Vanguard Sector Bond Index Funds |
Prospectus |
December 22, 2015 |
Admiral Shares |
Vanguard Short-Term Government Bond Index Fund Admiral Shares (VSBSX) |
Vanguard Intermediate-Term Government Bond Index Fund Admiral Shares (VSIGX) |
Vanguard Long-Term Government Bond Index Fund Admiral Shares (VLGSX) |
Vanguard Short-Term Corporate Bond Index Fund Admiral Shares (VSCSX) |
Vanguard Intermediate-Term Corporate Bond Index Fund Admiral Shares (VICSX) |
Vanguard Long-Term Corporate Bond Index Fund Admiral Shares (VLTCX) |
Vanguard Mortgage-Backed Securities Index Fund Admiral Shares (VMBSX) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
Contents | |||
Vanguard Fund Summaries | Financial Highlights | 57 | |
Short-Term Government Bond Index Fund | 1 | Investing With Vanguard | 65 |
Intermediate-Term Government Bond Index Fund | 6 | Purchasing Shares | 65 |
Long-Term Government Bond Index Fund | 11 | Converting Shares | 69 |
Short-Term Corporate Bond Index Fund | 16 | Redeeming Shares | 70 |
Intermediate-Term Corporate Bond Index Fund | 21 | Exchanging Shares | 73 |
Long-Term Corporate Bond Index Fund | 26 | Frequent-Trading Limitations | 74 |
Mortgage-Backed Securities Index Fund | 31 | Other Rules You Should Know | 76 |
Investing in Index Funds | 37 | Fund and Account Updates | 80 |
More on the Funds | 38 | Contacting Vanguard | 82 |
The Funds and Vanguard | 51 | Additional Information | 83 |
Investment Advisor | 52 | Glossary of Investment Terms | 85 |
Dividends, Capital Gains, and Taxes | 53 | ||
Share Price | 55 |
Vanguard Short-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 64% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 13 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected securities) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, all with maturities between 1 and 3 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 1.9 years as of August 31, 2015 .
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
2
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund’s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund’s target index, which has investment characteristics similar to those of the Fund. The Fund’s Signal ® Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Government Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.96%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.16% (quarter ended June 30, 2010), and the lowest return for a quarter was –0.18% (quarter ended December 31, 2010).
3
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
4
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
5
Vanguard Intermediate-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
6
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 35 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 310 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities between 3 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 5.6 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
7
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Government Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 2.85%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.57% (quarter ended September 30, 2011), and the lowest return for a quarter was –2.54% (quarter ended June 30, 2013).
8
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
9
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
10
Vanguard Long-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
11
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 24 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. Long Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 24.7 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
12
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Government Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.22%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 24.35% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.83% (quarter ended June 30, 2013).
13
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
14
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
15
Vanguard Short-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
16
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 62 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 15 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 1 and 5 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 3.0 years as of August 31, 2015 .
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
17
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Corporate Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.59%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.23% (quarter ended March 31, 2012), and the lowest return for a quarter was –1.16% (quarter ended June 30, 2013).
18
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
19
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
20
Vanguard Intermediate-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$35 | $57 | $81 | $153 |
21
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 56 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 510 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 5 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 7.3 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds 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 Fund because it invests primarily in intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
22
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the Admiral Shares (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Corporate Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.38%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 4.19% (quarter ended September 30, 2012), and the lowest return for a quarter was –4.03% (quarter ended June 30, 2013).
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Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Mar. 2, | ||
1 Year | 2010) | |
Vanguard Intermediate-Term Corporate Bond Index Fund Admiral Shares | ||
Return Before Taxes | 7.45% | 6.74% |
Return After Taxes on Distributions | 5.67 | 5.13 |
Return After Taxes on Distributions and Sale of Fund Shares | 4.08 | 4.58 |
Barclays U.S. 5-10 Year Corporate Bond Index | ||
(reflects no deduction for fees, expenses, or taxes) | 7.29% | 6.79% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
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Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Long-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$110 | $132 | $156 | $227 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 64 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 10+ Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 23.8 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
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• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the Admiral Shares (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Corporate Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –3.56%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 9.20% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.82% (quarter ended June 30, 2013).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
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Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Mortgage-Backed Securities Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted mortgage-backed securities index.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 713 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. MBS Float Adjusted Index. This Index covers U.S. agency mortgage-backed pass-through securities issued by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). To be included in the Index, pool aggregates must have at least $250 million currently outstanding and a weighted average maturity of at least 1 year.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 6.5 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment ris k is high for the Fund.
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Extension risk , which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, mortgage-backed securities prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount mortgage-backed securities prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Credit risk, which is the chance that the issuer of a mortgage-backed 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 bond to decline. Credit risk should be very low for the Fund because it invests in securities issued by U.S. government agencies and instrumentalities, including many securities backed by the full faith and credit of the U.S. government.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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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 Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Mortgage-Backed Securities Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.56%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.76% (quarter ended June 30, 2010), and the lowest return for a quarter was –1.92% (quarter ended June 30, 2013).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William D. Baird, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2009.
