant business connected to Baillie Gifford may need to be disclosed to the Compliance Department. Relevant businesses would include:
- Investment managers
- Brokers
- Clients of Baillie Gifford
- Consultants/advisers to clients of Baillie Gifford or investors in Baillie Gifford funds
- Companies in which Baillie Gifford invests on behalf of our clients
- Other organisations with which Baillie Gifford has a contractual relationship.
A relationship with another person would be deemed significant if an independent third party might reasonably consider that it could affect your actions or those of a personal associate (whether or not it does so affect your conduct). If you have a relationship with an associated person that could potentially give rise to a conflict of interest, or the perception of one, then this should be disclosed to the Compliance Department. The Compliance Department
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will determine if the relationship needs to be recorded and whether any action needs to be taken to manage the conflict.
These disclosures are designed to ensure that our work is carried out on behalf of clients in an environment that is free from any suggestion of improper influence. If you are in any doubt as to whether a business interest or personal association or relationship needs to be disclosed, please contact a member of the Compliance Department for guidance.
4. Personal Account Dealing Policy
4.1 High Level Overview
Baillie Giffords first priority is in ensuring that in all circumstances, the firms clients interests are placed first and each client obtains the best execution of trades which we can arrange on their behalf. In order to ensure that this priority is consistently met, all staff have a responsibility to ensure that in no circumstances will clients be disadvantaged by employee PA Dealing.
The basic premise of Baillie Giffords PA Dealing Policy is that PA Dealing is permitted subject to a number of restrictions. Baillie Gifford therefore gives general permission to all members of staff and to their Connected Persons (defined later) to carry out investment transactions in designated investments in accordance with the following procedures. All staff must ensure that undertaking PA Dealing activities does not distract them from their day-to-day responsibilities.
4.2 General Rule on PA dealing
A member of staff or their Connected Persons are prohibited from
1. Entering into a PA deal where a) that person is prohibited from entering into it under the law and regulations governing market abuse and insider dealing as set out in the Baillie Gifford Market Abuse Policy. The Policy requires that no member of staff make personal use of material non-public information or engage in a securities transaction available only by reason of his or her position within Baillie Gifford. If a member of staff is aware that an investment opportunity is being actively considered by Baillie Gifford, they must first ensure that this is made available to Baillie Gifford before taking personal advantage of the opportunity. It is the personal responsibility of the member of staff to ensure that they are familiar with the provisions of that Policy. b) it involves the misuse or improper disclosure of confidential or proprietary information relating to clients or transactions for clients. c) it conflicts or is likely to conflict with a regulatory obligation which Baillie Gifford owes to its clients.
2. Advising or procuring any other person to enter into a transaction which would be precluded under 1 above.
3. Disclosing any information or opinion to any other person where it is reasonably likely that the result of that disclosure will lead to an activity precluded under 1 or 2 above. a) Entering into a PA deal or purchasing a contract of insurance, the purpose of which is to hedge away the risk of any downward adjustment in deferred remuneration which that member of staff may be entitled to receive under the firms remuneration policy.
A person will be considered to have undertaken such personal hedging if: a) The staff member enters into a contract with a third party; and b) The contract requires the third party to make payments directly or indirectly to the staff member that are linked to or commensurate with the amounts by which the staff members variable remuneration has been reduced.
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Failure on the part of members of staff or their Connected Persons to follow these procedures will be regarded as a disciplinary matter under the rules and procedures set out in the Code. If it is determined that gross misconduct has taken place, the member of staff may be subject to instant dismissal without payment in lieu of notice (If you are in any doubt as to whether an intended transaction for yourself or for a Connected Person is subject to the rules of the Policy you should check with the Compliance Department beforehand).
The remainder of this policy details the following information:
4.3 Application of Personal Account Dealing Policy 4.4 Prohibited and Exempt Securities and Transactions 4.5 Practical Procedures for Obtaining Permission
4.6 Practical Procedures to be followed in Special Circumstances 4.7 Reporting Requirements
4.8 Summary table of Security Types and Pre-Clearance and Reporting Requirements
4.3 Application of Personal Account Dealing Policy
The PA dealing rules apply to the following:
· All those listed in section 1.1 of this Policy
And Connected Persons which include:
- Immediate family (immediate family includes spouses, co-habitees, children under the age of 18 and immediate family members sharing the same household. It would also include parents/in-laws or other persons where decision making as to their investments is taken by them under advice from the member of staff);
- Organisations for whom members of staff have an active investment advisory input (this could include charities, churches, clubs etc);
- Trusts where as trustee the member of staff exercises investment influence (i.e. as sole trustee or a trustee exercising a considerable influence. In this case the trust must be made aware of the connection with Baillie Gifford & Co and must be requested to report transactions in securities of companies under our management to the member of staff serving as a trustee. He should then report the transaction to the Head of Compliance); and
- Syndicates where friends/family group together for the purpose of purchasing shares
Throughout this Policy, the above categories are referred to as Connected Persons.
The Policy applies to the following types of instruments (covered securities):
- equities
- bonds;
- derivatives;
- BG Unit Trusts/OEICS;
- Investment Trusts and other close end vehicles;
- unlisted investments; and
- spread betting on financial instruments.
It also applies to any investment in any of the above instruments through a wrapper product such as an ISA, SIPP
(including the Baillie Gifford Select SIPP), share plan or Variable Insurance Product. Please note that permission is not required for any deals through the Baillie Gifford Group Personal Pension Plan (GPPP).
The table in section 4.8 sets out various security types and transactions and whether they are covered by the Personal Account Dealing Policy, Preclearance and Reporting Requirements.
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If a member of staff is in any doubt as to whether an instrument is included or not in the Policy they should contact the Compliance Monitoring, Ethics and Conduct Assurance Team or email [email protected].
4.4 Prohibited and Exempt Securities and Transactions
4.4.1. Prohibited securities and transactions
No member of staff is permitted to purchase or sell, directly or indirectly, any security in which he or she acquires any direct or indirect personal holding and which, to his or her knowledge, is currently being purchased or sold by Baillie Gifford or which, to his or her knowledge, Baillie Gifford is actively considering recommending for purchase or sale. These prohibitions shall continue until the time that Baillie Gifford decides not to recommend such purchase or sale, or if this recommendation is made, until the time that Baillie Gifford completes, or decides not to enter into, the recommended purchase or sale. These prohibitions also apply to any purchase and sale by any member of staff of any convertible security, option, warrant or other derivative security, or any private placement of any issuer whose underlying securities are being actively considered for recommendation to, or are currently being purchased or sold by, Baillie Gifford. Any profits realised on trades made by members of staff within the proscribed period may require to be disgorged, particularly where the member of staff had, or was in a position to have had, knowledge of the fact that securities were being purchased or sold on behalf of Baillie Giffords clients.
4.4.2. Exempt securities and transactions
4.4.2.1 Securities exempt from pre-clearance requirements
The pre-clearance and reporting obligations shall not apply to the following exempt securities:
a) purchases or sales of securities that are direct obligations of the government of the United States or United Kingdom, bankers acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements); b) shares of money market mutual funds; c) shares of registered open-end management investment companies other than the Baillie Gifford sponsored OEICS, Unit Trusts and mutual funds; d) shares of US unit investment trusts (i.e. variable insurance contracts that are funded by insurance company separate accounts organised as unit investment trusts) that are invested exclusively in one or more registered investment companies. Please note that UK Investment Trusts are not exempt securities and that pre-clearance requirements apply.
The pre-clearance requirements shall not apply to the following transactions (although they will need to be disclosed in the Annual Holdings Report):-
4.4.2.2 Transactions exempt from pre-clearance requirements
a) purchases effected upon the exercise of rights (e.g. automatic reinvestment of dividends) provided by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; personal transactions effected under a discretionary portfolio management service where there is no prior communication in connection with the transaction between the portfolio manager and the relevant member of staff or other person for whose account the transaction is executed.
4.4.3. Prohibition on short-term profits
No member of staff may engage in the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 calendar days. All profits realised on such short-term trades will normally require to be disgorged. Subject to pre-clearance a securities transaction which occurs within the 60 day period as a result of a change in personal circumstances which takes place or becomes known during the period may not be considered a violation of this section or subject to the disgorgement rule upon review and approval of the Head of Compliance.
4.4.4. Investor PA trades (Blackout Period)
Investment Personnel are not permitted to PA trade in the seven calendar day period after a fund/strategy that they are involved in has traded in the same security.
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In addition, Investment Personnel are not permitted to PA trade in the seven calendar day period before a fund/strategy that they are involved in trades in the same security, where they were aware, at the point of requesting permission to trade and at the point of placing their PA dealing instruction, that a client order in that security was pending.
All profits realised on trades by Portfolio Managers within the proscribed period will normally require to be disgorged.
4.5 Procedures for Obtaining Permission
Prior to undertaking a PA Deal, members of staff are required to:
- obtain permission to use their desired broker (it is only necessary to follow this procedure on the first occasion of using a particular stockbroker); and
- to obtain internal pre-clearance from the Code of Ethics System (every time a PA deal is undertaken).
It is important that members of staff take all reasonable steps to ensure that these procedures are followed by whoever is dealing. The onus is on the member of staff to obtain permission and ensure that contract notes are sent to the Head of Compliance where the dealing is for a Connected Person.
4.5.1. Procedures for obtaining broker permission
Before a member of staff or a Connected Person begins to effect a transaction with a particular firm of stockbrokers permission must be obtained to use that broker. It should be noted that this also applies to on-line dealing. The reason for this permission is to inform the Broker that the member of staff works for Baillie Gifford and to ensure that brokers supply to the Head of Compliance, no later than 30 days after the end of the quarter in which the trading activity occurred, duplicate copies of confirmations of all personal securities transactions. Such confirmations may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security.
Each confirmation received from the broker shall be treated confidentially and will be maintained on file by the Compliance Department. The reports are, however, available for inspection by authorised members of the staff of regulatory authorities supervising Baillie Giffords investment business.
Note: No broker confirmation letters are required for transactions undertaken in an automatic investment plan. Furthermore, no NonExecutive Director of a Baillie Gifford company) shall be required to report or provide broker confirmation unless the Director knew or should have known that during the 15 calendar days before and after such Directors transaction in any security, Baillie Gifford purchased or sold the same security, or Baillie Gifford considered purchasing or selling the same security.
Every member of staff must (for their own dealing and that of a Connected Person):
- Notify the firm of stockbrokers that they work at Baillie Gifford & Co;
- Not accept or request any credit or special dealing facilities in connection with his dealings (The only exception to this rule is that the Management Committee may give special dispensation for members of staff to agree on rates. Where this permission is given the details must be supplied to the Head of Compliance);
- Notify the Head of Compliance that they or their Connected Person proposes to deal with the particular firm of stockbrokers and obtain his permission to do so;
- Prepare the relevant Broker Authorisation letter (either member of staff letter or Connected Person). Take two copies of the letter, both copies must be signed by the Head of Compliance with one being sent to the stockbroker and the other copy sent to the Head of Compliance; and
- Ensure that a copy of the contract note is sent by the stockbroker to the Head of Compliance or an electronic confirmation if provided through an on-line dealing service.
The quick guide document sets out the procedures for obtaining broker permission through the Code of Ethics System.
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Note: Registered Representatives of BGFS are required to use the Letter 3 template below as there is an additional FINRA responsibility for the broker to send quarterly statements to the CCO.
Click on the appropriate link below to obtain a copy of the Baillie Gifford Broker Notification Letter:
Letter 1 (Broker authorisation for member of staff)
Letter 2 (Broker authorisation for Connected Persons)
Letter 3 (Broker notification for BGFS representatives)
4.5.2. Procedures for obtaining internal permission
In addition to broker permission being obtained, members of staff are also required to obtain electronic internal pre-clearance from the Code of Ethics System. Pre-clearance of a PA deal will remain valid until close of business on the next business day from the time permission is obtained. If the proposed transaction is not completed during the period in which the pre-clearance is granted, the member of staff must seek additional pre-clearance prior to completing the transaction. In the case of postal deals (e.g. deals that require an application form or instruction form to be completed, i.e. dealing is not direct through a broker); your dealing instruction should be sent within this pre-clearance period, although the trade itself does not have to be executed.
Note: Non-Executive Directors of Baillie Gifford Life Ltd are not required to obtain pre-clearance for PA deals with the following exceptions:
- Pre-clearance is required for all transactions in BG managed Unit Trusts, OEICs and Investment Trusts
- Pre-clearance is required for all PA deals within seven calendar days before and after a board meeting.
The above policy is on condition that the Non-Executive Director does not have access to non public information on clients securities transactions or recommendations that are non-public.
The quick guide document sets out the procedures for submitting Trade Requests through the Code of Ethics System.
PA Dealing information will be reviewed and monitored by the Compliance Department. Should the monitoring conducted by the Compliance Department detect a potential violation of this Code or any apparent trading irregularity, that Department shall take whatever steps deemed appropriate under the circumstances to investigate said potential violation or trading irregularity. If the Compliance Department reasonably believes a violation or trading irregularity to exist, said violation or trading irregularity shall be reported to the Legal and Compliance Partner.
4.6 Practical procedures to be followed in special circumstances
Remote Access to the Code of Ethics System: Remote access is available on all Baillie Gifford devices. If a member of staff is away from the office (e.g. on business or on holiday), trade requests can be submitted through all BG devices.
Maternity/Parental Leave: If you are out of the office on maternity leave, or a period of flexible parental leave exceeding four weeks, there is no requirement for you to obtain PA dealing permission for any trades conducted by you (or a Connected Person) during this leave. If applicable, shareholdings in the Code of Ethics System can be amended upon your return to the office.
Limit Orders: The use of buy or sell limit orders is not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If, upon expiry of the permission period, the limit price has not been met, the member of staff must obtain fresh permission via the Code of Ethics System or ensure the limit instruction is cancelled.
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Stop Loss Orders: As for limit orders, stop loss orders (i.e. instruction to automatically sell securities if the share price reaches a pre-determined minimum price) are not prohibited under this policy, however, these must be carefully managed by members of staff as pre-clearance is only valid until close of business on the next business day from the time permission is obtained. If you wish to maintain a stop loss instruction beyond the permission period, fresh permission must be obtained via the Code of Ethics System.
4.7 Reporting Requirements
4.7.1. Initial reporting requirements
All new members of staff are required to disclose all personal securities holdings in which they have any direct or indirect holdings to the Compliance Department, within 10 days of commencing employment. The information provided must be current and no more than 45 days prior to the date the person joined the firm. Initial Holdings Reports must be submitted electronically via the Code of Ethics System.
The quick guide document sets out the procedures for submitting an Initial Holdings Report via the Code of Ethics System.
4.7.2. Annual reporting requirements
Each member of staff is also required to file an annual report disclosing all personal securities holdings by 1 February of each year. The information must be current as of a date no more than 45 days prior to the date the report was submitted. Annual Holdings Reports must be submitted electronically via the Code of Ethics System. The quick guide document sets out the procedures for submitting an Annual Holdings Report via the Code of Ethics System.
Note: Holdings reports must include shares owned through an automatic investment plan. Each holdings report may also contain a statement declaring that the reporting or recording of any such transaction shall not be construed as an admission that the member of staff making the report has any direct or indirect beneficial ownership in the security. NonExecutive Directors of Baillie Gifford companies are not required to provide initial or annual holdings reports.
4.8 Summary table of Security Types and Pre-Clearance and Reporting Requirements
This list is not all inclusive and may be updated from time to time. Please contact the Compliance Monitoring, Ethics and Conduct Assurance team for guidance as needed or email [email protected].
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| Covered by | ||||
| Code of | Pre- | Holdings | ||
| Ethics | ||||
| Security Type | clearance | Reporting | ||
| Policy | Required? | Required? | ||
| (Covered | ||||
| Security)? | ||||
| Equity securities (publicly traded) | Yes | Yes | Yes | |
| Derivatives (futures and options) | Yes | Yes | Yes | |
| Corporate Bonds | Yes | Yes | Yes | |
| Government securities | No | No | No | |
| BG managed Investment Trusts | Yes | Yes | Yes | |
| Non-BG managed Investment Trusts | Yes | Yes | Yes | |
| BG managed OEICs/Unit Trusts | Yes | Yes | Yes | |
| Non-BG managed OEICs, Unit Trusts, mutual funds or other open-end vehicles | No | No | No | |
| Unlisted investments: | Yes | Yes | Yes | |
| · | New issues, IPOs, private placements; | |||
| · | Crowd funding. | |||
| Venture Capital Trusts (VCTs), Enterprise Investment Scheme (EIS), business angel | Yes | Yes | Yes | |
| investments. | ||||
| Spread betting on a covered security | Yes | Yes | Yes | |
| Spread betting on financial markets or non-financial instruments | No | No | No | |
| Closed-end ETFs (Exchange traded fund) | Yes | Yes | Yes | |
| Open-end ETFs | No | No | No | |
| Cash ISAs | No | No | No | |
| Peer-to-peer lending | No | No | No | |
| Investments within the Baillie Gifford Group Personal Pension (GPPP) | No | No | No | |
| Investments within the Baillie Gifford Select SIPP | Yes | Yes | Yes | |
| Covered securities held within an ISA, SIPP, share plan or Variable Insurance Product. | Yes | Yes | Yes | |
| Covered securities held within a discretionary portfolio management service | Yes | No | Yes | |
| Covered securities acquired as a result of a corporate action*: | Yes | No | Yes | |
| · | Bonus (or Scrip) issues; | |||
| · | Rights issues; | |||
| · | Takeovers; | |||
| · | Reorganisations; | |||
| *where the member of staff has no influence over the timing and/or it is a set price (note: | ||||
| any subsequent sale of these securities would require pre-clearance). | ||||
| Sale of nil-paid rights or the part sale of nil-paid rights to fund a partial take up of new | Yes | No | Yes | |
| shares. | ||||
| Free shares acquired as a result of de-mutualisation (note: any subsequent sale of these | Yes | No | Yes | |
| securities would require pre-clearance). | ||||
| Employee Incentive Share Schemes (Connected Persons): | ||||
| · | Putting money aside for the future purchase of shares; | No | No | No |
| · | Buying shares at a set date and price; | Yes | No | Yes |
| · | Any subsequent sale of these shares | Yes | Yes | Yes |
| Monthly direct debit investments (in covered securities): | ||||
| · | Initial monthly investment; | Yes | Yes | Yes |
| · | Ongoing monthly investments (if no change to initial instruction); | Yes | No | Yes |
| · | Change to initial instruction (increase, decrease, cancel, switch). | Yes | Yes | Yes |
| Transfer of covered security: | Yes | No | Yes* | |
| · | from one person to another; | |||
| · | from one product to another; | |||
| where there is no change to the underlying holding (excluding shares sold to cover fees). | ||||
| * you will need to inform Compliance of the new account where the shares will be held. | ||||
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5. Inducements Policy
An area where a conflict of interest may arise is in the context of the giving or receipt of a gift or hospitality which may be viewed as a form of inducement.
Baillie Gifford must take reasonable steps to ensure that it and any person acting on its behalf does not pay or accept any fee or commission, or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty that Baillie Gifford owes to its customers or any duty which the recipient firm owes to its customers.
This Inducements Policy sets out the principles and procedures which all members of staff within Baillie Gifford must adhere to with regard to the giving or receipt of a gift or hospitality or anything else which may be viewed as an inducement, such as donations or political contributions.
The overriding principle is that all members of staff should not accept gifts, favours, entertainment, hospitality or other inducements of material value that could be seen as likely to influence their decision-making or make them feel beholden to a person or other firm.
Similarly Baillie Gifford and its members of staff should not offer gifts, favours, entertainment, hospitality or other inducements of value that could be viewed as overly generous or aimed at influencing decision-making or making the recipient feel beholden to Baillie Gifford or that member of staff.
Note: These general principles apply in addition to the more specific guidelines set out below. However, the guidelines do not attempt to cover every situation and must be interpreted in the light of the particular circumstances of each case. If you are in any doubt about any particular situation, you should consult with your Head of Department or the Compliance Department.