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has co-managed the Fund since 2013.
35
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Admiral Shares is $10,000. The minimum investment amount required to add to an existing Fund account is generally $1. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them regarding Admiral Shares.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds. They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
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More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Admiral Shares. A separate prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. In addition, each Fund issues an exchange-traded class of shares (ETF Shares), which are also offered through a separate prospectus.
All share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote. However, each Funds policy of investing at least 80% of its assets in bonds that are included in its target index may be changed only upon 60 days notice to shareholders.
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Market Exposure
Each Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
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 ) o f different maturities, each with a face value of $1,000.
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.
39
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 GNMAsas 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 prepay their mortgages at slower rates. This will lengthen the duration or |
average life of mortgage-backed securities, delaying a funds ability to reinvest |
proceeds at higher interest rates. |
Changes in interest rates can affect bond income as well as bond prices .
Each Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.
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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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
Each Fund (other than the Mortgage-Backed Securities Index Fund) is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income.
T he indexes that the Government and Corporate Bond Index Funds seek to track include only a limited number of callable bonds. Thus, call risk for these Funds should be very low.
The Mortgage-Backed Securities Index Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment risk is high for the Fund.
The Mortgage-Backed Securities Index Fund is subject to extension risk, which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
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Each Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or p rincipal 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. Credit quality is evaluated by one |
or more of the nationally recognized statistical rating organizations (for example, |
Moodys Investors Service, Inc., or Standard & Poors) or through independent |
analysis conducted by a funds advisor. The lower the rating, the greater the |
chancein the rating agencys or advisors opinionthat the bond issuer will |
default, or fail to meet its payment obligations. All things being equal, the lower a |
bonds credit rating, the higher its yield should be to compensate investors for |
assuming additional risk. Mortgage-backed securities typically have higher yields |
than comparable-quality corporate or government bonds to make up for their higher |
prepayment risk. Investment-grade bonds are those rated in one of the four highest |
ratings categories. A fund may treat an unrated bond as investment-grade if |
warranted by the advisors analysis. |
The Mortgage-Backed Securities Index Fund has very low credit risk. The three Government Bond Index Funds invest primarily in U.S. Treasury and U.S. agency securities and have high credit quality and very low credit risk. The three Corporate Bond Index Funds are expected to have moderate credit risk as a result of their investments in investment-grade bonds. Investment-grade bonds are those rated BBB/Baa or higher by a credit-rating agency, and therefore investment-grade bonds are a mixture of high- and medium-quality bonds.
To a limited extent, the Corporate Bond Index Funds are also exposed to event risk, which is the chance that corporate fixed income securities held by these Funds may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.
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Plain Talk About Types of Bonds |
Bonds are issued (sold) by many sources: Corporations issue corporate bonds; |
the federal government issues U.S. Treasury bonds; agencies of the federal |
government issue agency bonds; financial institutions issue asset-backed bonds; |
and mortgage holders issue mortgage-backed pass-through certificates. Each |
issuer is responsible for paying back the bonds initial value as well as for making |
periodic interest payments. Many bonds issued by government agencies and |
entities are neither guaranteed nor insured by the U.S. government . |
Security Selection
Index sampling strategy. Because it would be very expensive and inefficient to buy and sell all bonds held in its target indexwhich is an indexing strategy called replicationeach Fund uses index sampling techniques to select securities. Using computer programs, each Funds 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, each Fund keeps sector and subsector exposure within tight boundaries relative to its target index. Because the Funds do not hold all of the securities included in their target indexes, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target indexes. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the portfolio.
Each Fund is subject to index sampling risk, which is the chance that the securities selected for a Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk should be low for each Fund.
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The following table shows the number of bonds held by each Fund, as well as the number of bonds in each Funds target index, as of August 31, 2015 .
Number of Bonds | Number of Bonds in | |
Vanguard Fund | in Fund | Target Index |
Short-Term Government Bond Index | 141 | 437 |
Intermediate-Term Government Bond Index | 171 | 368 |
Long-Term Government Bond Index | 69 | 90 |
Short-Term Corporate Bond Index | 1,882 | 2,032 |
Intermediate-Term Corporate Bond Index | 1,686 | 1,789 |
Long-Term Corporate Bond Index | 1,630 | 1,733 |
Mortgage-Backed Securities Index | 500 1 | 381 |
1 Issues are mortgage pools grouped by coupon. |
Types of bonds. Each Fund seeks to track an index that is a subset of the Barclays U.S. Aggregate Float Adjusted Index (the Aggregate Index). The Aggregate Index measures the total universe of taxable fixed income securities in the United Statesincluding government, corporate, and international dollar-denominated bonds, as well as mortgage-backed securities, all with maturities of more than 1 year. Taken together, the seven Funds cover approximately 97% of the Aggregate Index; the only sectors not covered are asset-backed bonds, bonds issued by foreign governments (unless guaranteed by the U.S. government), taxable state and municipal bonds, and commercial mortgage-backed securities.
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The following grid shows, at a glance, the types of financial instruments that may be purchased by each Fund. An explanation of each type of financial instrument follows the grid.
Mortgage-Backed | |||
Government Bond | Corporate Bond | Securities | |
Index Funds | Index Funds | Index Fund | |
Corporate Debt Obligations | | ||
U.S. Government and Agency Bonds | | | |
Mortgage-Backed Securities | | ||
Mortgage Dollar Rolls | | ||
Cash Equivalent Investments, Including | |||
Repurchase Agreements | | | |
Futures, Options, and Other Derivatives | | | |
International Dollar-Denominated Bonds | | |
Corporate debt obligations usually 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.
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
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Mortgage dollar rolls are transactions in which the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Funds returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Funds portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the Funds investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a Fund to banks or large securities dealers. The Government Bond Index Funds and the Mortgage-Backed Securities Index Fund may invest only in repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, a fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to a fund and order that the securities be used to pay off the sellers debts. The Funds advisor believes that these risks can be controlled through careful security selection and monitoring.
Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.
International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a Fund owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
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Plain Talk About U.S. Government-Sponsored Entities |
A variety of U.S. government-sponsored entities (GSEs), such as the Federal |
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage |
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and |
mortgage-backed securities. Although GSEs may be chartered or sponsored by |
acts of Congress, they are not funded by congressional appropriations. In |
September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to |
manage their daily operations. In addition, the U.S. Treasury entered into |
purchase agreements with FNMA and FHLMC to provide them with capital in |
exchange for senior preferred stock. Generally, their securities are neither issued |
nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit |
of the U.S. government. In most cases, these securities are supported only by |
the credit of the GSE, standing alone. In some cases, a GSEs securities may be |
supported by the ability of the GSE to borrow from the U.S. Treasury or may be |
supported by the U.S. government in some other way. Securities issued by the |
Government National Mortgage Association (GNMA), however, are backed by the |
full faith and credit of the U.S. government. |
Other Investment Policies and Risks
Under normal circumstances, each Fund will invest at least 80% of its assets in bonds held in its target index. Up to 20% of each Funds 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 indexes. Subject to the same 20% limit, each Fund 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.
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes.
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Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Each Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor:
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.
The Funds derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
Plain Talk About Derivatives |
Derivatives can take many forms. Some forms of derivativessuch as exchange- |
traded futures and options on securities, commodities, or indexeshave been |
trading on regulated exchanges for decades. These types of derivatives are |
standardized contracts that can easily be bought and sold and whose market |
values are determined and published daily. Non-exchange-traded derivatives (such |
as certain swap agreements), on the other hand, tend to be more specialized or |
complex and may be harder to value. |
Each Fund may invest a small portion of its assets in U.S. Treasury futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These U.S. Treasury futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. A Fund may purchase ETFs when doing so will reduce the Funds transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
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Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Purchase and Transaction Fees
Vanguard Intermediate-Term and Long-Term Corporate Bond Index Funds charge fees of 0.25% and 1.00%, respectively, on all purchases of shares, including shares that you purchase by exchange from another Vanguard fund. In addition, the Short-Term and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
Purchases that result from reinvested dividend or capital gains distributions are not subject to these purchase and transaction fees. Unlike a sales charge or load paid to a broker or a fund management company, purchase and transaction fees are paid directly to the Fund to offset the costs of buying securities.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is
49
shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
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Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. The Financial Highlights section of this prospectus shows historical turnover rates for the Funds. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds. The average turnover rate for bond funds was approximately 113% , as reported by Morningstar, Inc., on August 31, 2015 .
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that dealer |
markups and other transaction costs will have on its return. Also, funds with high |
turnover rates may be more likely to generate capital gains, including short-term |
capital gains, that must be distributed to shareholders as taxable income. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
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Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at cost basis. with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015 , the advisory expenses represented an effective annual rate of less than 0.01% of each Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31.
The managers primarily responsible for the day-to-day management of the Funds are:
William D. Baird , Portfolio Manager at Vanguard. He has worked in investment management since 1988, has managed investment portfolios since 1993, has been with Vanguard since 2008, and has co-managed the Mortgage-Backed Securities Index Fund since its inception in 2009. Education: B.A., Rutgers University; M.B.A., Stern School of Business at New York University.