The remainder of this policy details the following information:
5.1 Guidelines for Gifts & Entertainment, Donations and Political Contributions.
5.2 Restrictions in Connection with the Sale of Packaged Products, i.e. Life Policies, OEICs, Unit Trusts and ISAs.
5.3 Packaged Products Guidance on Acceptable Indirect Benefits 5.4 FINRA Specific Requirements for Registered Persons of BGFS
5.5 Specific Requirements for Employees and Licenced Representatives of BGA(HK)
5.1 Guidelines
5.1.1. Application to all staff
The general principles and guidelines apply to all staff within Baillie Gifford irrespective of whether they are in direct contact with clients or potential clients or not.
5.1.2. Application to all third parties
Whilst the FCA requirements relate to managing or minimising conflicts which affect the services provided to our clients and to firms who in turn are advising clients, our principles also apply to other third parties who supply goods or services, whether these are supplied to clients or on the clients behalf or are supplied to Baillie Gifford itself. This ensures that the standards set are consistently applied by all staff and for all relationships.
5.1.3. No Solicitation
Baillie Gifford expressly prohibits staff from soliciting for themselves or for members of their family or for the firm itself, gifts, hospitality, entertainment or anything of value from a client, potential client, supplier or any other entity with which Baillie Gifford does business (other than fees and expenses properly due and payable).
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5.1.4. No Cash Gifts
No member of staff may give or accept any financial instruments, including cash gifts to or from a client, potential client, or any entity that does business with or on behalf of Baillie Gifford. This applies equally to the giving or receiving of promotional competition prizes.
5.1.5. Donations
As a general rule, no cash donations should be made in connection with our clients or prospective clients. Donations of non cash prizes are acceptable, providing they meet the criteria in the Inducements policy. Cash donations are more likely to be viewed as giving rise to a conflict and our general policy is that these should be avoided. Any cash donations which are proposed, as an exception to the general rule, should be pre-cleared with the Head of Compliance. For example it may be permissible to make a cash donation to a charity on the death of a long standing contact as a client, although the amount of the donation should be carefully considered.
Please note that this does not affect charitable donations, approved via our Sponsorship Committee, which are not connected with our clients or prospects.
5.1.6. Political Contributions Policy
Political contributions by financial services firms and their personnel have come under increased regulatory scrutiny in the US. Regulators have expressed concern that some in the financial services industry are inappropriately influencing the awarding of business for state and local government entities by making political contributions to officials holding or running for office. These pay-to-play activities are now restricted by numerous federal, state, and local laws. The Securities and Exchange Commission (SEC) has enacted a pay-to-play rule for investment advisors. This rule restricts the political contributions and political fundraising activities that may be engaged in by investment advisors and their personnel. The consequences for violations of the SEC rule and other state and local laws are significant. In the event of a violation, Baillie Gifford could be prohibited or restricted from doing business with certain government entities.
Given the scale of our activities in the US, the following procedures apply to all staff within Baillie Gifford, irrespective of whether they are in direct contact with clients or potential clients or not, and to their connected persons (see section 4.3 of the Code of Ethics for a definition of connected persons). There will also be additional reporting obligations for US based staff. The requirements are as follows:
1. All members of staff are required to obtain preclearance from the Compliance Department before either they or a connected person:· make any political contributions, either directly or indirectly, to US federal, state or local officials; or· participate in any political fund raising activity in the US.
Preclearance should be obtained by contacting the Head of Compliance.
2. All members of staff must confirm on an annual basis, that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund raising activity in the US. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that staff already submit on an annual basis.
3. In addition to requirement (2) above, US based staff must confirm on a quarterly basis that they have disclosed to the Compliance Department any political contributions made to US federal, state or local officials and any political fund raising activity in the US. The disclosure should be submitted by e-mail upon request from the Compliance Department.
4. Upon joining the firm, all new members of staff must disclose to the Compliance Department any political contributions made to US federal, state or local officials and any political fund raising activity in the US within the previous two years. This disclosure will form part of the existing Personal Compliance Responsibilities Certificate that all new staff are required to submit upon joining the firm.
Whilst strictly speaking the above requirements apply to US political contributions only, members of staff should also give due consideration to all other political contributions (UK or otherwise) from a general conflicts of interest and transparency perspective. Staff should disclose to the Compliance Department, any political contributions that may give rise to an actual conflict of interest, a potential conflict of interest or the perception of one.
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5.1.7. De Minimis Gifts
Gifts given or received which are of a de minimis nature due to their characteristics or likely cost are unlikely to give grounds for suggestions of undue influence and are therefore exempt. Typical examples of de minimis gifts would include umbrellas, diaries and pens with advertising logos for the donor company.
The Compliance Department should be consulted in any questionable situation.
5.1.8. Gifts which are not De Minimis
All gifts given or received which are not de minimis must be recorded in the Code of Ethics System. It is generally acceptable for members of staff to retain gifts received that are below £50 in value, provided this is not with undue frequency. In the case of gifts received above £50 in value, the member of staff concerned should consult with their Head of Department as to the appropriate course of action. In the majority of cases gifts above £50 which are received should be:
- surrendered to the Events Team for use for charitable purposes or distribution as part of the firms annual Christmas raffle;
- returned to the third party concerned; or
- distributed amongst the Department in the case of perishable gifts, e.g. hampers.
Where the member of staff wishes to retain a gift above £50, then he or she should pay for the estimated cost of the gift above this limit and this amount should be given to the Finance Department for use for charitable purposes.
Similarly, gifts above £50 in value should generally not be given by a member of staff.
5.1.9. Promotional Competition/Prizes
In offering any promotional competition or prizes, the member of staff responsible should:
- consider the likely impact or influence the prize would have on the recipient; and
- consult with a Partner or the relevant Board on the likely impact of the competition on the brand of Baillie Gifford.
In all cases the prize offered should be of reasonable value, i.e. it should not be excessive or inappropriate.
Any competition prizes won by a member of staff at a business related event, e.g. a conference or seminar, should be recorded for transparency in the Code of Ethics System.
5.1.10. Business Lunches/ Dinners
The establishment and maintenance of strong relationships with our clients, suppliers, intermediaries and consultants is integral to our ability to provide effective investment management services. Routine business lunches or dinners are good mechanisms for building and maintaining relationships and are unlikely to give grounds for suggestion of undue influence unless they become overly frequent or are unduly lavish.
Routine business lunches and dinners given do not require to be reported. These should be recorded in Baillie Giffords expenses system. The Business Expense Claims procedure will provide an adequate control over the magnitude of costs incurred by Baillie Gifford when giving such lunches and dinners.
Many of Baillie Giffords clients (particularly those covered by ERISA) are subject to specific reporting requirements regarding their acceptance of business lunches and dinners. In order for Baillie Gifford to ensure that it is able to provide clients with their required information, the following additional information should be recorded on the Business Expense Claim Form, with respect to any clients for whom we have hosted a business lunch or dinner:
- The name of the client being entertained;
- The names of the individuals being entertained;
- The total cost of the lunch or dinner.
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Generally, routine business lunches and dinners received do not need to be reported. The exception to this is business lunches and dinners received from UK or European financial institution or intermediary that provides advice or portfolio management services to retail clients (MiFID firms). Such lunches and dinners do need to be recorded in the Code of Ethics System.
5.1.11. Entertainment/Hospitality Given
All members of staff must exercise discretion in offering hospitality. Members of staff should not provide extravagant or excessive entertainment to a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not provide entertainment to such parties with undue frequency.
With the exception of occasions where the client is a MiFID firm (see below), members of staff may provide entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or Baillie Gifford is present at the event. If the person or Baillie Gifford is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 should generally not be given by a member of staff.
In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be offered if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
An acceptable minor non-monetary benefit is one which is capable of enhancing the quality of service provided to the client and consists of hospitality of a reasonable de minimis value such as food and drink during a business meeting, conference, seminar or training event. Baillie Gifford have set a de minimis limit of £100 per head to allow a reasonable level of hospitality at business events. Standalone hospitality that is not directly linked to a business event, e.g. sporting events, is no longer permitted. These restrictions apply to hospitality provided to MiFID firms only and not to hospitality provided to UK or Overseas segregated clients or suppliers). It is the policy of the Investment department not to accept standalone hospitality.
5.1.12. Entertainment/Hospitality Received
All members of staff must exercise discretion in accepting hospitality. Members of staff should not accept extravagant or excessive entertainment from a client, prospective client, a business in which Baillie Gifford invests, or any person or entity that does or seeks to do business with or on behalf of Baillie Gifford or our clients. Similarly, a member of staff should not accept entertainment from such parties with undue frequency.
Members of staff may accept entertainment or hospitality, such as a dinner (unconnected with business), sporting, charitable or cultural event of reasonable value provided that the person or firm providing the entertainment is present at the event. If the person or firm is not present, then the entertainment becomes a gift and the procedures in section 5.1.8 apply, i.e. gifts above £50 should generally not be accepted by a member of staff.
It is the policy of the firm not to accept standalone hospitality from broker firms. For this purpose standalone hospitality would include invitations to and attendance at sporting or cultural events and any associated travel, accommodation, drinks and meals. This policy would not affect routine business lunches or dinners or reasonable hospitality attached to conferences or other educational events or social events which are distributed widely and of a de minimis nature (i.e. under £100 per head). This covers by way of example a broker drinks evening at which the broader Edinburgh asset management community is invited.
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In considering the hospitality or entertainment event, you should note that attending expensive or exclusive sporting or cultural events can draw criticism. Invitations should not be accepted if they could be construed as being unusual or risk creating a sense of obligation to the host or bias in their favour.
In situations of any doubt, consult with your Head of Department.
All entertainment or hospitality must be recorded in the Code of Ethics System.
In many cases the value of an event will not be clear. Here, you should give your best estimate of the value at the time the decision is taken, considering the street value of the event in the eyes of a third party.
Do not hesitate to ask the host for further information about the event (e.g. cost) in order to reach a decision.
5.1.13. Travel/Accommodation Costs
In the case of a member of staff receiving hospitality or entertainment, travel and accommodation costs should be paid for by that member of staff or a request made to the organiser of the event that the individual member of staff be invoiced for these costs. Where the third party has arranged a discounted hotel rate or other reduction in the cost of the accommodation or travel, it is reasonable for the member of staff to accept this reduced rate. Likewise where the host provides communal transport which is not excessive or unduly lavish, for example the use of a mini bus.
In the case of Baillie Gifford offering hospitality, travel expenses will ordinarily be paid for by the recipient of the entertainment or hospitality. However, there may be occasions where reasonable accommodation costs can be provided by Baillie Gifford subject to this meeting the general principles of this Policy.
5.1.14. Disclosure
A key aspect of Baillie Giffords Inducements Policy is disclosure. Under our procedures, all gifts (other than de
minimis) and hospitality which are given or received are recorded in the Code of Ethics System. Disclosures should be made to your normal gifts and entertainment representatives for Dealing, Investors and Clients Department, and Compliance for all other departments.
Likewise, all members of staff should consider if an inducement which has been offered or received should be disclosed to a client, or potential client. This will depend upon the circumstances of each case. As an example, where a fee is paid to a third party consultant in order to place details of Baillie Gifford on a consultant database, we should disclose this payment to any potential client of the consultant who considers us for an investment mandate.
5.1.15. Client Specific Code of Ethics Requirements
A small number of Baillie Giffords clients have specific code of ethics requirements which go beyond Baillie
Giffords Inducements Policy. Members of staff, and Client Contacts in particular, should consider these additional requirements when giving gifts and/or entertainment to these clients.
Click on this link to access the current list of clients with specific requirements.
5.2 Restrictions in Connection with the Sale of Package Products, i.e. Life Policies, OEICs, Units Trusts and ISAs
If a firm is required to disclose commission (or commission equivalent) (under COBS 6.4) to a client in relation to the sale of a packaged product, a member of staff should not enter into any of the following arrangements:
- volume overrides where commission (or commission equivalent) paid in respect of several transactions is more than a simple multiple of the commission (or commission equivalent) payable in respect of one transaction of the same kind; and
- an agreement to indemnify the payment of commission (or commission equivalent) on terms that would or might confer an additional financial benefit on the recipient in the event of the commission (or commission equivalent) becoming repayable.
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5.3 Packaged Products Guidance on Reasonable Indirect Benefits
The general principles at the beginning of this section are particularly important in relation to packaged products. Staff must not pay or accept any fee or commission, or provide or receive any non-monetary benefit if it is likely to conflict to a material extent with any duty the firm owes to its customers or any duty which the recipient firm (which includes independent intermediaries) owes to its customers.
In relation to the sale of packaged products, we are only able to provide minor non-monetary benefits if they are designed to enhance the quality of service to the client. The list below indicates the kind of benefits that are capable of enhancing the quality of the service provided to a client and, depending on the circumstances, are capable of being given or received without conflicting with clients best interests. However, these need to be considered on a case by case basis.
Benefits are unlikely to give rise to conflicts if they are:
- reasonable and proportionate,
- of a limited scale and nature,
- do not need to be relied upon by the intermediary,
- could reasonably not be expected to result in the channelling of business from the intermediary to Baillie Gifford, and
- do not result in the intermediary recovering more than its reasonable costs.
The list below summarises the kind of reasonable non-monetary benefits which the provider firm can give or receive. This list is summary only and any member of staff should contact the Compliance Department for further guidance before deciding whether to give or accept the benefit (* = only if available to independent intermediaries generally):
1. Gifts, hospitality and promotional competition prizes of a reasonable value. Gifts and corporate hospitality given to intermediaries must not exceed an aggregate limit of £1,000 per intermediary firm, per calendar year. This limit applies to gifts and corporate hospitality only and excludes conferences, seminars and training events. For large intermediary firms, the £1,000 limit can be applied at regional office level. In addition, events must be designed for business purposes that result in advisers being able to provide a better service to their customers.
2. A product provider can assist another firm to promote its packaged products so that the quality of its service to clients is enhanced.
Points (3) to (6) in relation to joint marketing exercises:
3. Generic product literature (letter heading, leaflets, forms and envelopes) as long as the literature enhances the quality of the service to the client and is not primarily of promotional benefit to the product provider, and the distribution cost is borne by the intermediary.
4. Freepost envelopes*
5. Product specific literature (for example, key features, minimum information) subject to specific conditions.
6. Draft articles, news items and financial promotions for publication in the intermediarys magazine as long as any cost borne by the provider firm is not more than market rate and excludes any distribution costs.
7. Take part or pay towards the cost of seminars and conferences organised by another firm as long as it is:· For a genuine business purpose· Reasonable and proportionate.
Any costs paid should be associated with the level of Baillie Giffords participation and by reference to the time that Baillie Gifford staff have played an active role. Baillie Gifford should not be paying all an advisory firms costs incurred in running a seminar or conference.
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8. Freephone link *
9. Technical services
· Quotations and projections relating to its packaged products and advice on completion of forms or other documents· Access to data processing facilities or to data related to the firms business· Access to 3rd party electronic dealing or quotation systems· Software giving information about the firms packaged products. Any payments to an intermediary that go beyond that which is required to operate software supplied by Baillie Gifford would not be permitted.
Likewise, any payments to develop an intermediarys general IT systems would not be permitted.
10. Generic technical information in writing, not necessarily related to the firms business* or if it is of a specialist nature is made available to a particular class of intermediary.
11. Training facilities (lectures, venues, written material, software)*
If Baillie Gifford is giving an advisory firm training on the features and benefits of its products or services, the training should be made reasonably available to all advisory firms that could recommend Baillie Giffords products, even if only on a first-come, first-served basis.
12. Reimbursement of reasonable travel and accommodation expenses if the intermediary participates in a training event organised by the firm.
Please note, that whilst this section applies to packaged products, the arrangements in (12) above can also be applied to our institutional business, although consideration must be given to overseas clients with specific code of ethics requirements on inducements.
5.4 FINRA Specific Requirements for Registered Persons of BGFS
Registered persons of BGFS are not permitted to give or receive any gifts of value in excess of $100 per individual per year to another FINRA members registers persons.
Small gifts of less than $100 per year per recipient are aggregated toward the annual gift limit. For further information on BGFSs Gifts and Entertainment policy, please see the BGFS Written Supervisory Procedures.
5.5 Specific Requirements for Employees and Licensed Representatives of BGA(HK)
Employees and Licensed Representatives of BGA(HK) are bound by the HKD equivalent (on a day to day basis) of all GBP values quoted within this policy.
As such, employees and Licensed Representatives are not permitted to give or receive any gift of value in excess of the HKD equivalent of £50.
6. Whistleblowing Policy
In 2013 the UK Parliamentary Commission on Banking Standards recommended that banks put in place mechanisms to allow their employees to raise concerns internally (i.e. to blow the whistle) and that they appoint a senior person to take responsibility for the effectiveness of these arrangements. In 2015, both the PRA and the FCA consulted on a package of rules and guidance (Whistleblowing Regulations) for firms to formalise their whistleblowing procedures.
The contents of this policy have been updated to reflect these new requirements. In addition to the PRA and FCAs regulation there is UK legislation which applies including the Public Interest Disclosure Act 1998 (PIDA) and the Employment Rights Act (1996). The UK is not the only jurisdiction to which whistleblowing applies and other
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jurisdictions in which Baillie Gifford operates such as the USA and Canada are also in scope for whistleblowing. This policy is designed to ensure compliance with the SECs Whistleblower Program created under the Dodd Frank Act and other applicable regulatory measures.
6.1 Scope and Application
This policy applies to Baillie Gifford & Co and all its affiliated companies (Baillie Gifford) and the following relevant individuals:
- All employees of Baillie Gifford entities
- Partners of Baillie Gifford
- Fixed term, temporary and agency staff
- Interns and summer students
- Secondees to Baillie Gifford
- Contractors (with systems access)
- Individuals providing services via Personal Service Companies
- Non-Executive Directors of Baillie Gifford Life Ltd
This policy puts into practice Baillie Giffords support for the spirit and letter of the Whistleblowing Regulations.
These regulations give protection to all relevant individuals who raise concerns about alleged malpractice at work; commonly known as Whistleblowing. In normal course, we would expect any HR issues or customer complaints to be routed through the established channels for those issues rather than be treated as Whistleblowing. That said,
Baillie Gifford aims to ensure that we do not unknowingly harbour malpractice and we do this by encouraging all relevant individuals to report any concerns that they may have. A reportable concern is defined as a concern held by any person in relation to the activities of a firm, including;
a) Any matter that, if disclosed, would be the subject matter of a protected disclosure, including a breach of any rule; b) A failure to comply with the firms policies and procedures; and c) Behaviour that has or is likely to have an adverse effect on the firms reputation or financial well-being
Baillie Gifford will view acts of malpractice seriously and any concerns reported will be investigated promptly and treated confidentially.
This policy is intended to cover serious issues and does not include normal day to day problems or errors which should be reported as quickly as possible to your immediate manager.
6.2 UK Legislation
PIDA states that individuals who make qualifying disclosures of information in the public interest have the right not to suffer detriment by any act or omission of their employer because of the disclosure. A qualifying, protected disclosure is one which, in the reasonable belief of the individual, suggests that one or more of the following has been, is being, or is likely to be committed and is in the public interest:
- a criminal offence;
- a failure to comply with any legal obligation;
- a miscarriage of justice;
- possible improprieties in matters of financial reporting;
- the putting of the health and safety of any individual in danger;
- damage to the environment; or
- deliberate concealment relating to any of the above.
PIDA protects you in making a disclosure where the disclosure meets the requirements set out above and is made in good faith.
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The Employment Rights Act (1996) also considers a protected disclosure as being a qualifying disclosure as defined above made by a worker to his employer or other responsible person.
6.3 Obligations for Baillie Gifford
Baillie Gifford is required to establish, maintain and implement appropriate and effective arrangements for the disclosure of reportable concerns internally through a specific, independent and autonomous channel. This includes the appointment of a whistleblowing champion, a whistleblowing policy and whistleblowing procedures to provide protection for those who whistle blow. Employment contracts and termination agreements have wording on workers legal rights on disclosure and should not deter staff from whistleblowing.
6.4 Whistleblowing Champion
Within Baillie Gifford, the whistleblowing champion is the Head of Internal Audit, Lyndsay Cooper. The whistleblowing champion has the following responsibilities:
1) To oversee the development and on going integrity, independence and effectiveness of whistleblowing practices, policies and procedures
2) To have oversight of the area responsible for dealing with reportable concerns
3) To be involved as part of their oversight role for tribunals related to whistleblowing
4) To prepare / oversee the preparation of the annual board report
6.5 Reporting
Internal arrangements are in place for people to make reportable concerns (report malpractice at work / whistle blow). These arrangements within Baillie Gifford are outlined below.