52
Joshua C. Barrickman , CFA, Principal of Vanguard and co-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 managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since their inceptions in 2009 (co-managed since 2013); and has managed the Short-Term Government, Intermediate-Term Government, and Long-Term Government Bond Index Funds and co-managed the Mortgage-Backed Securities Index Fund since 2013. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
Christopher E. Wrazen , CFP, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, has managed investment portfolios since 2015, and has co-managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since July 2015. Education: B.S., West Chester University; M.B.A., Drexel Universitys LeBow College of Business.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Funds income dividends generally are declared and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from |
interest as well as capital gains from the funds sale of investments. Income |
consists of interest the fund earns from its money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
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Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your distributions. In addition, investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
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General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Provide us with your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States . Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
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When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Short-Term Government Bond Index Funds Admiral |
Shares as an example. The Admiral Shares began fiscal year 2015 with a net |
asset value (share price) of $ 20.33 per share. During the year, each Admiral Share |
earned $ 0.116 from investment income (interest) and $ 0.031 from investments |
that had appreciated in value or that were sold for higher prices than the Fund |
paid for them. |
Shareholders received $ 0.127 per share in the form of dividend and capital gains |
distributions. A portion of each years distributions may come from the prior |
years income or capital gains. |
The share price at the end of the year was $ 20.35 , reflecting earnings of $ 0.147 |
per share and distributions of $ 0.127 per share. This was an increase of $ 0.02 per |
share (from $ 20.33 at the beginning of the year to $ 20.35 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.72 % for the year. |
As of August 31, 2015 , the Admiral Shares had approximately $ 221 million in net |
assets. For the year, the expense ratio was 0.10 % ($ 1.00 per $1,000 of net |
assets), and the net investment income amounted to 0.59 % of average net |
assets. The Fund sold and replaced securities valued at 64% of its net assets. |
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Short-Term Government Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $20.33 | $20.27 | $20.35 | $20.39 | $20.25 |
Investment Operations | |||||
Net Investment Income | .116 | .068 | .053 | .089 | .134 |
Net Realized and Unrealized Gain (Loss) on Investments | .031 | .074 | (.048) | (.007) | .149 |
Total from Investment Operations | .147 | .142 | .005 | .082 | .283 |
Distributions | |||||
Dividends from Net Investment Income | (.116) | (.066) | (.053) | (.087) | (.135) |
Distributions from Realized Capital Gains | (.011) | (.016) | (.032) | (.035) | (.008) |
Total Distributions | (.127) | (.082) | (.085) | (.122) | (.143) |
Net Asset Value, End of Period | $20.35 | $20.33 | $20.27 | $20.35 | $20.39 |
Total Return 1 | 0.72% | 0.70% | 0.02% | 0.40% | 1.40% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $221 | $126 | $53 | $37 | $11 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 0.59% | 0.34% | 0.26% | 0.44% | 0.66% |
Portfolio Turnover Rate 2 | 64% | 64% | 73% | 72% | 69% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction or account service fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction or account service fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Long-Term Government Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $24.81 | $22.32 | $26.48 | $22.91 | $22.75 |
Investment Operations | |||||
Net Investment Income | .698 | .711 | .693 | .746 | .780 |
Net Realized and Unrealized Gain (Loss) on Investments | .399 | 2.491 | (4.112) | 3.567 | .182 |
Total from Investment Operations | 1.097 | 3.202 | (3.419) | 4.313 | .962 |
Distributions | |||||
Dividends from Net Investment Income | (.697) | (.712) | (.693) | (.743) | (.781) |
Distributions from Realized Capital Gains | — | — | (.048) | — | (.021) |
Total Distributions | (.697) | (.712) | (.741) | (.743) | (.802) |
Net Asset Value, End of Period | $25.21 | $24.81 | $22.32 | $26.48 | $22.91 |
Total Return 1 | 4.40% 14.63% | –13.13% | 19.05% | 4.66% | |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $130 | $44 | $6 | $5 | $1 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 2.76% | 3.17% | 2.80% | 2.99% | 3.68% |
Portfolio Turnover Rate 2 | 24% | 23% | 54% | 46% | 40% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction or account service fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Inception.
2 Total returns do not include transaction or account service fees that may have applied in the periods shown.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Intermediate-Term Corporate Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $23.40 | $22.20 | $23.40 | $21.98 | $21.76 |
Investment Operations | |||||
Net Investment Income | .745 | .736 | .732 | .800 | .876 |
Net Realized and Unrealized Gain (Loss) on | |||||
Investments 1 | (.654) | 1.355 | (1.085) | 1.437 | .312 |
Total from Investment Operations | .091 | 2.091 | (.353) | 2.237 | 1.188 |
Distributions | |||||
Dividends from Net Investment Income | (.746) | (.734) | (.731) | (.800) | (.875) |
Distributions from Realized Capital Gains | (.035) | (.157) | (.116) | (.017) | (.093) |
Total Distributions | (.781) | (.891) | (.847) | (.817) | (.968) |
Net Asset Value, End of Period | $22.71 | $23.40 | $22.20 | $23.40 | $21.98 |
Total Return 2 | 0.37% | 9.60% | –1.62% | 10.41% | 5.65% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $423 | $239 | $55 | $51 | $7 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 3.25% | 3.25% | 3.16% | 3.62% | 4.15% |
Portfolio Turnover Rate 3 | 56% | 65% | 73% | 69% | 80% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Includes increases from purchase fees of $0.00 , $0.01, $0.00, $0.01, and $0.02 .