6.6 Internal Reporting
Any relevant individual who has a serious concern should not hesitate to raise the issue with the whistleblowing champion. Any issues raised will be treated seriously and in confidence. Baillie Gifford gives a firm assurance that there will be no adverse consequences as a result of such a report being made.
Staff should feel able to raise any such concern internally, confident that it will be dealt with properly and that all reasonable steps will be taken to protect you from victimisation.
The format of any investigation may vary depending on the circumstances. Any relevant individual who makes a reportable concern may be required to attend one or more fact finding meetings and can choose to be accompanied by a work colleague. The result of the investigation will be communicated to the individual who has raised the issue as well as to any individual under investigation and any relevant external authorities.
Records are to be kept of the concerns reported, by whom they were reported and the outcome. These concerns are to be reviewed and assessed to determine if they are genuinely reportable concerns, or whether they are more appropriate to be channelled elsewhere in the firm. For example, there may be routine matters which are more appropriate to be dealt with by HR or customer complaints teams.
Whistleblowing concerns can be reported on a named or anonymous basis and relevant individuals can also whistle blow directly to the regulator, without going through the internal process. Any duty of confidentiality that you owe under contract of employment does not preclude your right to raise malpractice concerns either internally or externally under this policy.
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6.7 Submitting a Reportable Concern
In the event that a reportable concern is needed to be made, notification should be sent direct to
[email protected]. Should you wish to make a submission on an anonymous basis please send in an envelope marked Private and Confidential to Lyndsay Cooper. If you are not based in Edinburgh, please address as Private and Confidential to the named individual above at Calton Square, 1 Greenside Row, Edinburgh, EH1 3AN.
6.8 External Reporting
The above policy does not prevent individuals from raising serious concerns outside Baillie Gifford. You have the right to raise serious issues outside Baillie Gifford, for example: the police for any illegal act; the FCA (020 7066 9200), the PRA (0203 461 8703) or the Securities Exchange Commission (https://www.sec.gov/whistleblower/) as applicable for a regulatory breach; and Edinburgh City Councils Environmental Services Department for health and safety issues (0131 529 3030).
If you have reported malpractice internally and you are concerned either by the response or lack of response, or if you feel unable to talk to anyone internally for whatever reason, you can contact the regulators directly using the contact details provided above. PIDA protects you if you contact the FCA or PRA where:
- you satisfy the test for raising the issue (as described in the introduction to this policy);
- you reasonably believe the information and any allegations in it are substantially true; and
- you reasonably believe the FCA or PRA is responsible for the issue in question.
Relevant individuals are able to seek independent advice regarding possible malpractice from an independent organisation called Public Concern at Work (PCAW). Further information regarding PCAW can be found on their website www.pcaw.org.uk or by telephone (020 7404 6609).
6.9 False Accusations
In the event that an accusation was false and found to have been made with malicious intent then it may subsequently be treated as misconduct and dealt with in line with the firms Disciplinary Procedure.
6.10 Client Specific Whistleblowing Obligations
Several of Baillie Giffords Clients have included within their Investment Management Agreements (IMAs) a
Whistleblowing clause, obligating staff at Baillie Gifford to report any concerns they may have about the Client.
It is important that Staff, specifically Client Contacts, are aware of any whistleblowing obligations detailed in Client IMAs to ensure they understand how to act if they identify a reportable concern with a client representative.
6.11 Annual Report
An annual report is to be made to the Management Committee and Baillie Gifford Life Limited Board. There is no prescribed content, other than the requirement to include any details of the whistleblowing employment tribunals which the firm has lost. This report is to be made available to regulators upon request, but is not required to be submitted to the PRA or the FCA.
6.12 Training & Awareness
The whistleblowing policy will be brought to the attention of all relevant individuals on joining Baillie Gifford and on a periodic basis thereafter.
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7. Acknowledgement and Certification
7.1 Receipt and Acknowledgement of the Code
All members of staff are required to receive a copy of the Code of Ethics and any amendments to the Code of Ethics. All members of staff are required to complete an annual certification, confirming that they have read the Code of Ethics and acknowledging that they are subject to its requirements. Further, all members of staff confirm through the annual certification that they have complied with the Code and that they have disclosed or reported all information required to be disclosed or reported according to the requirements of the Code.
All certifications of receipt of the Code shall be filed with the Compliance Department by submitting a Certificate of Compliance.
7.2 Annual Report to Baillie Gifford Boards
The Head of Compliance will prepare and submit to the appropriate Baillie Gifford Boards an annual report which:
- certifies that the firm or investment company as appropriate has adopted procedures designed to prevent Access Persons from violating the Code;
- identifies any violations of the current procedures for personal securities investing and managements recommended response; and
- makes any recommended changes in the procedures, as appropriate, based on operating experience under the Code, evolving industry practices or amendments to applicable laws or regulations.
Baillie Gifford & Co Head Office
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone +44 (0)131 275 2000 www.bailliegifford.com
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| Table of Contents | |
| Message from our CEO | |
| The Code of Ethics at a Glance | 2 |
| Section 1. Background | 4 |
| Section 2. Standards of Conduct | 4 |
| 2.1. Conflicts of Interest | |
| (a) When can conflicts of interest arise? | |
| (b) What types of conflicts of interest must I avoid? | |
| (c) Which conflicts of interest do I need to disclose? | |
| (d) When and how do I disclose conflicts of interest? | |
| Section 3. Outside Business Activities | 6 |
| 3.1 Outside Business Activity Requirements | |
| (a) Am I prohibited from engaging in any outside business activities? | |
| (b) Am I required to obtain preclearance for any outside business activities? | |
| (c) What outside business activities do not require preclearance? | |
| (d) When and how do I preclear an outside business activity? | |
| Section 4. Gift and Entertainment Policy | 10 |
| Section 5. Anti-Bribery Policy | 10 |
| Section 6. Antitrust and Competition Policy . | 12 |
| Section 7. Duty of Confidentiality | 12 |
| Section 8. Personal Trading and Reporting Requirements . | 12 |
| 8.1 General Trading Prohibitions and Reporting Requirements | |
| (a) What are the general trading prohibitions? | |
| (b) Am I required to maintain Securities in a brokerage account at Vanguard? | |
| (c) What am I required to report? | |
| 8.2 Additional Trading and Reporting Requirements for Investment Persons | 15 |
| (a) Which Securities trades am I required to preclear? | |
| (b) How do I obtain preclearance? | |
| (c) How long is my preclearance approval valid? | |
| (d) Am I required to obtain preclearance before investing in a Private Placement? | |
| (e) Are there Securities transactions that I do not need to preclear? | |
| (f) Am I subject to restrictions on my personal trading in Covered Securities? | |
| (g) Am I prohibited from engaging in certain Securities transactions? | |
| (h) What happens if I make a short-term trade in a Vanguard Fund? | |
| (i) Are there any additional reporting requirements that apply to me? | |
Table of Contents (continued)
| 8.3 Additional Trading Prohibitions and Reporting Requirements for Fund Access Persons | 20 |
| (a) Which Securities trades am I required to preclear? | |
| (b) How do I obtain preclearance? | |
| (c) How long is my preclearance approval valid? | |
| (d) Am I required to obtain preclearance before investing in a Private Placement? | |
| (e) Are there Securities transactions that I do not need to preclear? | |
| (f) Am I subject to restrictions on my personal trading in Covered Securities? | |
| (g) Am I prohibited from engaging in any Securities transactions? | |
| (h) What happens if I make a short-term trade in a Vanguard Fund? | |
| (i) Are there any additional reporting requirements that apply to me? | |
| 8.4 Additional Trading Prohibitions and Reporting Requirements for VAI Access Persons | 24 |
| (a) Am I required to preclear Security trades? | |
| (b) Am I required to obtain preclearance before investing in a Private Placement? | |
| (c) Am I prohibited from engaging in any Securities transactions? | |
| (d) What happens if I make a short-term trade in a Vanguard Fund? | |
| (e) Are there any additional reporting requirements that apply to me? | |
| 8.5 Additional Trading Prohibitions for Non-U.S. Crew Members | 26 |
| (a) What are the additional trading prohibitions? | |
| (b) What are the Vanguard Fund reporting requirements in Australia? | |
| (c) What are the additional trading restrictions for Japan? | |
| (d) What additional information is required to be reported for accounts where I have Investment Discretion? | |
| Section 9. Certification Requirements | 28 |
| 9.1 What am I required to certify initially? | |
| 9.2 What am I required to certify annually? | |
| Section 10. Penalties and Sanctions | 28 |
| 10.1 How are violations administered by Compliance? | |
| 10.2 How is an appropriate sanction determined? | |
| 10.3 How is the materiality of a violation determined? | |
| 10.4 What are my obligations to report a violation? | |
| Section 11. Waivers | 29 |
| Appendix A. Definitions | 31 |
| Appendix B. Independent Directors and Trustees | 36 |
Do the right thing
At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.
Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.
All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.
Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguards reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.
Mortimer J. Buckley
President and Chief Executive Officer
| The Code of Ethics at a Glance | |
| Below are some of the general requirements of the Code of Ethics | |
| which may impact you the most. These descriptions are for guidance | |
| only. Please consult the applicable provisions of the Code of Ethics for | |
| detailed requirements. | |
| 1. Clients Interests Come First | 6. Antitrust and Competition |
| You must serve the interests of Vanguard | You are prohibited from engaging in activity |
| Clients ahead of your own personal interests. | that could have an anticompetitive effect on |
| the price of goods, services, securities, | |
| 2. Conflicts of Interest | or other trading conditions in the global |
| Your actions, decisions, and interests should | marketplace in which we operate. |
| not compete or conflict with Vanguard | |
| or Vanguard Clients interests. You must | 7. Insider Trading |
| report any potential conflicts of interest to | You are prohibited from buying or selling |
| Compliance. | any Security while in the possession of |
| material nonpublic information about the | |
| 3. Business Activities Outside of Vanguard | issuer of the Security. |
| You may engage in outside business activities | |
| that do not conflict with Vanguards interests; | 8. Personal Trading Activities |
| however, you must obtain approval from | You are required to abide by the Code of Ethics |
| Compliance for certain outside business | requirements related to holding, reporting, and |
| activities. | trading Securities for personal benefit. Personal |
| trading restrictions and reporting requirements | |
| 4. Gifts and Entertainment | vary depending on the rules of the country you |
| When doing business with Vanguard Clients, | are working in and whether you are an Access |
| vendors, potential Vanguard Clients, and | Person or a Non-Access Person. |
| others, you must abide by limitations on giving | |
| and receiving gifts and business entertainment. | 9. Certification Requirements |
| Under the Gift and Entertainment Policy, you | On an annual basis, you must acknowledge |
| must report certain gifts and entertainment to | that you understand the Code of Ethics and |
| Compliance. | will comply with its provisions. |
| 5. Anti-Bribery | |
| You are prohibited from engaging or | |
| participating in any form of bribery or | |
| corruption. | |
2
Clients Interests
Come First
You must serve the
interests of Vanguard
Clients ahead of your
own personal interests.
| Section 1. Background | 2.1 Conflicts of Interest |
| The Code of Ethics (Code) has been approved | A conflict of interest is defined as any situation |
| and adopted by the board of directors of The | where financial or other personal factors can |
| Vanguard Group, Inc. (Vanguard), the boards of | compromise independence, objectivity, or |
| trustees of each of the Vanguard Funds, and the | professional judgment. A conflict of interest |
| boards of directors of each of Vanguards Affiliates, | exists when these factors compete, or give the |
| as applicable. Unless stated otherwise, the Code | appearance of competing, with your duty to serve |
| applies to all Crew Members and Contingent | the interests of Vanguard and Vanguard Clients. |
| Workers. The Code also contains provisions | |
| applicable to Independent Directors and Trustees | 2.1(a) When can conflicts of interest arise? |
| (Appendix B). | |
| Even the perception of a conflict could negatively | |
| affect Vanguard and harm our reputation. Its | |
| Section 2. Standards of Conduct | important to understand the following conflict |
| situations: | |
| Vanguard consistently seeks to earn and maintain | |
| the trust and loyalty of our clients by adhering | Actual conflict of interest. A situation where |
| to the highest standards of ethical behavior and | your personal interests directly conflict with |
| fiduciary responsibility. You must adhere at all | your duties, responsibilities, or the terms of |
| times to the spirit, and not just the letter, of the | your assignment at Vanguard. |
| Code. Any transaction or activity that violates either | Perceived conflict of interest. A situation |
| of the standards of conduct described below is | where it appears that your personal interests |
| prohibited, regardless of whether it meets technical | inappropriately influence the performance of |
| rules found elsewhere in the Code. Accordingly, | your duties, responsibilities, or the terms of |
| you must conduct yourself in accordance with | your assignment at Vanguard - whether founded |
| applicable law and regulations, and the following | or not. |
| standards of conduct: | Potential conflict of interest. A situation |
| that could arise in the future where your | |
| Vanguard Clients interests come first. You | personal interests would affect your duties, |
| must at all times place the interests of Vanguard | responsibilities, or the terms of your assignment |
| Clients first. In particular, you must avoid serving | at Vanguard. |
| your own personal interests ahead of the | |
| interests of Vanguard Clients. | |
| Depending on your role or the terms of your | |
| Conflicts of interest must be avoided. | assignment at Vanguard, the potential for conflict |
| Your actions, decisions, and interests cannot | may also arise where an Immediate Family |
| compete or conflict with Vanguards interests | Member is employed by, or associated with, a |
| or the interests of Vanguard Clients. You must | company with which Vanguard has or is looking to |
| ensure that you do not have a conflict with your | establish a relationship. |
| duties for Vanguard and that you do not use | |
| Vanguards name, property, facilities, confidential | Example: Your spouse is employed as a trader at |
| information, relationships, or other assets for | a brokerage firm that executes Vanguard Fund |
| personal benefit or for outside work or other | trades - if you are a phone associate, a conflict |
| endeavors. | may not exist; however, if you hold a position |
| in the Investment Management Group or Fund | |
| Vanguard Affiliates or your specific department | Financial Services, a potential conflict may exist. |
| may have additional policies regarding conflicts of | |
| interest that you must also follow. | |
4
Your actions, decisions, and
interests should not compete
or conflict with Vanguard or
Vanguard Clients interests.
You must report any potential
conflicts of interest to
Compliance.
| 2.1(b) What types of conflicts of interest must | Contingent Workers must also consult with their | |
| I avoid? | employer if an actual, perceived, or potential | |
| conflict arises. | ||
| You need to avoid situations where a conflict of | ||
| interest could arise, including: | MCO Resource To disclose conflicts of | |
| interest, complete a Conflicts of Interest | ||
| Any business interest that competes, directly | Disclosure Form via MCO. | |
| or indirectly, with the interests of Vanguard or | ||
| Vanguard Clients while working on Vanguard | Section 3. Outside Business | |
| matters. | ||
| Any situation where you would benefit, directly | Activities | |
| or indirectly, from Vanguards dealings with | ||
| others. | You are permitted to engage in certain outside | |
| business activities (permanent, part-time, or | ||
| one-time assignment) during your personal time. | ||
| 2.1(c) Which conflicts of interest do I need to | However, those activities must not adversely affect | |
| disclose? | Vanguard or present a conflict of interest. Your job | |
| at Vanguard must come first over other business | ||
| You are required to disclose the following | opportunities, nonprofit activities, or a second | |
| information: | job. Be mindful of conflicts, obtain any necessary | |
| Any situation that may present the potential for | approvals, and be aware that you may be required | |
| a conflict of interest with Vanguards business | to discontinue an activity if a conflict exists. | |
| or the interests of Vanguard Clients. | ||
| Any employment arrangements or positions | While Contingent Workers are exempt from the | |
| (e.g., board member) of an Immediate Family | requirements of Section 3, those Contingent | |
| Member that may present the potential for | Workers who hold a FINRA license are required | |
| conflict with Vanguard and its activities (e.g., | to comply with the FINRA Licensing Policy on | |
| relationships with potential or existing vendors | CrewNet. | |
| or financial institutions, including banks, with | ||
| whom Vanguard conducts business). | In addition to the requirements and restrictions in | |
| this section, the following supplemental policies | ||
| 2.1(d) When and how do I disclose conflicts | may apply to Crew Members: | |
| of interest? | | Senior Executive Covered Activity Policy |
| (officers and Crew Members in roles | ||
| Report any conflicts whether actual, perceived, | designated as M6/P6/S6 or higher). | |
| or potential to Compliance as soon as they arise. | | Managing Director Outside Business Activity |
| Contact Compliance if you encounter a conflict | Policy. | |
| that is not explicitly addressed by our policies, or is | ||
| potentially significant to a business area or across | If there is a conflict between a requirement in the | |
| divisions. | Code and a more restrictive requirement in one of | |
| these supplemental policies, the more restrictive | ||
| Certain Vanguard Affiliates or departments may | requirement outlined in the Senior Executive | |
| have additional policies regarding conflicts of | Covered Activity Policy or the Managing Director | |
| interest. Crew Members and Contingent Workers | Outside Business Activity Policy will govern. | |
| in those departments must also follow those | ||
| policies. If in doubt about whether you are subject | ||
| to additional departmental or Vanguard Affiliate | Web Resource If you are FINRA licensed, | |
| policies, please check with your Vanguard manager | you are also required to comply with the FINRA | |
| or Compliance. | Licensing Policy on CrewNet. | |
6
You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from Compliance for certain outside business activities.
| 3.1 Outside Business Activity Requirements | or charitable organization. |
| 3.1(a) Am I prohibited from engaging in any | All entrepreneurial activities, including home and |
| outside business activities? | family businesses and independent consulting. |
| Yes. The following activities are generally | Volunteer positions that involve reviewing, |
| prohibited: | recommending or approving Securities for an |
| organization. This includes, but is not limited to, | |
| Holding a second job with any company or | serving on the finance or investment committee |
| organization whose activities could create a | of a nonprofit organization, or serving as |
| conflict of interest with your employment at | treasurer for a homeowners association or on a |
| Vanguard. This includes, but is not limited to, | school board. |
| selling Securities, term insurance, or fixed | Any activity where your role is similar or closely |
| or variable annuities; providing investment | related to your responsibilities at Vanguard. |
| advice or financial planning or registering as an | |
| independent investment advisor; or engaging | Any government position, whether paid or |
| in any business activity similar to your job at | unpaid, elected or appointed (e.g., an elected |
| Vanguard. | official or member, director, officer, or employee |
| Working, including serving as a director, officer, | of a government agency, authority, advisory |
| or in an advisory capacity, for any business or | board or other board, such as a public school or |
| enterprise that competes with Vanguard. | library board). |
| Working for any organization that could benefit | Any official position with any federal, state, |
| from your knowledge of confidential Vanguard | or local government authority, or service as |
| information, such as new Vanguard products, | a board member or in any representative |
| services, or technology. | capacity for any civic, public interest, or regional |
| business interest organization. Example: You | |
| Serving on the board of a publicly traded | are the executive director of a local chamber |
| company (or on the board of a company | of commerce or on the board of a wildlife |
| reasonably expected to become a public | protection organization. |
| company). | |
| Using Vanguard time, equipment, services, or | Any board position, whether compensated or |
| property or enlisting Crew Members for the | non-compensated, including advisory positions. |
| benefit of the outside business activity. | This includes, but is not limited to, positions |
| on boards of nonprofit organizations, charitable | |
| Allowing your activities, or the time you spend | foundations, universities, hospitals, and civic, |
| on them, to interfere with the performance of | religious, or fraternal organizations. |
| your job. | |
| Any position on a panel or committee of an index | |
| Accepting a business opportunity from someone | provider. |
| who does, or seeks to do, business with | |
| Vanguard if the person made the offer because | Acting as a real estate agent or conducting any |
| of your position at Vanguard. | mortgage related activities. |
| Selling interests, soliciting investors or referring | Any teaching positions where the subject matter |
| participants to a Private Securities Transaction. | relates to Vanguard business that is not in the |
| Certain elected or appointed political positions. | course of your duties for Vanguard. |
| Crypto Mining for Digital Currencies, Digital | |
| 3.1(b) Am I required to obtain preclearance | Utility Tokens, or Digital Security Tokens. |
| for any outside business activities? | Engaging in an equity or a debt-based |
| Yes. You are required to obtain prior written | Crowdfunding project or venture. |
| approval for the following outside business | |
| activities: | |
| Compensated positions held outside of | |
| Vanguard, including positions with a nonprofit | |
8
Gifts and
Entertainment
When doing business
with Vanguard Clients,
vendors, potential
Vanguard Clients, and
others, you must abide
by limitations on giving
and receiving gifts and
business entertainment.
Under the Gift and
Entertainment Policy, you
must report certain gifts
and entertainment to
Compliance.
Anti-Bribery
You are prohibited from engaging or participating in any form of bribery or corruption.
3.1(c) What outside business activities do not Section 4. Gift and Entertainment require preclearance? Policy You are not required to obtain written approval for You are subject to Vanguards Gift and the following activities: Entertainment Policy, which is considered an integral part of the Code. There are restrictions on Compensated positions in a retail business - for the extent to which gifts or entertainment may be example, positions in retail or department stores received from or provided to any third party. or in the food service industry.
Ownership of a second home, rental property, or Web Resource Refer to the Gift and investment property, provided that the property Entertainment Policy on the Code of Ethics does not do business with Vanguard. Resource page on CrewNet for information and Selling items on online auction sites, so long as guidelines. it is not operated as a business.
Unpaid positions with holding companies, Section 5. Anti-Bribery Policy trusts, or non-operating entities that hold your or your familys real estate or other Investments, You are subject to Vanguards Anti-Bribery Policy, provided the Securities would not otherwise which prohibits bribery and corruption in all forms. require approval if held directly.
You must not offer, give, or receive anything of value for the purpose of improperly obtaining 3.1(d) When and how do I preclear an outside business, retaining business or securing an business activity? improper advantage for Vanguard.
Other than those outside business activities described in Section 3.1(c), you are required to Web Resource Refer to the Anti-Bribery obtain approval for outside business activities: Policy on the Code of Ethics Resource page on CrewNet for information and guidelines.
If you are already participating in an activity upon joining Vanguard.
Before accepting any new activity.
If there are any changes to a previously reported activity.
In certain situations, you may receive a follow-up form from Compliance requiring you to obtain approval from a Vanguard Officer or Managing Director.
Note: Vanguard Officers may not accept or participate in any outside business activities unless they have received written approval from a Vanguard Managing Director or the Chief Executive Officer in addition to receiving written approval from Compliance.
MCO Resource To seek approval, you must complete the Outside Business Activities Form via MCO.
10
You are prohibited from engaging
in activity that could have an
anticompetitive effect on the price
of goods, services, securities, or
other trading conditions in the global
marketplace in which we operate.
| Section 6. Antitrust and | provisions. In addition to the requirements |
| Competition Policy | of the Code, you must act at all times in |
| accordance with the specific confidentiality | |
| You are subject to Vanguards Antitrust and | provisions in such agreements. Contact your |
| Competition Policy, which prohibits you | employer for more information. |
| from engaging in activity that could have an | |
| anticompetitive effect on the price of goods, | Section 8. Personal Trading |
| services and/or securities or other trading | Activities |
| conditions in the global marketplace in which | |
| we operate. | You must avoid taking personal advantage of your |
| knowledge of Securities activity in Vanguard Funds | |
| Web Resource Refer to the Antitrust and | or Vanguard Client accounts. The Code includes |
| Competition Policy on the Code of Ethics | specific restrictions on personal investing, but |
| Resource page on CrewNet for information and | cannot anticipate every fact pattern or situation. You |
| guidelines. | should adhere at all times to the spirit, and not just |
| the letter, of the Code. There are additional trading | |
| Section 7. Duty of Confidentiality | prohibitions and reporting requirements if you are |
| designated as either an Investment Person (Section | |
| You must keep confidential any nonpublic | 8.2), Fund Access Person (Section 8.3), or VAI |
| information you may have obtained while working at | Access Person (Section 8.4). |
| Vanguard or while on assignment at Vanguard. This | |
| information includes, but is not limited to information | Regardless of your designation, Compliance has |
| about: | the authority, with appropriate notice to you, to |
| apply any or all of the trading restrictions within the | |
| The Vanguard Funds (e.g., recent or impending | Code. |
| Securities transactions, activities of the funds | |
| advisors, offerings of new funds, changes | 8.1 General Trading Prohibitions and |
| to fund minimums or other provisions in the | Reporting Requirements |
| prospectus, or closings of funds). | |
| Current or prospective Vanguard Clients (e.g., | The requirements of this Section 8.1(a) apply to |
| their personal information, Investments, or | all persons subject to the Code. The requirements |
| account transactions). | of Section 8.1(c) apply to all Crew Members and |
| Other Crew Members, Contingent Workers, or | Contingent Workers deemed Associated Persons. |
| Independent Directors and Trustees (e.g., their | |
| pay, benefits, position level, and performance | 8.1(a) What are the general trading prohibitions? |
| ratings). | |
| Engaging in conduct that is deceitful, fraudulent, | |
| Vanguard business activities (e.g., new services, | or manipulative, or that involves false or |
| products, technology, or business initiatives). | misleading statements, in connection with the |
| purchase or sale of a Security by a Vanguard | |
| You must not disclose confidential information to | Fund or Vanguard Client account. |
| any other person unless it is necessary for the | Intentionally, recklessly, or negligently circulating |
| performance of your duties for Vanguard, there is a | false information or rumors that may affect |
| business purpose for doing so, and such disclosure | the securities markets or may be perceived as |
| is authorized by Vanguard. | market manipulation. |
| Trading on knowledge of Vanguard Fund | |
| Contingent Workers may also be subject to a | activities. Taking personal advantage of |
| non-disclosure agreement and/or a service or | knowledge of recent, impending, or planned |
| supply agreement with specific confidentiality |
12
You are prohibited from buying or selling any Security while in the possession of material nonpublic information about the issuer of the Security.
| Securities activities of the Vanguard Funds or | Non-U.S. Crew Members: No. You and your |
| their investment advisors. You are prohibited | Immediate Family Members are not required to |
| from purchasing or selling - directly or indirectly - | maintain Reportable Securities within a Vanguard |
| any Security or Related Security when you know | Brokerage Account. |
| that the Security is being purchased or sold, or | |
| considered for purchase or sale, by a Vanguard | U.S. and Non-U.S. Contingent Workers: No. |
| Fund (with the exception of an index fund). | You and your Immediate Family Members are not |
| These prohibitions apply to all Securities in which | required to maintain Reportable Securities within a |
| you have acquired or will acquire Beneficial | Vanguard Brokerage Account. |
| Ownership. | |
| Vanguard Insider Trading Policies. You are | Web Resource Refer to the U.S. Crew - |
| subject to the Insider Trading Policy and/or any | Securities to be Held at Vanguard document, |
| similar policy of the Vanguard Affiliate for which | which can be accessed from the Code of Ethics |
| you work. Each of these policies are considered | Resource page on CrewNet. |
| an integral part of the Code. Each policy prohibits | |
| you from buying or selling any Security while in | 8.1(c) What am I required to report? |
| possession of material, nonpublic information | |
| about the issuer of the Security. The policies | The requirements of this Section apply to all |
| prohibit you from communicating any nonpublic | Crew Members and Contingent Workers deemed |
| information about any Security or issuer of | Associated Persons. |
| Securities to third parties. | |
| Vanguard FundTrading. When purchasing, | Initial Holdings Report Within ten calendar days |
| exchanging, or redeeming shares of a Vanguard | of joining Vanguard, you must disclose all Covered |
| Fund, you and your Immediate Family Members | Accounts and all Reportable Securities held by you |
| must adhere to the policies and standards | or an Immediate Family Member. This includes |
| set forth in the funds prospectus, or offering | Brokerage Accounts held at Vanguard, as well as |
| document, including policies on market-timing | those held at another financial institution. This |
| and frequent trading. | information must be current as of 45 calendar days |
| before joining Vanguard. | |
| Initial Coin Offerings. You are prohibited from | |
| participating in an Initial Coin Offering. | MCO Resource You will receive an Initial |
| Certification to complete which will include a | |
| Web Resource Refer to your local Insider | section to disclose Covered Accounts and all |
| Trading Policy on the Code of Ethics Resource | Reportable Securities via MCO. |
| page on CrewNet for further information. | |
| In addition, you must notify Compliance if you or | |
| 8.1(b) Am I required to maintain Securities in a | an Immediate Family Member has subsequently |
| brokerage account at Vanguard? | opened, or intends to open, a Covered Account |
| with a financial institution (e.g., broker, dealer, | |
| U.S. Crew Members: Yes. You and your Immediate | advisor, or any other professional money manager), |
| Family Members are required to maintain all | has acquired holdings in Reportable Securities, |
| Reportable Securities within a Vanguard Brokerage | or if a preexisting Covered Account (including a |
| Account. You may hold Vanguard Funds, other than | Vanguard Brokerage Account) becomes associated |
| Vanguard ETFs, outside of Vanguard. Employer- | with you (such as through marriage or inheritance). |
| sponsored retirement accounts (e.g., 401(k) and | |
| 403(b)), 529 Plans, and Compliance-approved | MCO Resource Disclose new Covered |
| accounts are exempt from this requirement (e.g., | Accounts and Reportable Securities via MCO. |
| Managed Account). Vanguard ETFs must be held | |
| within a Vanguard Brokerage Account. |
14
| 8.2(a) Which Securities trades am I required | |
| to preclear? | |
| Quick Guide: Refer | |
| to the Trading and | You must obtain, for yourself and on behalf of your |
| Reporting Requirements | Immediate Family Members, preclearance for any |
| for Non-Access Persons | transaction in a Covered Security and in a Vanguard |
| document, which can be | ETF. |
| accessed from the Code | |
| of Ethics Resource page | By seeking preclearance, you will be deemed to be |
| on CrewNet. | advising Compliance that you: |
| Do not possess any material, nonpublic | |
| Duplicate statements and transaction | information relating to the security. |
| confirmations You must disclose transactions | |
| in Reportable Securities made by you and your | Do not use knowledge of any proposed trade |
| Immediate Family Members. For any disclosed | or investment program relating to the Vanguard |
| Vanguard Brokerage Accounts, Compliance will | Funds for personal benefit. |
| receive transaction confirmations automatically. | Believe the proposed trade is available to any |
| For each approved Covered Account and any | market participant on the same terms. |
| holdings of Reportable Securities held outside | |
| of Vanguard, it is your responsibility to ensure | Non-U.S. Investment Persons may be subject to |
| duplicate statements and transaction confirmations | additional restrictions. See Section 8.5. |
| are delivered to Compliance. If the sponsor of your | |
| Covered Account is not able to send statements | |
| and daily transaction confirmations (electronic or | Quick Guide: Refer |
| paper) directly to Vanguard, you will be required to | to the Trading and |
| submit copies through MCO immediately after you | Reporting Requirements |
| receive them, unless you receive an exemption | for Investment Persons |
| from this requirement from Compliance. You do not | document, which can be |
| need to report an account or submit transaction | accessed from the Code |
| confirmations or statements if the account does | of Ethics Resource page |
| not have the ability to hold Securities (e.g., a | on CrewNet. |
| traditional checking account). | |
| Contingent Workers deemed Associated Persons | 8.2(b) How do I obtain preclearance? |
| are required to comply with and are subject to | |
| the Securities Account Reporting Obligations on | You must receive preclearance through the |
| CrewNet. | MCO system or from an authorized member of |
| Compliance. Transactions in Covered Securities and | |
| 8.2 Additional Trading and Reporting | Vanguard ETFs may not be executed before you |
| Requirements for Investment Persons | receive approval. |
| Same day limit orders are permitted; however, | |
| The requirements of this Section 8.2 are in addition | good til canceled orders (such as limit orders that |
| to the requirements of Section 8.1 and apply to all | stay open over the course of multiple trading days |
| transactions or holdings in which an Investment | until a security reaches a specified market price) |
| Person has, or will acquire, Beneficial Ownership | are not permitted. |
| of Securities. To see if you are designated as an | |
| Investment Person, reference the Investment | Attempting to gain approval after the transaction |
| Persons Departments list on CrewNet. Note: this | has occurred is not permitted. Completing a |
| designation could apply to Crew Members or | personal trade before receiving approval or after |
| Contingent Workers. | the approval window expires constitutes a violation |
15
| of the Code. See Section 10 for more information | may be granted after a review of the facts and |
| regarding the sanctions that may be imposed as a | circumstances, including whether: |
| result of a violation. | |
| An investment in the securities is likely to result | |
| MCO Resource Preclearance must be obtained | in future conflicts with Vanguard Client accounts. |
| via MCO. Once the required information is | You are being offered the opportunity due to your |
| submitted, your preclearance request will be | employment at, or association with, Vanguard. |
| approved or denied immediately. | |
| If you receive approval to purchase Securities in a | |
| 8.2(c) How long is my preclearance approval | Private Placement, you must inform Compliance if |
| valid? | that Security goes to public offer or is pending listing |
| on an exchange. | |
| U.S.: Preclearance approval will expire at the | |
| end of the trading day on which it is issued (e.g., | MCO Resource To seek preclearance of |
| if you receive approval for a trade on Monday, | a Private Placement, complete the Outside |
| it is effective until the market closes on that | Business Activities Form via MCO. |
| Monday). Preclearance for limit orders is good | |
| for transactions on the same day that approval | |
| is granted only. If you receive approval for a limit | 8.2(e) Are there Securities transactions that I do |
| order, it must be executed or expire at the close | not need to preclear? |
| of regular trading on the same business day for | |
| which approval was granted. If you wish to execute | Yes. You are not required to obtain preclearance for |
| the limit order after the close of regular trading on | the following: |
| the day you received approval, you must submit a | |
| new preclearance request for the day you wish to | Purchases or sales of Vanguard Funds. Note: |
| execute the trade. | The purchase or sale of Vanguard ETFs require |
| preclearance. | |
| Non-U.S.: If you receive approval, transactions | Purchases or sales where the person requesting |
| must be executed no later than the end of trading | preclearance has no direct or indirect influence |
| on the next business day after the preclearance is | or control over the Covered Security (e.g., you |
| granted. If the transaction is not placed within that | have a trust in your name but you are not the |
| time, you must submit a new request for approval | trustee who places the transaction, provided |
| before placing the transaction. If you preclear a | you have granted Investment Discretion |
| limit order, that limit order must either be executed | to the trustee and there has been no prior |
| or expire at the end of the next business day. If you | communication between you and the trustee |
| want to execute the order after the next business | regarding the transaction). |
| day period expires, you must resubmit your | Corporate actions in Covered Securities such |
| preclearance request. | as stock dividends, stock splits, mergers, |
| consolidations, spin-offs, or other similar | |
| 8.2(d) Am I required to obtain preclearance | corporate reorganizations or distributions. |
| before investing in a Private Placement? | Purchases or sales made as a part of an |
| Automatic Investment Program. | |
| Yes. You cannot invest in securities offered to | |
| potential investors in a Private Placement or other | Purchases made upon the exercise of Rights by |
| limited investment offering without first obtaining | an issuer in proportion to all holders of a class |
| preclearance from Compliance. You must provide | of its Securities, to the extent such Rights were |
| documentation describing the investment (e.g., | acquired for such issuer. |
| offering memorandum, subscription documents, | Acquisitions of Covered Securities through gifts |
| etc.) so as to enable Compliance to conduct a | or bequests. |
| thorough review of the investment. Approval |
16
Personal Trading Activities
You are required to abide by the Code of Ethics requirements related to holding, reporting, and trading Securities for personal benefit. Personal trading restrictions and reporting requirements vary depending on the rules of the country you are working in and whether you are an Access Person or a Non-Access Person.