2 Total returns do not include transaction or account service fees that may have applied in the periods shown.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Long-Term Corporate Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $24.71 | $22.04 | $24.74 | $21.69 | $22.00 |
Investment Operations | |||||
Net Investment Income | 1.048 | 1.066 | 1.078 | 1.068 | 1.100 |
Net Realized and Unrealized Gain (Loss) on | |||||
Investments 1 | (1.911) | 2.669 | (2.640) | 3.051 | (.246) |
Total from Investment Operations | (.863) | 3.735 | (1.562) | 4.119 | .854 |
Distributions | |||||
Dividends from Net Investment Income | (1.047) | (1.065) | (1.078) | (1.069) | (1.100) |
Distributions from Realized Capital Gains | — | — | (.060) | — | (.064) |
Total Distributions | (1.047) | (1.065) | (1.138) | (1.069) | (1.164) |
Net Asset Value, End of Period | $22.80 | $24.71 | $22.04 | $24.74 | $21.69 |
Total Return 2 | -3.66% | 17.37% | –6.57% | 19.43% | 4.21% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $67 | $44 | $18 | $15 | $9 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 4.37% | 4.63% | 4.47% | 4.73% | 5.36% |
Portfolio Turnover Rate 3 | 64% | 54% | 57% | 71% | 110% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Includes increases from purchase fees of $0.02 , $0.01, $0.01, $0.01, and $0.04 .
2 Total returns do not include transaction or account service fees that may have applied in the periods shown.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction or account service fees that may have applied in the periods shown.
2 Includes 331% , 294%, 371%, 231%, and 187% attributable to mortgage-dollar-roll activity.
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms , and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See
Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Admiral Shares
To open and maintain an account. $10,000. Institutional, financial intermediary, and Vanguard retail managed clients should contact Vanguard for information on special eligibility rules that may apply to them.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
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By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for Funds in this prospectus), see Additional Information .
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares .
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
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For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order .
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard .
Purchase and Transaction Fees
Vanguard Intermediate-Term and Long-Term Corporate Bond Index Funds charge fees of 0.25% and 1.00%, respectively, on all purchases of shares, including shares that you purchase by exchange from another Vanguard fund. In addition, the Short-Term and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt
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efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
Purchases that result from reinvested dividend or capital gains distributions are not subject to these purchase and transaction fees. Unlike a sales charge or load paid to a broker or a fund management company, purchase and transaction fees are paid directly to the Fund to offset the costs of buying securities.
Other Purchase Rules You Should Know
Admiral Shares. Admiral Shares generally are not available for SIMPLE IRAs, Vanguard Individual 401(k) Plans, and Vanguard retail-serviced Individual 403(b)(7) Custodial Accounts.
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money orders. In addition, Vanguard may refuse starter checks and checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
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Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAV s of the two share classes.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares) received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know .
Conversions to Institutional Shares
You are eligible for a self-directed conversion from Admiral Shares to Institutional Shares of the same Fund, provided that your account meets all Institutional Shares eligibility requirements. You may request a conversion through our website (if you are registered for online access), or you may contact Vanguard by telephone or by mail to request this transaction. Accounts that qualify for Institutional Shares will not be automatically converted.
Conversions to ETF Shares
Owners of conventional shares (i.e., not exchange-traded shares) issued by a Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary
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market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
ETF Shares must be held in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm.
Vanguard Brokerage does not impose a fee on conversions from conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege. For additional information on converting conventional shares to ETF Shares, please contact Vanguard to obtain a prospectus for ETF Shares. See Contacting Vanguard .
Mandatory Conversions to Admiral Shares
If an account no longer meets the balance requirements for Institutional Shares, Vanguard may automatically convert the shares in the account to Admiral Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs. Please note that mandatory conversions do not apply to ETF Shares.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations , and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard .
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard .
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular
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schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares .
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check , exchange , or wire : If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on
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a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan : Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order .
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that
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the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares .
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If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online ® .
Discretionary transactions through Vanguard Asset Management Services , Vanguard Personal Advisor Services ® , and Vanguard Institutional Advisory Services ® .
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account.
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(Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30 -day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
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Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard .
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com , you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
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Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account ® . To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as
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previously described in Purchasing Shares , Converting Shares , Redeeming Shares, and
Exchanging Shares . Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent - Trading Limitations Accounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
78
Account Service Fee
Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services ® account.
Accounts held through intermediaries.
Accounts held by institutional clients.
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services ® , $500,000 for Vanguard Voyager Select Services ® , $1 million for Vanguard Flagship Services ® , and $10 million for Vanguard Flagship Select Services . Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs ® , certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
Participant accounts in employer-sponsored defined contribution plans.* Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs,
certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
79
Low-Balance Accounts
Each Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a 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 deemed to be in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any
80
transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, we are required to provide annual tax forms to assist you in preparing your income tax returns. We will send (or provide through our website, whichever you prefer) tax forms for each calendar year early in the following year. Registered users of vanguard.com can also view these forms through our website. Vanguard may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard .
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Sector Bond Index Funds twice a year, in April and October. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Financial statements with listings of Fund holdings.
Portfolio Holdings
Please con sult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
81
Contacting Vanguard | |
Web | |
Vanguard.com | For the most complete source of Vanguard news |
For fund, account, and service information | |
For most account transactions | |
For literature requests | |
24 hours a day, 7 days a week | |
Phone | |
Vanguard Tele-Account ® 800-662-6273 | For automated fund and account information |
Toll-free, 24 hours a day, 7 days a week | |
Investor Information 800-662-7447 | For fund and service information |
(Text telephone for people with hearing | For literature requests |
impairment at 800-749-7273) | |
Client Services 800-662-2739 | For account information |
(Text telephone for people with hearing | For most account transactio ns |
impairment at 800-749-7273) | |
Institutional Division | For information and services for large institutional investo rs |
888-809-8102 | |
Financial Advisor and Intermediary | For information and services for financial intermediaries |
Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
and insurance compan ies | |
Financial Advisory and Intermediary | For account information and trading support for financial |
Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
trust institutions, and insurance compan ies |
82
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) | The Vanguard Group | ||||
P.O. Box 1110 | |||||
Valley Forge, PA 19482-1110 | |||||
Regular Mail (Institutions and Intermediaries) | The Vanguard Group | ||||
P.O. Box 2900 | |||||
Valley Forge, PA 19482-2900 | |||||
Registered, Express, or Overnight Mail | The Vanguard Group | ||||
455 Devon Park Drive | |||||
Wayne, PA 19087-1815 | |||||
Additional Information | |||||
Inception | Suitable | Newspaper | Vanguard | CUSIP | |
Date | for IRAs | Abbreviation Fund Number | Number | ||
Short-Term Government Bond | |||||
Index Fund | |||||
Admiral Shares | 12/28/2009 | Yes | STGovlxAdm | 1942 92206C300 | |
Intermediate-Term Government | |||||
Bond Index Fund | |||||
Admiral Shares | 8/4/2010 | Yes | ITGovlxAdm | 1943 92206C888 | |
Long-Term Government Bond | |||||
Index Fund | |||||
Admiral Shares | 3/1/2010 | Yes | LTGovlxAdm | 1944 92206C821 | |
Short-Term Corporate Bond | |||||
Index Fund | |||||
Admiral Shares | 11/18/2010 | Yes | STCorplxAdm | 1945 92206C607 | |
Intermediate-Term Corporate | |||||
Bond Index Fund | |||||
Admiral Shares | 3/2/2010 | Yes | ITCorplxAdm | 1946 92206C854 | |
Long-Term Corporate Bond | |||||
Index Fund | |||||
Admiral Shares | 1/19/2010 | Yes | LTCorplxAdm | 1947 92206C789 | |
Mortgage-Backed Securities | |||||
Index Fund | |||||
Admiral Shares | 12/3/2009 | Yes MrgBkdlxAdm | 1948 92206C755 |
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CFA ® is a registered trademark owned by CFA Institute.
Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
Vanguard Sector Bond Index Funds are not sponsored, endorsed, issued, sold or promoted by Barclays Capital Inc. or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Sector Bond Index Funds or any member of the public regarding the advisability of investing in securities generally or in Vanguard Sector Bond Index Funds particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Sector Bond Index Funds with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Sector Bond Index Funds is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Sector Bond Index Funds or any owners or purchasers of the Vanguard Sector Bond Index Funds. Barclays has no obligation to take the needs of Vanguard, Vanguard Sector Bond Index Funds or the owners of Vanguard Sector Bond Index Funds into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Sector Bond Index Funds to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Sector Bond Index Funds.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD SECTOR BOND INDEX FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BARCLAYS INDICES , AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
© 2015 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2015 , Barclays. All rights reserved.
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Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money you lend it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Corporate Bond. An IOU issued by a business that wants to borrow money. As with other types of bonds, the issuer promises to repay the borrowed money by a specific date and generally to make interest payments in the meantime.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
85
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.