| 8.2(f) Am I subject to restrictions on my personal | |
| trading in Covered Securities? | Quick Guide: For |
| example on the above | |
| Yes. You may be subject to certain restrictions if | trade scenarios, refer |
| you purchase or sell a Covered Security within | to Code of Ethics Q&A, |
| seven days before or after a Vanguard Fund | which can be accessed |
| purchases or sells the same Covered Security or a | from the Code of |
| Related Security (the blackout period). | Ethics Resource page |
| on CrewNet. | |
| If you purchase a Covered Security within seven | |
| days before a Vanguard Fund purchases the same | |
| Covered Security or a Related Security, you may be | Compliance may exempt from these restrictions |
| required to hold the Covered Security for 6 months | trades during blackout periods that coincide with |
| before being permitted to sell the Covered Security | trading by certain Vanguard Funds (e.g., index |
| for a profit. | funds). |
| If you sell a Covered Security within seven days | Compliance may waive the blackout period as it |
| before a Vanguard Fund sells the same Covered | applies to the sale of a Covered Security if the |
| Security or a Related Security, you may be required | Chief Compliance Officer determines its application |
| to disgorge any profits earned from your sale of the | creates a significant hardship to you (e.g., you |
| Covered Security (exclusive of commissions) at a | need cash for a home purchase or to cover a major |
| price higher than what the Vanguard Fund received | medical expense) and, in the opinion of the Chief |
| for selling the Covered Security or a Related | Compliance Officer, satisfies the requirements for a |
| Security. | waiver in Section 11. |
| In general, you will not receive preclearance to | Web Resource Refer to the Hardship Waiver |
| purchase a Covered Security within seven days | Request Form on the Code of Ethics Resource |
| after a Vanguard Fund trades the same Covered | page on CrewNet. |
| Security or a Related Security. If you execute the | |
| transaction without receiving preclearance, you | |
| will have violated this Code and must immediately | |
| sell the Covered Security and disgorge all profits | Quick Guide: Refer |
| received from the sale to Vanguard (exclusive of | to the Trading and |
| commissions). | Reporting Requirements |
| for Investment Persons | |
| document, which can be | |
| In general, you will not receive preclearance to | accessed from the Code |
| sell a Covered Security within seven days after a | of Ethics Resource page |
| Vanguard Fund trades the same Covered Security | on CrewNet. |
| or a Related Security. If you execute the transaction | |
| without receiving preclearance, you will have | |
| violated the Code and must disgorge the difference | |
| (exclusive of commissions) between the sale price | 8.2(g) Am I prohibited from engaging in certain |
| you received and the Vanguard Funds sale price (as | Securities transactions? |
| long as your sales price is higher), multiplied by the | |
| number of shares you sold. | Yes. You are prohibited from engaging in the |
| following Securities transactions: | |
| In addition to these restrictions, local law may | |
| dictate the extent to which any gains must be | Futures and Options. You are prohibited from |
| relinquished. | entering into, acquiring, or selling any Futures |
| contract (including single stock futures) or any | |
18
| Option on any Covered Security (including | Nothing in this section is intended to replace, nullify, |
| Options on ETFs). | or modify any requirements imposed by a Vanguard |
| Initial Public Offerings and Secondary | Fund. |
| Offerings. You are prohibited from acquiring | |
| Securities in an Initial Public Offering or Secondary | Note: This section applies to transactions in |
| Offering. | Vanguard Funds other than Vanguard ETFs |
| (e.g., Vanguard mutual funds). As noted above, | |
| Short-Selling. You are prohibited from selling | Investment Persons are prohibited from purchasing |
| short any Security that you do not own or from | and then selling any Vanguard ETF at a profit, as well |
| otherwise engaging in Short-Selling activities. | as selling and then repurchasing a Vanguard ETF at a |
| Short-TermTrading. You are prohibited from | lower price within 60 calendar days |
| purchasing and then selling any Covered Security | |
| or a Vanguard ETF at a profit, as well as selling | 8.2(i) Are there any additional reporting |
| and then repurchasing a Covered Security or a | requirements that apply to me? |
| Vanguard ETF at a lower price within 60 calendar | |
| days. Gains are calculated based on last in, first | In addition to the standard reporting requirements |
| out method for purposes of this restriction. If you | set forth in Section 8.1(c), you must also disclose |
| realize profits on short-term trades, you will be | the following: |
| required to relinquish the profits. In addition, the | |
| trade will be recorded as a violation of the Code. | Covered Accounts where you exercise |
| Spread Bets. You are prohibited from participating | Investment Discretion. |
| in Spread Betting on Securities, indexes, interest | Accounts, 529 college savings plans and annuity |
| rates, currencies, or commodities. | or insurance products holding Vanguard Funds. |
| 8.2(h) What happens if I make a short-term | The information must be updated in MCO no |
| trade in a Vanguard Fund? | later than ten calendar days after you become an |
| Investment Person or joining Vanguard. | |
| Compliance will monitor trading in Vanguard Funds, | |
| other than Vanguard ETFs, and will review situations | QuarterlyTransactions Report Within 30 days of |
| where Vanguard Fund shares are redeemed within | quarter end, you must certify that all transactions |
| 30 calendar days of purchase (a short-term trade). | effected in Covered Securities during the quarter |
| You may be required to relinquish any profit made on | have been recorded accurately in MCO. If there are |
| a short-term trade and will be subject to disciplinary | no transactions in Covered Securities the report |
| action if Compliance determines the short-term | should state None. You will not be required |
| trade was detrimental to a Vanguard Fund or a | to certify if Compliance receives automated or |
| Vanguard Client or that there is a history of frequent | duplicate confirmations and statements. Note: |
| trading by you or your Immediate Family Members. | Compliance receives duplicate confirms and |
| For purposes of this paragraph: | statements for all Vanguard accounts. |
| A redemption includes a redemption by any | Annual Holdings Report Within 30 calendar |
| means, including an exchange out of a Vanguard | days of receipt, you must certify that all Covered |
| Fund. | Accounts and Reportable Securities are recorded |
| This policy does not cover purchases and | accurately in MCO. |
| redemptions/sales (i) into or out of Vanguard | |
| money market funds, Vanguard short-term bond | If you are an Investment Person of Vanguard |
| funds, or (ii) through an Automatic Investment | Investments Hong Kong, Limited (VIHK), the |
| Program. | holdings disclosure requirement is semi-annual, |
| including the provision of statements. | |
19
| Non-U.S. Fund Access Persons may be subject to | |
| additional restrictions. See Section 8.5(a). | |
| Quick Guide: Refer | |
| to the Trading and | |
| Reporting Requirements | Quick Guide: Refer |
| for Investment Persons, | to the Trading and |
| which can be accessed | Reporting Requirements |
| from the Code of Ethics | for Fund Access |
| Resource page on | Persons document, |
| CrewNet. | which can be accessed |
| from the Code of Ethics | |
| Resource page on | |
| CrewNet. | |
| MCO Resource Verify and disclose all Covered | |
| Accounts and holdings in Reportable Securities | 8.3(b) How do I obtain preclearance? |
| via MCO | |
| You must receive preclearance through the MCO | |
| system or by contacting Compliance. Transactions | |
| 8.3 AdditionalTrading Prohibitions and Reporting | in Covered Securities may not be executed before |
| Requirements for Fund Access Persons | you receive approval. |
| The requirements of this Section 8.3 are in addition | Same day limit orders are permitted; however, |
| to the requirements of Section 8.1 and apply to all | good til canceled orders (such as limit orders that |
| transactions or holdings in which a Fund Access | stay open over the course of multiple trading days |
| Person has, or will acquire, Beneficial Ownership | until a security reaches a specified market price) |
| of Securities. To see if you are designated as a | are not permitted. |
| Fund Access Person, reference the Fund Access | |
| Persons Departments list on CrewNet. Note: this | Attempting to gain approval after the transaction |
| designation could apply to Crew Members or | has occurred is not permitted. Completing a |
| Contingent Workers. | personal trade before receiving approval or after |
| the approval window expires constitutes a violation | |
| 8.3(a) Which Securities trades am I required to | of the Code. See Section 10 for more information |
| preclear? | regarding the sanctions that may be imposed as a |
| result of a violation. | |
| You must obtain, for yourself and on behalf of your | |
| Immediate Family Members, preclearance for any | MCO Resource Preclearance must be obtained |
| transaction in a Covered Security. | via MCO. Once the required information is |
| submitted, your preclearance request will be | |
| By seeking preclearance, you will be deemed to be | approved or denied immediately. |
| advising Compliance that you: | |
| Do not possess any material, nonpublic | 8.3(c) How long is my preclearance approval |
| information relating to the security. | valid? |
| Do not use knowledge of any proposed trade | U.S.: Preclearance approval will expire at the |
| or investment program relating to the Vanguard | end of the trading day on which it is issued (e.g., |
| Funds for personal benefit. | if you receive approval for a trade on Monday, |
| Believe the proposed trade is available to any | it is effective until the market closes on that |
| market participant on the same terms. | Monday). Preclearance for limit orders is good |
| for transactions on the same day that approval | |
| is granted only. If you receive approval for a limit | |
20
| order, it must be executed or expire at the close | 8.3(e) Are there Securities transactions that I do |
| of regular trading on the same business day for | not need to preclear? |
| which approval was granted. If you wish to execute | |
| the limit order after the close of regular trading on | Yes. You are not required to obtain preclearance for |
| the day you received approval, you must submit a | the following: |
| new preclearance request for the day you wish to | |
| execute the trade. | Purchases or sales of Vanguard Funds. |
| Purchases or sales where the person | |
| Non-U.S.: If you receive approval, transactions | requesting preclearance has no direct or |
| must be executed no later than the end of trading | indirect influence or control over the account |
| on the next business day after the preclearance is | (e.g., you have a trust in your name but you |
| granted. If the transaction is not placed within that | are not the trustee who places the transaction, |
| time, you must submit a new request for approval | provided you have granted Investment |
| before placing the transaction. If you preclear a | Discretion to the trustee and there has been |
| limit order, that limit order must either be executed | no prior communication between you and the |
| or expire at the end of the next business day. If you | trustee regarding the transaction). |
| want to execute the order after the next business | Corporate actions in Covered Securities such |
| day period expires, you must resubmit your | as stock dividends, stock splits, mergers, |
| preclearance request. | consolidations, spin-offs, or other similar |
| corporate reorganizations or distributions. | |
| 8.3(d) Am I required to obtain preclearance | Purchases or sales made as a part of an |
| before investing in a Private Placement? | Automatic Investment Program. |
| Purchases made upon the exercise of Rights by | |
| Yes. You cannot invest in securities offered to | an issuer in proportion to all holders of a class |
| potential investors in a Private Placement or other | of its Securities, to the extent, such Rights |
| limited investment offering without first obtaining | were acquired for such issuer. |
| preclearance from Compliance. You must provide | |
| documentation describing the investment (e.g., | Acquisitions of Covered Securities through gifts |
| offering memorandum, subscription documents, | or bequests. |
| etc.) so as to enable Compliance to conduct a | |
| thorough review of the investment. Approval | 8.3(f) Am I subject to restrictions on my |
| may be granted after a review of the facts and | personal trading in Covered Securities? |
| circumstances, including whether: | |
| Yes. You may be subject to certain restrictions if | |
| An investment in the securities is likely to | you purchase or sell a Covered Security within |
| result in future conflicts with Vanguard Client | seven days before or after a Vanguard Fund |
| accounts. | purchases or sells the same Covered Security |
| You are being offered the opportunity due | or a Related Security (the blackout period). |
| to your employment at, or association with, | If you purchase a Covered Security within seven |
| Vanguard. | days before a Vanguard Fund purchases the same |
| If you receive approval to purchase Securities in a | Covered Security or a Related Security, you may be |
| Private Placement, you must inform Compliance | required to hold the Covered Security for 6 months |
| if that Security goes to public offer or is pending | before being permitted to sell the Covered Security |
| listing on an exchange. | for a profit. |
| MCO Resource To seek preclearance of | If you sell a Covered Security within seven days |
| a Private Placement, complete the Outside | before a Vanguard Fund sells the same Covered |
| Business Activities Form via MCO. | Security or a Related Security, you may be required |
| to disgorge any profits earned from your sale of the | |
21
| Covered Security (exclusive of commissions) at | the total value of any sales of the Security by the |
| a price higher than what the Vanguard Fund | Fund Access Person do not exceed US$10,000 in |
| received for selling the Covered Security or a | any 30-day rolling period. Sales of securities with |
| Related Security. | market capitalizations below US$5 billion, or that |
| exceed US$10,000 in any 30-day rolling period, | |
| In general, you will not receive preclearance to | will continue to be subject to the blackout periods |
| purchase a Covered Security within seven days | unless Compliance grants a waiver. |
| after a Vanguard Fund trades the same Covered | |
| Security or a Related Security. If you execute the | Compliance may waive the blackout period as it |
| transaction without receiving preclearance, you | applies to the sale of a Covered Security if the |
| will have violated this Code and must immediately | Chief Compliance Officer determines its application |
| sell the Covered Security and disgorge all profits | creates a significant hardship to you (e.g., you |
| received from the sale to Vanguard (exclusive of | need cash for a home purchase or to cover a major |
| commissions). | medical expense) and, in the opinion of the Chief |
| Compliance Officer, satisfies the requirements for a | |
| In general, you will not receive preclearance to | waiver in Section 11. |
| sell a Covered Security within seven days after a | |
| Vanguard Fund trades the same Covered Security | Web Resource Refer to the Hardship Waiver |
| or a Related Security. If you execute the | Request Form on the Code of Ethics Resource |
| transaction without receiving preclearance, you | page on CrewNet. |
| will have violated the Code and must disgorge the | |
| difference (exclusive of commissions) between | |
| the sale price you received and the Vanguard Funds | 8.3(g) Am I prohibited from engaging in any |
| sale price (as long as your sales price is higher), | Securities transactions? |
| multiplied by the number of shares you sold. | |
| Yes. You are prohibited from engaging in the | |
| following Securities transactions: | |
| Quick Guide: For | |
| example on the above | Futures and Options. You are prohibited from |
| trade scenarios, refer | entering into, acquiring, or selling any Futures |
| to Code of Ethics Q&A, | contract (including single stock futures) or any |
| which can be accessed | Option on any Security (including Options on |
| from the Code of Ethics | |
| Resource page on | ETFs). |
| CrewNet. | Initial Public Offerings and Secondary |
| Offerings. You are prohibited from acquiring | |
| Securities in an Initial Public Offering or | |
| Secondary Offering. | |
| In addition to these restrictions, local law may | |
| dictate the extent to which any gains must be | Short-Selling. You are prohibited from selling |
| relinquished. | short any Security that you do not own or from |
| otherwise engaging in Short-Selling activities. | |
| Compliance may exempt from these restrictions | Short-TermTrading. You are prohibited from |
| certain trades during blackout periods that coincide | purchasing and then selling any Covered |
| with trading by certain Vanguard Funds (e.g., index | Security at a profit, as well as selling and |
| funds). | then repurchasing a Covered Security at a |
| lower price within 60 calendar days. Gains are | |
| The blackout period will not apply to a Fund Access | calculated based on last in, first out method |
| Persons sale of any stock for which the market | for purposes of this restriction. If you realize |
| capitalization exceeds US$5 billion, provided that | profits on short-term trades, you will be |
22
| required to relinquish the profits. In addition, | 8.3(i) Are there any additional reporting |
| the trade will be recorded as a violation of the | requirements that apply to me? |
| Code. Example: You are not permitted to sell | |
| a security at $12 that you purchased within | In addition to the standard reporting requirements |
| the prior 60 days for $10. Similarly, you are not | set forth in Section 8.1(c), you must also disclose |
| permitted to purchase a security at $10 that you | the following: |
| sold within the prior 60 days for $12. | Covered Accounts where you exercise |
| Spread Bets. You are prohibited from | Investment Discretion. |
| participating in Spread Betting on Securities, | Accounts, 529 college savings plans and annuity |
| indexes, interest rates, currencies, or | or insurance products holding Vanguard Funds. |
| commodities. | |
| The information must be updated in MCO no later | |
| 8.3(h) What happens if I make a short-term | than ten calendar days after you become a Fund |
| trade in a Vanguard Fund? | Access Person or joining Vanguard. |
| QuarterlyTransactions Report Within 30 days of | |
| Compliance will monitor trading in Vanguard | quarter end, you must certify that all transactions |
| Funds, other than Vanguard ETFs, and will review | effected in Covered Securities during the quarter |
| situations where Vanguard Fund shares are | have been recorded accurately in MCO. If there are |
| redeemed within 30 calendar days of purchase | no transactions in Covered Securities the report |
| (a short-term trade). You may be required | should state None. You will not be required |
| to relinquish any profit made on a short-term | to certify if Compliance receives automated or |
| trade and will be subject to disciplinary action if | duplicate confirmations and statements. Note: |
| Compliance determines the short-term trade was | Compliance receives duplicate confirms and |
| detrimental to a Vanguard Fund or a Vanguard Client | statements for all Vanguard accounts. |
| or that there is a history of frequent trading by you | |
| or your Immediate Family Members. For purposes | Annual Holdings Report Within 30 calendar |
| of this paragraph: | days of receipt, you must certify that all Covered |
| Accounts and Reportable Securities are recorded | |
| A redemption includes a redemption by any | accurately in MCO. |
| means, including an exchange out of a Vanguard | |
| Fund. | If you are an Investment Person of Vanguard |
| Investments Hong Kong, Limited (VIHK), the | |
| This policy does not cover purchases and | holdings disclosure requirement is semi-annual, |
| redemptions/sales (i) into or out of Vanguard | including the provision of statements. |
| money market funds, Vanguard short-term bond | |
| funds, or (ii) through an Automatic Investment | |
| Program. | Quick Guide: Refer |
| to the Trading and | |
| Nothing in this section is intended to replace, | Reporting Requirements |
| nullify, or modify any requirements imposed by a | for Fund Access Persons, |
| Vanguard Fund. | which can be accessed |
| from the Code of Ethics | |
| Note: This section applies to transactions in | Resource page on |
| Vanguard Funds other than Vanguard ETFs | CrewNet. |
| (e.g., Vanguard mutual funds). | |
| MCO Resource Verify and disclose all Covered | |
| Accounts and holdings in Reportable Securities | |
| via MCO. | |
23
| 8.4 AdditionalTrading Prohibitions and Reporting | If you receive approval to purchase Securities in a | |
| Requirements for VAI Access Persons | Private Placement, you must inform Compliance | |
| if that Security goes to public offer or is pending | ||
| The requirements of this Section 8.4 are in addition | listing on an exchange. | |
| to the requirements of Section 8.1 and apply to all | ||
| transactions or holdings in which a VAI Access | MCO Resource To seek preclearance of | |
| Person has, or will acquire, Beneficial Ownership | a Private Placement complete the Outside | |
| of Securities. To see if you are designated as a | Business Activities Form via MCO. | |
| VAI Access Person, reference the VAI Access | ||
| Person Departments list on CrewNet. Note: this | ||
| designation could apply to Crew Members or | 8.4(c) Am I prohibited from engaging in any | |
| Contingent Workers. | Securities transactions? | |
| Yes. You are subject to the following restrictions | ||
| 8.4(a) Am I required to preclear Security trades? | with respect to any transaction in which you will | |
| acquire any direct or indirect Beneficial Ownership: | ||
| No. You are not required to preclear transactions | ||
| in Covered Securities for you and your Immediate | Initial Public Offerings and Secondary | |
| Family members. | Offerings. You are prohibited from acquiring | |
| Securities in an Initial Public Offering or | ||
| Secondary Offering. | ||
| Quick Guide: Refer | Short-Selling. You are prohibited from selling | |
| to the Trading and | short any Security that you do not own or from | |
| Reporting Requirements | otherwise engaging in Short-Selling activities. | |
| for VAI Access Persons, | ||
| which can be accessed | Short-TermTrading. You are prohibited from | |
| from the Code of Ethics | purchasing and then selling any Covered | |
| Resource page on | Security at a profit, as well as selling and then | |
| CrewNet. | repurchasing a Covered Security at a lower | |
| price within 60 calendar days. A last-in-first-out | ||
| accounting methodology will be applied to a | ||
| 8.4(b) Am I required to obtain preclearance | series of Security purchases when applying | |
| before investing in a Private Placement? | this holding rule. If you realize profits on short- | |
| term trades, you will be required to relinquish | ||
| Yes. You cannot invest in securities offered to | the profits to The Vanguard Group Foundation | |
| potential investors in a Private Placement or other | (exclusive of commissions). In addition, the | |
| limited investment offering without first obtaining | trade will be recorded as a violation of the | |
| preclearance from Compliance. You must provide | Code. | |
| documentation describing the investment (e.g., | Short-term trading on options. You may hold | |
| offering memorandum, subscription documents, | options on a Covered Security until you exercise | |
| etc.) so as to enable Compliance to conduct a | the options or the options expire. However, you | |
| thorough review of the investment. Approval may | may not otherwise close any open positions | |
| be granted after a review of the facts and | within 60 calendar days. If you realize profits | |
| circumstances, including whether: | on such short-term trades, you must relinquish | |
| | An investment in the securities is likely to | such profits to The Vanguard Group Foundation |
| result in future conflicts with Vanguard Client | (exclusive of commissions). For example: | |
| accounts. | you would not be permitted to sell a Covered | |
| | You are being offered the opportunity due to | Security at $12 that you purchased within the |
| your employment at, or association with, | prior 60 days for $10. Similarly, you would not | |
| Vanguard. | be permitted to purchase a Covered Security at | |
| $10 that you had sold within the prior 60 days | ||
24
| for $12. Note: These types of transactions can | 8.4(e) Are there any additional reporting | ||
| have unintended consequences. For example, | requirements that apply to me? | ||
| your call option could be assigned, causing the | |||
| underlying Security to be called away within | In addition to the standard reporting requirements | ||
| sixty (60) calendar days following the purchase | set forth in Section 8.1(c), you must also disclose | ||
| of the Covered Security and will be recorded as | the following: | ||
| a violation of the Code. | |||
| | Covered Accounts where you exercise | ||
| Investment Discretion. | |||
| 8.4(d) What happens if I make a short-term | | Accounts, 529 college savings plans and | |
| trade in a Vanguard Fund? | annuity or insurance products holding | ||
| Vanguard Funds. | |||
| Compliance will monitor trading in Vanguard | |||
| Funds, other than Vanguard ETFs, and will | The information must be updated in MCO no | ||
| review situations where Vanguard Fund shares | later than ten calendar days after you become a | ||
| are redeemed within 30 calendar days of purchase | VAI Access Person or joining Vanguard. | ||
| (a short-term trade). You may be required to | |||
| relinquish any profit made on a short-term trade | Quarterly Transactions Report Within 30 days | ||
| and will be subject to disciplinary action if | of quarter end, you must certify that all transactions | ||
| Compliance determines the short-term trade | effected in Covered Securities during the quarter | ||
| was detrimental to a Vanguard Fund or a Vanguard | have been recorded accurately in MCO. If there are | ||
| Client or that there is a history of frequent trading | no transactions in Covered Securities the report | ||
| by the you or your Immediate Family Members. | should state None. You will not be required to | ||
| For purposes of this paragraph: | certify if Compliance receives automated or | ||
| duplicate confirmations and statements. Note: | |||
| | A redemption includes a redemption by any | Compliance receives duplicate confirms and | |
| means, including an exchange out of a Vanguard | statements for all Vanguard accounts. | ||
| Fund. | |||
| | This policy does not cover purchases and | Annual Holdings Report Within 30 calendar | |
| redemptions/sales (i) into or out of Vanguard | days of receipt, you must certify that all Covered | ||
| money market funds, Vanguard short-term bond | Accounts and Reportable Securities are recorded | ||
| funds, or (ii) through an Automatic Investment | accurately in MCO. | ||
| Program. | |||
| Nothing in this section is intended to replace, | |||
| nullify, or modify any requirements imposed by a | Quick Guide: Refer to | ||
| Vanguard Fund. | the Trading and Reporting | ||
| Requirements for VAI | |||
| Note: This section applies to transactions in | Access Persons, which | ||
| Vanguard Funds other than Vanguard ETFs | can be accessed from the | ||
| (e.g., Vanguard mutual funds). | Code of Ethics Resource | ||
| page on CrewNet. | |||
| MCO Resource - Verify and disclose all Covered | |||
| Accounts and holdings in Reportable Securities | |||
| via MCO. | |||
25
| 8.5 Additional Trading Prohibitions for Non-U.S. | Approval request to Compliance in advance of |
| Crew Members | effecting any transactions subject to the |
| agreement. | |
| The requirements of this Section 8.5 are in | |
| addition to the requirements of Section 8.1 as | Web Resource Request and complete a |
| well as the requirements of Section 8.2, 8.3, or | Discretionary Agreement Approval Request |
| 8.4, as applicable. | Form. |
| 8.5 (a) What are the additional trading | |
| prohibitions? | |
| There are additional trading requirements and | |
| restrictions for Crew Members in Australia as well | |
| as for Crew Members and Contingent Workers in | |
| Japan. | |
| 8.5(b) What are the Vanguard Fund reporting | |
| requirements in Australia? | |
| You and your Immediate Family Members will be | |
| required to disclose Vanguard Fund accounts in | |
| MCO but are not required to report transactions | |
| in Vanguard Funds to the local Compliance | |
| Department. For monitoring purposes, the local | |
| Compliance Department will access their records | |
| via the transfer agency system maintained at VIA, | |
| as required. | |
| Note:Trades in Vanguard ETFs are required to be | |
| reported, as these records are not held by VIA. | |
| 8.5(c) What are the additional trading | |
| restrictions for Japan? | |
| Crew Members and Contingent Workers including | |
| their Immediate Family Members are prohibited | |
| from activities including, but not limited to | |
| engaging in margin transactions, Securities-related | |
| derivatives transactions, and specified OTC | |
| derivatives transactions on their own account. | |
| 8.5(d) What additional information is required | |
| to be reported for accounts with third party | |
| Investment Discretion? | |
| If you or your Immediate Family Member have an | |
| arrangement in place with a third party to manage | |
| Securities on a discretionary basis, you must | |
| provide a copy of the Discretionary Agreement | |
26
Certification
Requirements
On an annual
basis, you must
acknowledge that
you understand the
Code of Ethics and
will comply with its
provisions.
| Section 9. Certification | The process for addressing non-material and | |
| Requirements | material violations will include the following: | |
| | First non-material violation in a rolling | |
| 9.1 What am I required to certify initially? | 24-month period - Letter of Education. | |
| Compliance will send the applicable Crew | ||
| Initial Certification Within 10 calendar days after | Member, his or her direct manager, and | |
| joining Vanguard, you must certify to Compliance | Human Resources or Crew Relations a | |
| that you have read, understand, and will comply | summary of the violation. | |
| with all applicable requirements of the Code and | ||
| Code-related policies. | | Second non-material violation in a rolling |
| 24-month period - Letter of Caution. | ||
| 9.2 What am I required to certify annually? | Compliance will send a letter of caution to | |
| the Crew Member and his or her direct | ||
| Annual Certification Within 30 calendar days | manager for both parties to sign and return | |
| of receipt, you must certify that you have read, | to Compliance. Compliance will have the | |
| understand, and have and will continue to comply | direct manager add a first written warning to | |
| with all applicable requirements of the Code and | Workday. Compliance also will notify the | |
| Code-related policies. | Chief Compliance Officer, the Crew Members | |
| direct officer, and Human Resources or Crew | ||
| Section 10. Penalties and Sanctions | Relations. | |
| | Third non-material violation in a rolling | |
| Any violations and potential violations of the Code | 24-month period - Letter of Violation. | |
| will be investigated by Compliance or, if necessary, | Compliance will report the violation to the | |
| the Global Code of Ethics Committee. Once it has | Global Code of Ethics Committee, which will | |
| been determined that there was a violation, you | impose an appropriate sanction (e.g., final | |
| will be subject to sanctions, as described below. | written warning) if warranted. | |
| Compliance will utilize a rolling 24-month period | | Material violation. Compliance will report |
| when evaluating whether to sanction a violation. | the material violation to the Global Code of | |
| The terms of the Disciplinary Action Policy will also | Ethics Committee, which will impose an | |
| apply. | appropriate sanction (e.g., final written | |
| warning, termination, etc.) in its discretion. | ||
| For violations involving a Contingent Worker, | ||
| Compliance will consult with a local Human | 10.2 How is an appropriate sanction | |
| Resource contact (outside the U.S.) or Crew | determined? | |
| Relations Specialist (inside the U.S.) and the | ||
| appropriate employer regarding disciplinary | In addition to the foregoing, Compliance may, | |
| action. | as authorized by the Chief Compliance Officer and | |
| in consultation with the appropriate local Human | ||
| 10.1 How are violations administered by | Resource contact (outside the U.S.) or Crew | |
| Compliance? | Relations Specialist (inside the U.S.), impose | |
| sanctions for violations of the Code that are | ||
| The sanctions program for non-material violations | considered to be necessary and appropriate | |
| of the Code (e.g., late certification submissions, | under the circumstances and in the best interests | |
| missed preclearance of a Covered Security, late in | of Vanguard and Vanguard Clients. | |
| providing account confirms/statements, failure to | ||
| observe the holding period requirements, etc.) and | As mentioned above, certain violations will be | |
| material violations will generally operate as follows: | reported to the Global Code of Ethics Committee, | |
| which will impose sanctions in its discretion. These | ||
28
| sanctions, subject to local laws, may include, but |
| are not limited to, one or more of the following: |
| personal trading suspension, profit disgorgement, |
| negative adjustment to performance review and |
| compensation, final written warning, termination |
| of employment or referral to civil or criminal |
| authorities, or any other sanction as may be |
| determined by the Global Code of Ethics |
| Committee in its discretion. |
| 10.3 How is the materiality of a violation |
| determined? |
| Compliance and/or the Committee will consider |
| a variety of factors including, but not limited to, |
| whether there was a violation of law, the frequency |
| of violations, the monetary value of the violation in |
| question, violations that impact a Vanguard Client, |
| or violations that are egregious, malicious, or |
| repetitive in nature. |
| 10.4 What are my obligations to report a |
| violation? |
| You are required to immediately report a violation of |
| the Code to the local Compliance Department once |
| you become aware of a violation. |
| Section 11. Waivers |
| The Chief Compliance Officer may grant exceptions |
| to this Code, including preclearance, other trading |
| restrictions, and certain reporting requirements |
| on a case-by-case basis if it is determined that (1) |
| the proposed conduct involves no opportunity for |
| abuse, (2) the proposed conduct does not conflict |
| with Vanguards interests, and (3) not granting an |
| exception would result in an unfair or unjust |
| outcome. |
| The Chief Compliance Officer may waive |
| the applicability of the Code for a Contingent |
| Worker if the Codes requirements are covered |
| through the applicable service providers |
| contract with Vanguard. |
29
Appendices
Appendix A.
Definitions
Appendix B.
Independent Directors and Trustees
Appendix A. Definitions
The following definitions apply throughout the Code.
| Term | Definition | |
| Access Person | Any person designated as an Investment Person, Fund Access Person, or VAI Access Person. | |
| American Depository | A receipt that represents a specific number of shares of a foreign-based corporation held by a | |
| Receipts (ADRs) | U.S. bank and entitles the holder to all dividends and capital gains. Through ADRs, investors can | |
| gain exposure to securities of foreign-based companies while investing in the U.S. instead of in | ||
| foreign markets. | ||
| Associated Persons | Any person who conducts securities business on behalf of the Vanguard Marketing Corporation | |
| (VMC). This includes all FINRA-licensed Contingent Workers, as well as non-licensed Contingent | ||
| Workers who perform certain operational and administrative functions for VMC. | ||
| Automatic Investment | A program in which regular periodic purchases (or withdrawals) are made automatically in (or | |
| Program | from) Investment accounts, according to a predetermined schedule and allocation. An Automatic | |
| Investment Program includes a dividend reinvestment plan. | ||
| Bankers' Acceptance | A time draft drawn on a commercial bank by a borrower usually in connection with an | |
| international commercial transaction. Bankers acceptances are usually guaranteed by the bank. | ||
| Beneficial Ownership | The opportunity to directly or indirectlythrough any contract, arrangement, understanding, | |
| relationship, or otherwiseshare at any time in any economic interest or profit derived from an | ||
| ownership of or a transaction in a Security. You are deemed to have Beneficial Ownership in the | ||
| following: | ||
| | Any Security owned individually by you. | |
| | Any Security owned by an Immediate Family Member. | |
| | Any Security owned in joint tenancy, as tenants in common, or in other joint ownership | |
| arrangements. | ||
| | Any Security in which an Immediate Family Member has Beneficial Ownership if the Security | |
| is held in a Covered Account over which you have decision making authority (for example, | ||
| you act as a trustee, executor, or guardian or you provide Investment advice). | ||
| | Your interest as a general partner or manager/member in Securities held by a general or | |
| limited partnership or limited liability company. | ||
| | Your interest as a member of an investment club or an organization that is formed for the | |
| purpose of investing in a pool of monies or Securities. | ||
| | Your ownership of Securities as a trustee of a trust in which either you or an Immediate | |
| Family Member has a vested interest in the principal or income of the trust or your | ||
| ownership of a vested interest in a trust. | ||
| | Securities owned by a corporation which is directly or indirectly controlled by, or under | |
| common control with, such person. | ||
| Bond | A debt obligation issued by a corporation, government, or government agency that entails | |
| repayment of the principal amount of the obligation at a future date, usually with interest. | ||
| Bribery | The act of making an illegal payment from one party to another, usually in return for a legal or | |
| financial favor. | ||
| Brokerage Account | Any account where you can transact in Securities, including Automatic Investment Programs, | |
| employee stock purchase programs, and employee stock option programs. | ||
| Certificate of Deposit | An insured, interest-bearing deposit at a bank that requires the depositor to keep the money | |
| (CD) | invested for a specified period. | |
| Closed-End Fund | A fund that offers a fixed number of shares. The fixed number of shares outstanding are offered | |
| during an initial subscription period, similar to an initial public offering. After the subscription | ||
| period is closed, the shares are traded on an exchange between investors, like a stock. | ||
| Commercial Paper | A promissory note issued by a company in need of short-term financing. | |
31
| Contingent Workers | A Contingent Worker is a broad term that refers to any person providing services to Vanguard |
| who Vanguard has not designated as a Crew Member. | |
| Contingent Workers generally include individuals performing services for or on behalf of Vanguard | |
| through staffing firms, consulting firms, service providers, and as independent contractors, other | |
| than those who work for an independent organization with expertise in a specific function that is | |
| peripheral to Vanguards core business (e.g., security, landscaping, and food services). | |
| Note: Compliance may waive the applicability of the Code for a Contingent Worker if Compliance | |
| deems the Codes requirements are covered through their service providers contract with | |
| Vanguard. | |
| Contract for Difference | A contract between two parties, typically described as buyer and seller, stipulating that the seller |
| (CFD) | will pay the difference between the current value of an asset and its value at contract time. (If the |
| difference is negative, then the buyer pays instead of the seller.) | |
| Corporate Action | A corporate action is any activity by an issuer that can change its shareholders ownership. |
| Examples include mergers, stock splits, dividends, Rights issues, etc. | |
| Covered Account | A Vanguard Fund account, a Brokerage Account, and any other type of account that holds, or is |
| capable of holding, Reportable Securities. | |
| Covered Security | Any Security, other than (i) Direct Obligations of a Government; (ii) Bankers' Acceptances, |
| Certificates of Deposit (CD), Commercial Paper, and High-Quality Short-Term Debt Instruments, | |
| including Repurchase Agreements; (iii) shares issued by Open-End Funds (although for | |
| European subsidiaries, this is limited to UCITS schemes, a non-UCITS retail scheme, or another | |
| fund subject to supervision under the law of an European Economic Area (EEA) state which is an | |
| index fund or which requires an equivalent level of risk spreading in their assets); (iv) life policies; | |
| (v) exchange-traded funds and exchange-traded notes, and (vi) Digital Security Tokens. | |
| Crew Member | All employees, officers, directors, and trustees of Vanguard or a Vanguard Fund. |
| Crowdfunding | The use of small amounts of capital from a large number of individuals to finance a new business |
| venture. This is an evolving method of raising capital, typically done through the Internet. | |
| Crypto Mining | The act of running or facilitating any computational process for purposes of receiving |
| compensation in the form of a Digital Currency, Digital Utility Token, or Digital Security Token. | |
| Crypto Mining may be done either directly or indirectly. Indirect Crypto Mining involves any | |
| investment or participation in a venture that engages in direct Crypto Mining. | |
| Debenture | An unsecured debt obligation backed only by the general credit of the borrower. |
| Direct Obligations of a | A debt that is backed by the full taxing power of any government. These Securities are generally |
| Government | considered to be of the very highest quality. |
| Digital Currency | A digital asset that: (1) serves solely as a store of value, a medium of exchange, or a unit of |
| account; (2) is not issued or guaranteed by any jurisdiction, central bank, or public authority,; (3) | |
| relies on algorithmic techniques to regulate the generation of new units of the digital asset; and | |
| (4) has transactions involving the digital asset recorded on a decentralized network or distributed | |
| ledger (e.g., blockchain). A Digital Currency is distinguishable from a Digital Security Token or a | |
| Digital Utility Token. | |
| Digital UtilityToken | A digital asset that (1) provides access to a particular network, product, or service; (2) derives its |
| value primarily from providing access to a particular network, product, or service; and (3) does not | |
| function as a Digital Currency or Digital Security Token. | |
| Digital SecurityToken | Any digital asset that is not a Digital Currency or Digital Utility Token. In general, a Digital Security |
| Token may: (1) derive its value primarily from, or represent an interest in a separate asset or pool | |
| of assets; or (2) represent an interest an enterprise or venture. A Digital Security Token may | |
| provide owners or holders with voting rights, rights to distributions, or other rights associated | |
| with ownership. Digital Security Tokens are generally held for speculative investment purposes | |
| and not to provide holders with access to a particular network, product, or service. Digital | |
| Security Tokens, like other investments, are generally not used as a medium of exchange. | |
| Note: Whether or not an asset is a Digital Security Token depends on specific facts and | |
| circumstances. Merely referring to an asset as a Digital Currency or Digital Utility Token does not | |
| prevent the asset from being a Digital Security Token. Furthermore, an asset may be a Digital | |
| Security Token even if it has some purported utility. Please contact Compliance if you have any | |
| questions regarding whether an asset is a Digital Security Token | |
32
| Evidence of Indebtedness | Written agreements for enforceable obligations to pay money. |
| Exchange-Traded Fund | An investment with characteristics of both mutual funds and individual stocks. Many ETFs |
| (ETF) | track an index, a commodity, or a basket of assets. Unlike mutual funds, ETFs can be traded |
| throughout the day. ETFs often have lower expense ratios but must be purchased and sold | |
| through a broker, which means you may incur commissions. | |
| Exchange-Traded Note | A senior, unsecured, unsubordinated debt Security issued by a financial institution, whose returns |
| (ETN) | are based on the performance of an underlying index and backed only by the credit of the issuer. |
| ETNs have a maturity date, but typically pay no periodic coupon interest and offer no principal | |
| protection. At maturity an ETN investor receives a cash payment linked to the performance of the | |
| corresponding index, less fees. | |
| Fund Access Person | Any officer (other than officers designated as an Investment Person), director, or trustee of |
| Vanguard or a Vanguard Fund, excluding Independent Directors and Trustees; or anyone who has | |
| access to nonpublic information regarding a Vanguard Funds impending purchases or sales of | |
| Securities, or nonpublic information regarding the portfolio holdings of any Vanguard Fund. For | |
| anyone not an officer, Compliance designates Fund Access Persons individually or by department | |
| number. For a list of Fund Access Person departments, please see the Fund Access Person | |
| Departments list on CrewNet. | |
| Futures/Futures Contract | A contract to buy or sell specific amounts of a commodity or financial instrument (such as grain, |
| a currency, including foreign currencies and Digital Currencies (e.g., Bitcoin), or an index) for an | |
| agreed-upon price at a certain time in the future. Sometimes the arrangements in a contract | |
| prescribe that settlements are made through cash payments, rather than the delivery of physical | |
| goods or Securities; this is called Contract for Difference. | |
| High-Quality Short-Term | An instrument that has a maturity at issuance of less than 366 days and is rated in one of the |
| Debt Instrument | two highest ratings categories by a nationally recognized statistical rating organization, or an |
| instrument that is unrated but determined by Vanguard to be of comparable quality. | |
| Immediate Family | Your spouse, domestic partner (an unrelated adult with whom you share your home and |
| Members | contribute to each other's support), and minor children |
| Initial Coin Offering (ICO) | An initial offer or sale of a Digital Security Token. |
| Note: Whether or not an offering is an ICO depends on specific facts and circumstances. | |
| Please contact Compliance before participating in an initial offering of a Digital Currency or | |
| Digital Utility Token. | |
| Initial Public Offering | A corporations first offering of common stock to the public. |
| (IPO) | |
| Independent Directors | Any director or trustee who is not an "interested person" of a Vanguard Fund within the meaning |
| andTrustees | of Section 2(a)(19) of the Investment Company Act of 1940. |
| Investment | A monetary asset purchased with the idea that the asset will provide income in the future or |
| appreciate and be sold at a higher price. | |
| Investment Contract | Any contract, transaction, or scheme whereby a person invests money in a common enterprise |
| and is led to expect profits solely from the efforts of the promoter or third party. | |
| Investment Discretion | The authority an individual may exercise, with respect to investment control or trading discretion, |
| on another person's account (e.g., executor, trustee, power of attorney). | |
| Investment Person | Anyone who, in connection with his or her regular functions or duties, makes or participates in |
| making any recommendations regarding the purchase or sale of Securities by a Vanguard Fund; | |
| and anyone designated by Compliance including, but not limited to, those who obtain nonpublic | |
| information concerning recommendations made to a Vanguard Fund. Compliance will designate | |
| Investment Persons individually or by department number. For a list of Investment Persons | |
| departments, please see the Investment Persons Departments list on CrewNet. | |
| Managed Account | A Managed Account is an investment account that is owned by an investor and overseen by a |
| hired professional money manager. The investor has no trading discretion on the account. | |
| Managed Services | A Contingent Worker who provides services to Vanguard and who is employed by an independent |
| Workers | organization with expertise in a specific function that is peripheral to Vanguards core business |
| (e.g., security, landscaping, and food services). | |
33
| Money Market Fund | A type of mutual fund that invests in short-term debt securities with the purpose of providing |
| liquidity and interest at a low risk to shareholders. Money market funds generally seek to | |
| maintain a stable net asset value of $1.00 per share. | |
| MyComplianceOffice | MyComplianceOffice (MCO) is a third-party web based application that allows Crew and |
| (MCO) | Contingent Workers to report and update certain information, as required by the Code. |
| Non-Access Person | Anyone who has not been designated as either an Investment Person, a Fund Access Person, |
| or a Vanguard Advisers, Inc. Access Person. | |
| Note | A financial security that generally has a longer term than a bill, but a shorter term than a Bond. |
| However, the duration of a note can vary significantly and may not always fall neatly into this | |
| categorization. Notes are similar to Bonds in that they are sold at, above, or below face (par) | |
| value; make regular interest payments; and have a specified term until maturity. | |
| Open-End Fund | A mutual fund that has an unlimited number of shares available for purchase. |
| Option | The right, but not the obligation, to buy (for a call option) or sell (for a put option) a specific |
| amount of a given stock, commodity, currency, including foreign currencies and Digital Currencies | |
| (e.g., Bitcoin), index, or debt, at a specified price (the strike price) during a specified period or on | |
| one particular date. | |
| Private Placement | A Security that is not registered or required to be registered under the U.S. federal securities |
| laws. Private Placements are generally sold to a relatively small number of select investors (as | |
| opposed to a public issue, in which Securities are made available for sale on the open market) in | |
| order to raise capital. Private Placements may include, among others, interests in hedge funds | |
| (including limited partnership interests) and shares of private companies. Investors in Private | |
| Placements are usually banks, mutual funds, insurance companies, pension funds, edge funds, | |
| and high net worth individuals. Private Placements are typically held or maintained outside of | |
| Vanguard. | |
| Private Securities | The acquisition, purchase, sale, or disposition of a Private Placement. |
| Transaction | |
| Real Estate Investment | A publicly traded company that invests in real estate and distributes almost all of its taxable |
| Trust (REIT) | income to shareholders. REITs often specialize in a particular kind of property. They can, for |
| example, invest in real estate such as office buildings, shopping centers, or hotels; purchase real | |
| estate (an equity REIT); and provide loans to building developers (a mortgage REIT). REITs offer | |
| the opportunity for smaller investors to invest in real estate. | |
| Related Security | Any Security or instrument that provides economic exposure to the same company or entity |
| provided, however, that equity instruments will generally not be considered related to fixed | |
| income instruments (other than convertible Bonds) and vice versa. For example, all of the | |
| following instruments would be related to the common Stock of Company X: Options, Futures, | |
| Rights, and Warrants on Company X common Stock; preferred Stock issued by Company X; and | |
| Bonds convertible into Company X common Stock. Similarly, different Bonds issued by Company | |
| X would be related to one another. | |
| Reportable Securities | Any Covered Security (as defined above), ETFs, ETNs, and Digital Security Tokens. |
| Repurchase Agreement | An arrangement by which the seller of an asset agrees, at the time of the sale, to buy back the |
| asset at a specific price and, typically, on a given date (normally the next day). | |
| Rights | A Security giving stockholders entitlement to purchase new shares issued by the corporation |
| issuer at a predetermined price (normally at a discount to the current market price) in proportion | |
| to the number of shares already owned. Rights are issued only for a short period of time, after | |
| which they expire. | |
| Security | Any Stock, Bond, money market instrument, Note, evidence of indebtedness, Debenture, |
| Warrant, Option, Right, Investment Contract, ETF, ETN, or any other Investment or interest | |
| commonly known as a Security. | |
| Secondary Offering | The sale of new or closely held shares by a company that has already made an Initial Public |
| Offering. | |
34
| Short-Selling | The sale of a Security that the investor does not own to take advantage of an anticipated decline |
| in the price of the Security. To sell short, the investor must borrow the Security from a broker to | |
| make delivery to the buyer. | |
| Spread-Betting | A way of trading that enables you to profit from movements in a wide range of markets from |
| Shares to currencies, including foreign currencies and Digital Currencies (e.g., Bitcoin), | |
| commodities, and interest rates. Spread betting allows you to trade on whether the price quoted | |
| for these financial instruments will go up or down. | |
| Stock | A Security that represents part ownership, or equity, in a corporation. Each share of stock is a |
| proportional stake in the corporation's assets and profits, some of which could be paid out as | |
| dividends. | |
| Undertakings ForThe | A regulatory framework of the European Commission that creates a harmonized regime |
| Collective Investment Of | throughout Europe for the management and sale of mutual funds. UCITS funds can be |
| Transferable Securities | registered in Europe and sold to investors worldwide using unified regulatory and investor |
| (UCITS) | protection requirements. |
| Unit InvestmentTrust | An SEC-registered Investment company that purchases a fixed, unmanaged portfolio of |
| (UIT) | income-producing Securities and then sells shares in the trust to investors, usually in units |
| of at least $1,000. | |
| Vanguard | The Vanguard Group, Inc. (VGI) and any Vanguard Affiliate. |
| Vanguard Advisers, Inc. | Any VAI officer, as well as anyone who is involved in making Securities recommendations to VAI |
| (VAI) Access Person | clients, or has significant levels of interaction or dealings with VAI clients for the purposes of |
| providing VAI services to clients. Compliance will designate VAI Access Persons individually or | |
| by department number. For a list of VAI Access Person departments, please see the VAI Access | |
| Person Departments list on CrewNet. | |
| Vanguard Affiliates | Any direct or indirect subsidiary of VGI. |
| Vanguard Clients | The clients of VGI, or any of the International Subsidiaries, and investors in the Vanguard Funds, |
| including the Vanguard Funds themselves. | |
| Vanguard ETFs | Exchange-traded funds (ETFs) sponsored or managed by Vanguard. Vanguard ETFs issue shares |
| that can be bought or sold throughout the day in the secondary market at a market-determined | |
| price. A Vanguard ETF may operate as a share class of a Vanguard Fund or as a standalone | |
| investment pool. | |
| Vanguard Funds | Vanguard mutual funds, Vanguard ETFs, and any other accounts sponsored or managed by |
| Vanguard. This includes, but is not limited to, separately managed accounts and collective trusts. | |
| Vanguard Officers | Those Vanguard Crew Members at a Principal level position or higher. |
| Warrant | An entitlement to purchase a certain amount of common Stock at a set price (usually higher than |
| the current price) during an extended period of time. Usually issued with a fixed-income security | |
| to enhance its marketability, a Warrant can be transferred, traded, or exercised by the holder. | |
35
Appendix B. Independent Directors and Trustees
Independent Directors and Trustees are required to report Securities transactions to Compliance only when a transaction is completed within 15 days of a security being purchased or sold by a Vanguard Fund and the Independent Director/Trustee had knowledge (or should have had knowledge) of the transaction.