Government Bond. An IOU issued by the U.S. government or a government agency in exchange for the money you lend it. The issuer promises to repay the borrowed money by a specific date and generally to make regular interest payments until that date.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a funds advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
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.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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P.O. Box 2600
Valley Forge, PA 19482-2600
Connect with Vanguard ® > vanguard.com
For More Information
If you would like more information about Vanguard Sector Bond Index Funds, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during their last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Funds and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Funds or other Vanguard funds, please visit vanguard.com or contact us as follows:
The Vanguard Group
Investor Information Department P.O. Box 2600 Valley Forge, PA 19482-2600 Telephone: 800-662-7447
Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department Telephone: 800-662-2739
Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Funds (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Funds are also available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-07803
© 2015 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
P 1942 122015
Vanguard Sector Bond ETFs |
Prospectus |
December 22, 2015 |
Exchange-traded fund shares that are not individually redeemable and are |
listed on Nasdaq |
Vanguard Short-Term Government Bond Index Fund ETF Shares (VGSH) |
Vanguard Intermediate-Term Government Bond Index Fund ETF Shares (VGIT) |
Vanguard Long-Term Government Bond Index Fund ETF Shares (VGLT) |
Vanguard Short-Term Corporate Bond Index Fund ETF Shares (VCSH) |
Vanguard Intermediate-Term Corporate Bond Index Fund ETF Shares (VCIT) |
Vanguard Long-Term Corporate Bond Index Fund ETF Shares (VCLT) |
Vanguard Mortgage-Backed Securities Index Fund ETF Shares (VMBS) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
Contents | |||
Vanguard ETF Summaries | Investing in Index Funds | 46 | |
Short-Term Government Bond ETF | 1 | More on the Funds and ETF Shares | 47 |
Intermediate-Term Government Bond ETF | 7 | The Funds and Vanguard | 62 |
Long-Term Government Bond ETF | 13 | Investment Advisor | 63 |
Short-Term Corporate Bond ETF | 19 | Dividends, Capital Gains, and Taxes | 64 |
Intermediate-Term Corporate Bond ETF | 25 | Share Price and Market Price | 66 |
Long-Term Corporate Bond ETF | 31 | Additional Information | 67 |
Mortgage-Backed Securities ETF | 37 | Financial Highlights | 68 |
Investing in Vanguard ETF Shares | 44 | Glossary of Investment Terms | 77 |
Vanguard Short-Term Government Bond ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
1
Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 64% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 1–3 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected securities) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, all with maturities between 1 and 3 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 1.9 years as of August 31, 2015 .
2
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
3
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Government Bond Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.96%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.14% (quarter ended June 30, 2010), and the lowest return for a quarter was –0.18% (quarter ended December 31, 2010).
4
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
5
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 50,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
6
Vanguard Intermediate-Term Government Bond ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
7
Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 35 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 3–10 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities between 3 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 5.6 years as of August 31, 2015 .
8
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
9
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Government Bond Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 2.86%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.55% (quarter ended September 30, 2011), and the lowest return for a quarter was –2.72% (quarter ended December 31, 2010).
10
Average Annual Total Returns for Periods Ended December 31, 2014 | |||
Since | |||
Inception | |||
(Nov. 19, | |||
1 Year | 5 Years | 2009) | |
Vanguard Intermediate-Term Government Bond Index Fund ETF Shares | |||
Based on NAV | |||
Return Before Taxes | 4.23% | 4.07% | 3.62% |
Return After Taxes on Distributions | 3.53 | 3.27 | 2.82 |
Return After Taxes on Distributions and Sale of Fund Shares | 2.39 | 2.87 | 2.51 |
Based on Market Price | |||
Return Before Taxes | 4.58 | 4.13 | 3.68 |
Barclays U.S. 3-10 Year Government Float Adjusted Index | |||
(reflects no deduction for fees, expenses, or taxes) | 4.29% | 4.21% | 3.73% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
11
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 50,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
12
Vanguard Long-Term Government Bond ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
13
Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 24 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. Long Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 24.7 years as of August 31, 2015 .
14
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
15
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Government Bond Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.20%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 24.35% (quarter ended September 30, 2011), and the lowest return for a quarter was –7.88% (quarter ended December 31, 2010).
16
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
17
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 50,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
18
Vanguard Short-Term Corporate Bond ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
19
Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 62 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 1–5 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 1 and 5 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 3.0 years as of August 31, 2015 .
20
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
21
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Corporate Bond Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.58%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.82% (quarter ended September 30, 2010), and the lowest return for a quarter was –1.14% (quarter ended June 30, 2013).
22
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
23
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 100,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
24
Vanguard Intermediate-Term Corporate Bond ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
25
Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 56 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 5–10 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 5 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 7.3 years as of August 31, 2015 .
26
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds 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 Fund because it invests primarily in intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
27
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Corporate Bond Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.36%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.56% (quarter ended September 30, 2010), and the lowest return for a quarter was –4.04% (quarter ended June 30, 2013).
28
Average Annual Total Returns for Periods Ended December 31, 2014 | |||
Since | |||
Inception | |||
(Nov. 19, | |||
1 Year | 5 Years | 2009) | |
Vanguard Intermediate-Term Corporate Bond Index Fund ETF Shares | |||
Based on NAV | |||
Return Before Taxes | 7.47% | 7.02% | 6.82% |
Return After Taxes on Distributions | 5.94 | 5.47 | 5.27 |
Return After Taxes on Distributions and Sale of Fund Shares | 4.24 | 4.85 | 4.69 |
Based on Market Price | |||
Return Before Taxes | 7.72 | 6.93 | 6.88 |
Barclays U.S. 5-10 Year Corporate Bond Index | |||
(reflects no deduction for fees, expenses, or taxes) | 7.29% | 7.10% | 6.92% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
29
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 100,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
30
Vanguard Long-Term Corporate Bond ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
31
Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 64 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 10+ Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Fund’s investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Fund’s assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 23.8 years as of August 31, 2015 .