Additionally, the following Sections of the Code are applicable to Independent Directors and Trustees:
| Sections | |
| Section 2 | Standards of Conduct (excludes the reporting requirements for conflicts of interest) |
| Section 5 | Anti-Bribery Policy |
| Section 6 | Antitrust and Competition Policy |
| Section 7 | Duty of Confidentiality |
| Section 8 | Personal Trading Activities 8.1(a) (excludes bullet 6) |
36
Do the right thing
© 2019 The Vanguard Group, Inc.
All rights reserved.
| COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC. | |
| CODE OF ETHICS | |
| TABLE OF CONTENTS | |
| SCOPE AND PURPOSE | 2 |
| OUTSIDE DIRECTORSHIPS | 3 |
| OUTSIDE EMPLOYMENT | 3 |
| PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS | 4 |
| INSIDER TRADING POLICY | 5 |
| MATERIALITY | 5 |
| PROCEDURES AND RESPONSIBILITIES OF ACCESS AND ASSOCIATED PERSONS | 6 |
| PENALTIES | 7 |
| SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC | 7 |
| STOP LIST | 7 |
| PERSONAL SECURITIES TRANSACTIONS POLICY | 8 |
| COVERED SECURITIES | 8 |
| PRE-CLEARANCE | 8 |
| COVERED ACCOUNTS | 11 |
| MANAGED ACCOUNTS | 12 |
| OPENING A NEW COVERED ACCOUNT | 13 |
| TRADING IN SECURITIES OF COMPANIES WHERE ADVISER HOLDS SIGNIFICANT | |
| POSITION | 13 |
| BLACK OUT PERIODS ACCESS PERSONS ONLY | 14 |
| REPORTING REQUIREMENTS | 14 |
| GRANTING OF EXCEPTIONS | 17 |
| APPENDIX A OF THE CODE OF ETHICS APPROVERS | 19 |
| APPENDIX B OF THE CODE OF ETHICS DESIGNATED BROKERS | 20 |
| APPENDIX C OF THE CODE OF ETHICS RULE SET | 21 |
| APPENDIX D OF THE CODE OF ETHICS REPORTABLE FUNDS | 22 |
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SCOPE AND PURPOSE
This document is the Code of Ethics (the Code) for Schroder Investment Management North America Inc. (the Adviser), as required by Rule 204A-1 under the Investment Advisers Act of 1940 (the Advisers Act).
The purpose of the Code is to set standards of conduct that govern the activities of all personnel, to ensure that business is conducted in a manner that meets the high standards required by our fiduciary duty to clients, and in compliance with all legal and regulatory requirements to which the firm is subject.
This Code applies to all officers, directors and employees (full and part time) of the Adviser (Access Persons). Certain consultants to the Adviser may also be deemed as Access Persons and subject to this Code.
Sections of this Code also apply to any persons who work for the firm in a Financial Operations
Principal (FINOPs) capacity. FINOPs are offsite persons who are associated with the firms affiliated broker dealer, Schroder Fund Advisors LLC (SFA). These individuals are deemed Associated Persons rather than Access Persons.
All persons employed by any subsidiary of Schroders plc (Schroders) other than the Adviser who, in connection with their duties, are aware of securities under consideration for purchase or sale on behalf of clients, as well as personnel who are aware of portfolio holdings of registered investment companies advised or sub-advised by the Adviser or its affiliates [as listed on Appendix D] (Reportable Funds), are covered by the Codes of Ethics applicable to those entities, and to the Group Policies relating to ethics and personal securities trading.
In carrying out their job responsibilities, all Access Persons or Associated Persons must, at a minimum, comply with all applicable legal requirements, including applicable securities laws. In addition, all Access Persons or Associated Persons must: maintain professional integrity and behave with ethical conduct; place the interests of clients and the integrity of the investment profession above their own personal interests; use professional judgment when engaging in all professional activities and encourage peers to do the same; behave in a manner that reflects well on themselves and Schroders; and strive to maintain and improve their professional competence and the professional competence of their peers.
Any breach by an Access Person or Associated Person of the laws, regulations and procedures outlined in the Code of Ethics will be deemed to be a violation of the terms of his or her employment with the Adviser or his or her association with SFA, and may result in disciplinary action and/or dismissal, in addition to any other penalties or liabilities resulting from such violation.
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The Code imposes restrictions on personal securities transactions that are reasonably designed to prevent any conflict of interest, or the appearance of any conflict of interest, between Access
Persons or Associated Persons trading for their personal accounts and securities transactions initiated or recommended for clients.
The Code also provides procedures to ensure that securities transactions undertaken by Access Persons or Associated Persons, whether for clients or for personal purposes, do not involve the misuse of material non-public information- including sensitive information relating to client portfolio holdings and transactions being considered to be undertaken on behalf of clients. Therefore, incorporated within the Code are an Insider Trading Policy and a Personal Securities Transactions Policy.
These Policies contain procedures that must be followed by all personnel pursuant to Rule 204A-1 and Rule 204-2(a)(12) under the Advisers Act, Rule 17j-1 under the Investment Company Act of 1940
(the Investment Company Act) and Section 204A of the Advisers Act. To the extent that associated persons of SFA are subject to the Code, it incorporates the requirements of Section 20A of the
Securities Exchange Act of 1934 (the Exchange Act).
OUTSIDE DIRECTORSHIPS
Access Persons may not serve on the board of directors (or the equivalent) of any publicly listed or traded issuer, except with the prior written authorization of the Chief Executive Officer of the Adviser or, in his or her absence, the Chief Executive Officer. Associated Persons must receive similar written authorization from the President of SFA.
That authorization may be granted based only upon a determination that the board service would be consistent with the interests of Schroders and its clients. If permission to serve as a director is given, the issuer will be placed permanently on the Global Stop List.
Transactions in that issuers securities for client and personal securities accounts may be authorized when certification has been obtained from that issuers Secretary, or similar officer, that its directors are not in possession of material price sensitive information with respect to its securities.
OUTSIDE EMPLOYMENT
No Access Person or Associated Person may engage in any form of outside business relationship without first making a written request to do so and obtaining the written consent of the Adviser or SFA, respectively.
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Outside business activities must be logged on MyCompliance via the Outside Activity section of the MyCompliance dashboard. Once submitted, the information is routed for line manager, Human Resources, and Compliance review. The Access Person is notified through an email auto-generated from the MyCompliance system if/when their request is approved. Access Persons or Associated Persons must receive prior written approval of the Chief Compliance Officer or the General Counsel to receive a fee from any outside source for activities in the financial services or other investment related fields. For the purposes of this restriction, outside employment includes self-employment, whether in an individual capacity or through an entity in which the Access Person or Associated Person has an interest.
In addition, all Access Persons or Associated Persons are required to disclose any personal relationship which may potentially create a real or perceived conflict of interest with their responsibilities at Schroders. Such potential conflicts include, but are not limited to, situations where a child, partner or other member of the household is employed as an investment professional at a competitor or a trader at one of our potential counterparties. Any such relationships should be disclosed in MyCompliance in the Certifications section of the MyCompliance dashboard.
PRIVATE SECURITIES TRANSACTIONS AND TAX SHELTERS
No Access Person or Associated Person may participate in any type of private placement or tax shelter without obtaining the advance consent of their direct supervisor (for Associated Persons) and the Chief Compliance Officer. The Access Person or Associated Person must submit the information and certification specified in the Personal Securities Transaction Policy.
Only passive investments (without operational, management or promotional duties) in a private securities transaction are permitted. FINRA Rule 3280 requires that Associated Persons of SFA contemplating private securities transactions must submit a detailed request to participate to the firm, which must issue permission to proceed. This request may be submitted electronically through MyCompliance and will be routed to the designated Compliance Officer for SFA.
Exiting a private placement or tax shelter, whether by sale or redemption, does not need to be approved but the transaction must be reported to Compliance in the Access Persons next quarterly transactions report and the next annual holding report.
Additional capital calls by a private investment vehicle that the supervisor and Compliance have already approved do not need to be pre-cleared, however a confirmation of such activity should be included in the next quarterly transaction report.
No Access Person or Associated Person who is a registered representative licensed with FINRA under the supervision of SFA may receive selling compensation in connection with a private
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securities transaction or tax shelter not offered through SFA. Any Access Person or Associated Person engaged in selling activity other than in connection with his or her duties as a registered representative must obtain prior permission in writing from his or her supervisor and the Chief Compliance Officer.
INSIDER TRADING POLICY
THE SCOPE AND PURPOSE OF THIS POLICY
It is a violation of United States federal law and a serious breach of the Advisers policies for any
Access or associated person to trade in, or recommend trading in, the securities of a issuer for his/her personal gain, or on behalf of the firm or its clients, while in possession of material, non-public information (inside information) which may come into his/her possession either in the course of performing his/her duties, or through a breach of any duty of trust and confidence.
Such violations could subject you, the Adviser, and its affiliates, to significant civil and criminal liability, including the imposition of monetary penalties, and could also result in irreparable harm to the reputation of the Adviser. Tippees (i.e., persons who receive material, non-public information) may also be held liable if they trade or pass along such information to others.
Further, it is a violation of anti-fraud provisions of the Advisers Act for Access Persons or Associated Persons who are aware of transactions being considered for clients, or are aware of the portfolio holdings in the reportable funds to which the Adviser (or an affiliate) acts an adviser, to disclose such information to a party who has no need to know or to trade on such information for personal gain by, among other things, front-running or market timing.
The US Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA) requires all broker-dealers and investment advisers to establish and enforce written policies and procedures reasonably designed to prevent misuse of material, non-public information.
The provisions of ITSFEA apply both to trading while in possession of such information, and to communicating such information to others who might trade on it improperly.
MATERIALITY
Material information about transactions that the Adviser undertakes on behalf of clients is proprietary to the firm. Use of that information by Access and associated persons in personal securities dealingsor communication of the information to others with the expectation that they will trade--violates the duties that Access and associated persons owe to the Adviser and its clients.
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Information that Access Persons and Associated Persons obtain through research, or through communications with issuers on behalf of the Adviser, belongs to the Adviser and may not be used in connection with personal securities transactions other than in compliance with the personal securities transactions provisions of this Code of Ethics.
Where Access Persons or Associated Persons receive information from issuers or research providers that they believe is material and non-public in the course of their duties for the Adviser, they must immediately notify the General Counsel or Chief Compliance Officer.
Information which emanates from outside an issuer, but may affect the market price of an issuers securities, can also be inside information. For example, material, non-public information can originate within the Adviser itself. This would include knowledge of activities or plans of an affiliate, or knowledge of securities transactions that are being considered or executed by the Adviser itself on behalf of clients.
Material, non-public information can also be obtained from knowledge about a client that a person has discovered in his/her dealings with that client. Material, non-public information pertaining to a particular issuer could also involve information about another issuer that has a material relationship to the issuer, such as a major suppliers decision to increase its prices. Moreover, non-public information relating to portfolio holdings in a Reportable Fund should not be used to market-time or engage in other activities that are detrimental to the Reporting Fund and its shareholders.
In addition, Rule 14e-3 under the Exchange Act makes it unlawful to buy or sell securities while in possession of material information relating to a tender offer, if the person buying or selling the securities knows, or has reason to know, that the information is non-public and has been acquired, directly or indirectly, from the person making, or planning to make, the tender offer, from the target company, or from any officer, director, partner or employee or other person acting on behalf of either the bidder or the target company.
This rule prohibits not only trading, but also the communication of material, non-public information relating to a tender offer to another person in circumstances under which it is reasonably foreseeable that the communication will result in a trade by someone in possession of the material non-public information. All staff is subject to the Global Market Abuse Policy which provides further guidance on what may be regarded as abusive behaviors.
PROCEDURES AND RESPONSIBILITIES OF ACCESS AND ASSOCIATED PERSONS
Please see Compliances Market Abuse Policy located on the Compliance intranet page for prohibitions regarding persons who acquire material non-public information.
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PENALTIES
Penalties for trading on or communicating material, non-public information are severe, both for the individuals involved in such unlawful conduct and their employers. Under the law, a person can be subject to some or all of the penalties below, even if s/he does not personally benefit from the violation. Penalties include:
| 1) | civil injunctions; |
| 2) | disgorgement of profits; |
| 3) | treble damages fines for the Access Person or Associated Person who committed the violation, of up to 3 times the profit gained or loss avoided, whether or not the person actually benefited; |
| 4) | fines for the employer or other controlling person of up to the greater of $1,000,000, or 3 times the profit gained or loss avoided; and |
| 5) | imprisonment. |
SPECIAL PROVISIONS FOR TRADING IN THE SECURITIES OF SCHRODERS PLC
Special restrictions apply to trading in the securities of Schroders plc because staff, by virtue of their employment, may be deemed to have inside information:
| 1. | Securities of Schroders plc will not be purchased for any client account without the permission of that client, and then only if permitted by applicable law. |
| 2. | Personal securities transactions in the securities of Schroders plc are subject to blackout periods and other restrictions which are outlined in the UK Staff Dealing Rules. These can be found on the Group Compliance intranet page. A trade request must be submitted via MyCompliance and approved by the UK Corporate Secretariat prior to trading. |
STOP LIST
Schroders maintains a Global Stop List that includes company securities for which one or more persons at the Adviser and its affiliates may hold price sensitive information. The Stop List locally is maintained by the US Compliance team.
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PERSONAL SECURITIES TRANSACTIONS POLICY
All Access Persons are subject to the restrictions contained in this Personal Securities Transactions
Policy (the Policy) with respect to their transactions in Covered Securities (defined below).
Temporary and seconded employees may be subject to some or all provisions of the Policy, as specified.
COVERED SECURITIES: Securities, such as equities, fixed income instruments, ETFs, and derivatives of those securities, including options, are covered by this Policy. The same limitations pertain to transactions in a security related to a Covered Security, such as an option to purchase or sell a Covered Security and any security convertible into or exchangeable for a Covered Security.
Not covered by this Policy are:
- shares in any open-end US registered investment company (mutual fund) that is not a Reportable Fund
- shares issued by money market funds
- shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
- Securities which are direct obligations of the U.S. Government (i.e., Treasuries).
- bankers acceptances, bank certificates of deposit, commercial paper, bitcoins, currencies, repurchase agreements and other high quality short-term debt instruments 1
If this policy treats a security as not covered, you may purchase or sell it without obtaining pre-clearance and you do not have to report it. Accounts holding only securities not covered by this policy are not required to be held at a designated broker (listed in Appendix B). However, if the account has brokerage capabilities, you must still report the account.
PRE-CLEARANCE
The following section addresses how to obtain pre-clearance, when you may trade and how to establish an account.
If you fail to pre-clear a transaction in a Covered Security, you may be monetarily penalized and/or be subjected to a personal trading suspension. Violations of this Policy will be reported to the Advisers Executive Committee and will result in reprimands that could also affect your employment with Schroders.
1 High quality short-term debt instruments means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but is of comparable quality.
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Pre-clearance is obtained by completing an electronic trade request which can be found on the MyCompliance dashboard. Trade requests are submitted by requesting a quantity in a security. In the event that the MyCompliance system is not working, pre-clearance can be obtained by submitting an email to the Compliance department.
Approvals can be influenced by a variety of factors, including: the sensitivity of the position of the person submitting the request, principal amount of the trade, market capitalization, and trading or investment activity in the security for the benefit of clients.
When submitting a trade request, you are assumed to be representing that you have read and agree to be bound by the Code of Ethics, including its Insider Trading Policy and Personal Securities Transaction Policy, and that the proposed transaction, to your knowledge, complies with all the rules and restrictions established within the applicable policies.
1. Pre-clearance is valid until close of business on the same day that the pre-clearance is granted. If the transaction has not been executed within that timeframe, a new pre-clearance must be obtained.
2. Pre-clearance for securities listed on non-US exchanges is valid until the close of business on the following business day in order to compensate for different time zones.
3. It is Schroders policy to discourage excessive personal trading on the part of its Access Persons.
| If you wish to purchase an initial public offering2 or securities in a private placement3 , you |
| must obtain permission from your direct supervisor (for Access Persons) and the Chief |
| Compliance Officer. In such cases, an Access Person would submit a trade request via |
| MyCompliance. If approved appropriate records will be maintained in writing by the Chief |
| Compliance Officer in accordance with Rule 17j-1(f)(2). |
| The Compliance Officer will not approve transactions in securities that are not publicly traded, |
| unless the Access Person or Associated Person provides such documents as the Compliance |
| Department requests and the Chief Compliance Officer concludes, after consultation with one or |
| more of the relevant Portfolio Managers, that the Adviser would have no foreseeable interest in |
| investing in such security or any related security for the account of any Client. |
| 2 An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the |
| registration, was not subject to reporting requirements under the federal securities laws. |
| 3 A private placement is an offering of securities that are not registered under the Securities Act because the offering qualified for an |
| exemption from the registration provisions. |
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The following transactions do not require pre-clearance:
-
Transactions in an account over which the Access Person has no direct or indirect influence or control such as where investment discretion is delegated in writing to an independent fiduciary
(Managed Account see definition on page 14). Access Persons must provide such evidence of delegation of investment discretion as the Compliance Department requests and provide copies of account statements. - Transactions which are non-volitional on the part of the Access Person (e.g., receipt of securities pursuant to a stock dividend or merger, a gift or inheritance). However, the volitional sale of securities acquired in a non-volitional manner is treated as any other transaction and subject to pre-clearance. This may include where options are exercised against a call written by the Access Person or where securities are exchanged for cash or other securities as part of a business transaction.
- Purchases of the securities of an issuer through an automatic investment plan which makes periodic purchases (or withdrawals) automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation are permitted. An automatic investment plan includes a dividend reinvestment plan (DRIP). Documentation concerning the plan and the standing instruction for the plan should be provided to Compliance before initiating such a plan. Any transactions in such a plan other than according to a predetermined schedule are subject to pre-clearance. Exceptions may be granted on a case by case basis by the Chief Compliance Officer.
- The receipt or exercise of rights issued by an issuer on a pro rata basis to all holders of a class of security and the sale of such rights are permitted without pre-clearance. (This includes transactions in The Swiss Helvetia Fund during its blackout period.) However, if you buy or sell rights issued to you in a transaction with a third party, the transaction must be pre- cleared. If, to your knowledge, the Advisory Group (as that term is defined on page 14 in the Trading in Securities of Companies Where Adviser Holds Significant Position section) holds more than 10% of the outstanding share capital of the issuer, you must pre- clear the exercise of those rights.
- Tender of shares already held into an offer if the tender offer is open on the same terms to all holders of the securities covered by the offer. (This includes transactions in The Swiss Helvetia Fund during its blackout period.)
- Conversion of convertible securities or participation in exchange offers provided that the conversion or offer is available on the same terms to all holders.
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· Transactions in collective investment schemes offered by plans that qualify under Section 529 of the Internal Revenue Code. Although exempt from pre-clearance, such transactions must be reported unless the securities purchased through the plan would not independently be covered security under the Code of Ethics.
HOLDING PERIODS
Short Term Trading: All Access Persons are strongly advised against short-term trading and are prohibited from making trades that expose them to material open-ended liabilities. This includes short selling, CFD investing, spread betting and leveraged account management without putting an appropriate stop-loss mechanism in place.
Any Access Persons who appear to have established a pattern of short term trading may be subject to additional restrictions or penalties including, but not limited to, a limit or ban on future personal trading activity and a requirement to disgorge profits on short-term trades.
All Covered Securities are subject to a 60 calendar day holding period. Trades in Reportable Funds are also subject to the 60 day holding period. Securities may not be sold or bought back within 60 days after the original transaction without the permission of the Chief Compliance Officer who has exemptive authority to override the 60 day holding policy for good cause shown.
Schroders plc shares purchased in the market (rather than forming part of a remuneration award) are subject to a one-year holding period.
Non volitional exceptions:
· The Short Term Trading Prohibition shall not pertain to the exercise of a call sold by an Access Person to cover a long position. However, although an Access Person may purchase a put to cover a long position, the exercise of such put will only be approved if the underlying security was held for the minimum required period (60 calendar days). The exercise of a covered put is subject to the same pre-clearance and reporting requirements as the underlying security.
COVERED ACCOUNTS
A Covered Account is an account in which Covered Securities are held by you, or an account in which you own a beneficial interest (except where you have no influence or control). This includes IRA accounts as well as any 401k account held from a former employer that holds a Covered Security, such as stock of the former employer or a Fund which exclusively holds such stock.
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Covered Accounts are covered by this policy and are subject to the aforementioned preclearance and holding policies.
Accounts held by your spouse (including his/her IRA or 401k accounts), minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household are also considered Covered Accounts, as are any other accounts over which you exercise investment discretion. In addition, accounts maintained by your domestic partner (an unrelated adult with whom you share your home and contribute to each others support) are considered Covered Accounts under this Policy.
The Access Person will be presumed to have influence and control over any of the above-described accounts unless the Access Person obtains the written consent of the Chief Compliance officer to treat the account as not covered. If you are in any doubt as to whether an account falls within this definition of Covered Account, please see Compliance.
Covered Securities purchased through an account reported as non-covered is a breach of this Code even if the transaction was otherwise permitted. Unless prior written consent is obtained from the Chief Compliance Officer, the account will be designated as a Covered Account (defined below) and must promptly be transferred to a designated broker. If a security is covered, every Access Person has an obligation to understand the rules that apply to pre-clearance, holding period and reporting of that security.
All US-based personnel are required to maintain their Covered Accounts at a Designated Broker as listed in Appendix B. US open-end mutual funds are not required to be held in a brokerage account - they may be held directly with the fund company or its transfer agent. To the extent that Access Persons hold Reportable Funds directly with the fund company or transfer agent, they assume the responsibility to report transactions in those funds manually in their quarterly reports and their holding in their annual report.
Persons on secondment from London or other offices may apply to Compliance for a waiver of the requirement to maintain their Covered Accounts at a US Designated Broker. As MyCompliance is a globally used system, employees wishing to trade in US securities must follow the procedures as set forth for US-based personnel unless waived by Compliance.
MANAGED ACCOUNTS
A Managed Account is an account over which the Access Person has no direct or indirect influence or control, such as where investment discretion is delegated in writing to an independent fiduciary.
Managed Accounts are still considered Covered Accounts and must be reported to Compliance. Compliance cannot approve a Managed Account until an official discretionary letter from the independent fiduciary is received which expressly states that the Access Person does not
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have any investment discretion. Compliance must have a discretionary letter on file for each managed account and will request an updated letter annually.
All managed accounts open after January 1, 2018 are required to be held at one of the designated brokers identified in Appendix B. If the account was open prior to January 1, 2018, it is not required to be held at a designated broker but quarterly statements must be provided to Compliance.
Since the Access Person does not have any investment discretion on Managed Accounts, transactions in these accounts are not subject to the preclearance and holding policies. However, Compliance will conduct periodic reviews to check the transactions in Managed Accounts against blackout and stop lists.
OPENING A NEW COVERED ACCOUNT
Employees must receive written approval from Compliance before opening a covered account with a broker. This rule applies to all new covered accounts, whether or not the employee already holds other approved accounts with the same broker. This rule also applies to managed accounts.
TRADING IN SECURITIES OF COMPANIES WHERE ADVISER HOLDS SIGNIFICANT POSITION
Regulatory and reputational risks are higher when Access Persons hold investments in which the
Adviser and its affiliates (the Advisory Group) collectively have large holdings on behalf of their clients and/or themselves. For this reason, Access Persons are not permitted to purchase equity investments in which the Advisory Group holds more than 10% of the issued share capital of the company (excluding open-ended investment companies and closed ended Schroder managed investment trusts) on behalf of clients (including both pooled funds and segregated accounts) or on its own behalf, except where pre-emption rights are compromised, e.g. in the case of public rights issues, in which case Compliance approval must be obtained.
This will be checked by MyCompliance as part of the pre-clearance procedure. The sale of existing holdings in which the Advisory Group holds more than 10% of a companys share capital may be made, subject to compliance with the rest of this policy, but personnel in particular any Access Persons with knowledge of, or dealings with, the company or its senior management, arising from their Investment responsibilities should exercise great care in determining the appropriate timing of such disposals having regard to their knowledge of the companys affairs and any anticipated or potential corporate events.
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BLACK OUT PERIODS ACCESS PERSONS ONLY
- In order to prevent Access Persons from buying or selling securities in competition with orders for clients, or from taking advantage of knowledge of securities being considered for purchase or sale for clients,4 Access Persons may not be able to execute a trade in a Covered Security within seven calendar days after a client has traded in the same (or a related) security. Trades requested through MyCompliance will run through pre-defined rules in the system which will include checking if a trade requested was also traded in a client account and may result in the trade requested by the Access Person being denied.
- The Swiss Helvetia Fund During the preparation of the annual and semi-annual financial reports for The Swiss Helvetia Fund, an Access Person may not purchase or sell shares of the Fund, except pursuant to a rights offering or tender offer. This blackout period will begin on the day following the date that the fiscal year (or half-year) ends, and end on the date when the financial report is filed with the Securities and Exchange Commission, or is mailed to shareholders(whichever is earlier). Exceptions to this blackout period will be granted only upon the obtaining of the prior written consent of either the Chief Compliance Officer or General Counsel.
ALL OTHER ADVISORY PERSONNEL
All other persons who are aware of securities under consideration for purchase or sale on behalf of clients, as well as personnel who are aware of portfolio holdings of Reportable Funds, wherever geographically situated, are subject to their local policies and procedures relating to personal securities transactions. Records of such persons personal transactions will be maintained locally in accordance with Rule 204-2(a)(12) under the Advisers Act and made available to representatives of the US Securities and Exchange Commission upon request.
Temporary employees who are deemed Access Persons must comply with this Code, although such employees may not be subject to the requirement of maintaining Covered Accounts at a Designated Broker. Exemptions from the Code made for temporary employees shall be documented by Compliance.
REPORTING REQUIREMENTS
All personnel are required to report their transactions in Covered Securities in MyCompliance through various filings that are due at certain times of the year. Access Persons will receive
4 A security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made or communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
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notification of these filings and their respective deadlines via MyCompliance. Failure to comply with these time sensitive filings will result in a violation of the Code of Ethics.
INITIAL REPORTING
No later than 10 days after joining the Adviser, each Access Person must provide Compliance with a list of each Covered Security s/he owns (as defined above). The information provided, which must be current as of a date no more that 45 days prior to the date such person became an Access Person, must include: the title of the security; the exchange ticker symbol or CUSIP; the number of shares owned (for equities); and principal amount (for debt securities).
The Access Person must also provide information on the name of the broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person. The report must be signed by the Access Person and the date of submission noted. Access Persons may provide account statements in place of a written list. Unless approved by the Chief Compliance Officer, all new Access Persons who have accounts with brokers that are not on the list of Designated Brokers (see Appendix B) will have to move their accounts within a reasonable timeframe established by Compliance upon their hire. The Chief Compliance Officer will only allow an Access Person to keep a Covered Account with a broker outside of the Designated Brokers list in extenuating circumstances.
QUARTERLY REPORTS
No later than 30 days after the end of each calendar quarter, each Access Person will provide Compliance with a report of all transactions in Covered Securities in the quarter. All information requested on the form issued via MyCompliance must be provided.
Access Persons must also report any new securities accounts established during the quarter, including the name of the broker/dealer and the date the securities account was established. If all transactions have taken place in Covered Accounts at an approved broker that provides statements to Schroders, a simple affirmation of those transactions may be provided through the electronic certification distributed by MyCompliance.
Transactions in shares of Reportable Funds must be reported, including transactions other than purchases through payroll deductions in the now combined Schroder 401(k) and Defined Contribution Plans. Only exchanges of existing positions must be reported. Payroll deductions and changes to future investment of payroll deductions do not need to be reported. All transactions in the SERP are subject to the same reporting requirements as the Schroder 401(k) plan.
Please note that capital calls on private placements do not require preclearance but should be reported on these quarterly reports.
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COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
ANNUAL REPORTS
Within 45 days after the end of the calendar year, each Access Person must report all his/her holdings in Covered Securities as at December 31, including: the title; exchange ticker symbol or CUSIP; number of shares and principal amount of each Covered Security the Access Person owns (as defined above), and the names of all securities accounts.
The report must be submitted via MyCompliance by the Access Person and the date of submission noted. Access Persons may rely on brokerage statements provided by a Designated Broker or another broker-dealer that has been approved by the Chief Compliance Officer.
The information on personal securities transactions received and recorded will be deemed to satisfy the obligations contained in Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. Such reports may, where appropriate, contain a statement to the effect that the reporting of the transaction is not to be construed as an admission that the person has any direct or indirect beneficial interest or ownership in the security. Any such reports shall be maintained for at least five years after the end of the fiscal year in which the report was made, the first two years in an easily accessible place.
KNOWLEDGE OF THE CODE AND ANNUAL CERTIFICATION
Each Access Person is responsible for understanding the provisions of this Code. Each will certify, at least annually, that she or he has reviewed the current version of this Code and has complied with the Code.
The Chief Compliance Officer will ensure that Access Persons have access to the most current version of the Code. The Code will be maintained on the internal Compliance website at:
http://myintranet.london.schroders.com/channels/index/compliance-usa/Pages/compliance-usa.aspx
All Access Persons will receive written notification of amendments to the Code together with a copy of the revisions or directions on where a current copy can be obtained.
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
| EFFECTIVE MAY 1, 2017, REVISED FEBRUARY 2018 | 16 |
COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
SELF-REPORTING OF VIOLATIONS
Access Persons and Associated Persons have an obligation to review their own trading to ensure that they have acted in compliance with the provision of this Code. To the extent that such person determines that she or he has executed a transaction not in compliance with this Code, that person has an obligation to report the violation to the Chief Compliance Officer.
Any Access Person or Associated Person who knows of, or reasonably believes there is, a violation of applicable laws or this Code of Ethics, must report that information immediately to the Firms
Chief Compliance Officer. The reporting person may not conduct any preliminary investigations of the suspected violation unless authorized by the Firms Compliance Department.
Any Access Person or Associated Person who in good faith reports a possible violation of law, regulation, Firm policy, or this Code of Ethics, or any other suspected illegal or unethical behavior is protected from retaliation. Retaliation against an Access Person or Associated Person reporting a violation constitutes a violation of this Code of Ethics. Supervised Persons may also choose to report violations anonymously. For information on how to report any such circumstances anonymously, please review our Whistleblowing Policy which is located on the Compliance intranet page.
Please note that a reporting person who has violated the law or a provision of this Code will not be protected from the consequences of that violation just because they reported it.
GRANTING OF EXCEPTIONS
The Chief Compliance Officer and the General Counsel may, on a case-by-case basis, grant exceptions to any provisions under this Code for good cause. Any such exceptions and the reasons for granting them will be maintained in writing by the Chief Compliance Officer and presented to the Board of Directors of the Adviser at the next scheduled meeting.
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
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COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
| Adopted: | October 1, 1995 |
| Amended: | May 15, 1996 |
| May 1, 1997 | |
| June 12, 1998 | |
| June 2, 1999 | |
| March 14, 2000 | |
| August 14, 2001 | |
| June 23, 2003 | |
| October 23, 2003 | |
| December 9, 2003 | |
| May 11, 2004 | |
| January 14, 2005 | |
| December 5, 2005 | |
| March 6, 2006 | |
| September 14, 2007 | |
| September 14, 2009 | |
| March 9, 2010 | |
| June 12, 2012 | |
| June 18, 2013 | |
| June 12, 2014 | |
| May 20, 2015 | |
| September 30, 2015 | |
| May 1, 2017 |
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
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COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
APPENDIX A OF THE CODE OF ETHICS APPROVERS
In the event that the MyCompliance system is not accessible, the US Compliance team is authorized to pre-clear personal transactions.
Compliance email: *US SIM - SIM NA Compliance
Link to MyCompliance: https://schroders.starcompliance.com/Employee
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
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COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
APPENDIX B OF THE CODE OF ETHICS DESIGNATED BROKERS
Designated Brokers:
Charles Schwab
Chase Investment Services
Citi Personal Wealth Management
E*Trade
Edward Jones
Fidelity
Goldman Sachs
Interactive Brokers
JP Morgan Securities / Private Bank
Lending Club*
Merrill Lynch
Morgan Stanley Smith Barney
Scottrade Financial
Stifel
T. Rowe Price
TD Ameritrade
UBS Wealth Management
Vanguard
Wells Fargo
*Lending Club (and other peer-to-peer lending accounts) where the employee is the lender must be disclosed via the Outside Activity section of MyCompliance. Please note that these accounts require line manager approval prior to being opened.
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
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COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
| APPENDIX C OF THE CODE OF ETHICS RULE SET | ||
| Requires Pre- | Subject to 60 day | |
| Security Type | clearance? | holding period |
| Equities | Yes | Yes |
| Exchange Traded Funds | Yes | Yes |
| Derivatives | Yes | Yes |
| Fixed Income securities | Yes | Yes |
| US Open ended Mutual Funds - (other than Reportable Funds) | No | No |
| Non US Open ended Mutual Funds - (Not managed by the Adviser or | Yes | Yes |
| an affiliated adviser ) | ||
| Reportable Funds and Non-US funds managed by Schroders (outside | No | Yes |
| of your Schroders 401k) | ||
| Closed end Funds | Yes | Yes |
| Initial Public Offerings | Yes | Yes |
| Private Placements | Yes | n/a |
| Non-volitional dividend reinvestment transactions and corporate | No | n/a |
| action elections for which formal public documents are issued | ||
| Schroders plc shares, purchased outside of a remuneration package | Yes | Yes, one year |
| Direct obligations of the US Government | No | No |
| Bankers acceptances, commercial paper, repurchase agreements, | No | No |
| bitcoins, currencies | ||
| Crowdfunding & Crowdsourcing non security based | No | No |
| Crowdfunding & Crowdsourcing security based | Yes | Yes |
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
| EFFECTIVE MAY 1, 2017, REVISED FEBRUARY 2018 | 21 |
COMPLIANCE MANUAL SCHRODER INVESTMENT NORTH AMERICA INC.
| APPENDIX D OF THE CODE OF ETHICS REPORTABLE FUNDS |
| Affiliated Investment Companies Advised by SIMNA |
| The Swiss Helvetia Fund, Inc. |
| Schroder North American Equity Fund |
| Schroder Emerging Markets Small Cap Fund |
| Schroder Long Duration Investment-Grade Bond Fund |
| Schroder Short Duration Bond Fund |
| Schroder Total Return Fixed Income Fund |
| Affiliated Investment Companies Sub-Advised by SIMNA |
| Brookfield Real Assets Fund |
| Consulting Group Capital Markets Funds International Equity Investments |
| Guidestone Funds Extended Duration Bond Fund |
| Hartford Schroders Emerging Markets Debt and Currency Fund |
| Hartford Schroders Emerging Markets Debt and Currency Fund |
| Hartford Schroders Emerging Markets Multi-Sector Bond Fund |
| Hartford Schroders Global Strategic Bond Fund |
| Hartford Schroders Income Builder Fund |
| Hartford Schroders International Multi-Cap Value Fund |
| Hartford Schroders International Stock Fund |
| Hartford Schroders Tax-Aware Bond Fund |
| Hartford Schroders US Small Cap Opportunities Fund |
| Hartford Schroders US Small/Mid Cap Opportunities Fund |
| Met Investors Series Trust Schroders Multi-Asset Portfolio |
| PMC Core Fixed Income Fund |
| Russell Core Bond Fund |
| Russell Investment Grade Bond Fund |
| Russell Strategic Bond Fund |
| SEI Opportunistic Income Fund |
| SunAmerica Schroders VCP Global Allocation Portfolio |
| SunAmerica Seasons Series Trust International Equity Portfolio |
| Transamerica International Small Cap Fund |
| Vanguard International Explorer Fund |
| Vanguard International Growth Fund |
| Vanguard Variable Annuity Plan |
| Vantagepoint Low Duration Bond Fund |
| Wells Fargo Small Cap Opportunities Fund |
| Wilmington Trust Multi-Manager International Fund |
| SCHRODERS US COMPLIANCE MANUAL: APPENDIX A CODE OF ETHICS | |
| EFFECTIVE MAY 1, 2017, REVISED FEBRUARY 2018 | 22 |
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