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Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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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 Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Corporate Bond Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –3.59%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 9.17% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.80% (quarter ended June 30, 2013).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
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Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 100,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Mortgage-Backed Securities ETF
Investment Objective
The Fund seeks to track the performance of a market-weighted mortgage-backed securities index.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
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Example
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 713 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. MBS Float Adjusted Index. This Index covers U.S. agency mortgage-backed pass-through securities issued by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). To be included in the Index, pool aggregates must have at least $250 million currently outstanding and a weighted average maturity of at least 1 year.
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The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 6.5 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment ris k is high for the Fund.
Extension risk , which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, mortgage-backed securities prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount mortgage-backed securities prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Credit risk, which is the chance that the issuer of a mortgage-backed 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 bond to decline. Credit risk should be very low for the Fund because it invests in securities issued by U.S. government agencies and instrumentalities, including many securities backed by the full faith and credit of the U.S. government.
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Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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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 Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Mortgage-Backed Securities Index Fund ETF Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.54%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.73% (quarter ended June 30, 2010), and the lowest return for a quarter was –1.90% (quarter ended June 30, 2013).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William D. Baird, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2009.
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has co-managed the Fund since 2013.
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Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for cash. For this Fund, the number of ETF Shares in a Creation Unit is 25,000 .
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Investing in Vanguard ETF ® Shares
What Are Vanguard ETF Shares?
Vanguard ETF Shares are an exchange-traded class of shares issued by certain Vanguard mutual funds. ETF Shares represent an interest in the portfolio of stocks or bonds held by the issuing fund. The following ETF Shares are offered through this prospectus:
Vanguard Fund | Vanguard ETF Shares |
Short-Term Government Bond Index Fund | Short-Term Government Bond ETF |
Intermediate-Term Government Bond Index Fund | Intermediate-Term Government Bond ETF |
Long-Term Government Bond Index Fund | Long-Term Government Bond ETF |
Short-Term Corporate Bond Index Fund | Short-Term Corporate Bond ETF |
Intermediate-Term Corporate Bond Index Fund | Intermediate-Term Corporate Bond ETF |
Long-Term Corporate Bond Index Fund | Long-Term Corporate Bond ETF |
Mortgage-Backed Securities Index Fund | Mortgage-Backed Securities ETF |
In addition to ETF Shares, each Fund offers two conventional (not exchange-traded) classes of shares. This prospectus, however, relates only to ETF Shares.
How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares?
Conventional mutual fund shares can be directly purchased from and redeemed with the issuing fund for cash at the net asset value (NAV), typically calculated once a day. ETF Shares, by contrast, cannot be purchased directly from or redeemed directly with the issuing fund by an individual investor. Rather, ETF Shares can only be purchased or redeemed by or through certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, usually in exchange for baskets of securities and not for cash (although some funds issue and redeem Creation Units in exchange for cash or a combination of cash and securities).
An organized secondary trading market is expected to exist for ETF Shares, unlike conventional mutual fund shares, because ETF Shares are listed for trading on a national securities exchange. Investors can purchase and sell ETF Shares on the secondary market through a broker. Secondary-market transactions occur not at NAV, but at market prices that change throughout the day based on the supply of and demand for ETF Shares and on changes in the prices of the funds portfolio holdings.
The market price of a funds ETF Shares typically will differ somewhat from the NAV of those shares. The difference between market price and NAV is expected to be small most of the time, but in times of market disruption or extreme market volatility, the difference may become significant.
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How Do I Buy and Sell Vanguard ETF Shares?
ETF Shares of the Funds are listed for trading on Nasdaq. You can buy and sell ETF Shares on the secondary market in the same way you buy and sell any other exchange-traded securitythrough a broker. Your broker may charge a commission to execute a transaction. You will also incur the cost of the bid-ask spread, which is the difference between the price a dealer will pay for a security and the somewhat higher price at which the dealer will sell the same security. Because secondary-market transactions occur at market prices, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares and receive more or less than NAV when you sell those shares. In times of severe market disruption, the bid-ask spread and premiums/ discounts can increase significantly. Unless imposed by your broker, there is no minimum dollar amount you must invest and no minimum number of ETF Shares you must buy.
Your ownership of ETF Shares will be shown on the records of the broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for ensuring that you receive income and capital gains distributions, as well as shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.
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Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds. They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
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More on the Funds and ETF Shares
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds ETF Shares, an exchange-traded class of shares. A separate prospectus offers the Funds Admiral Shares, which generally have an investment minimum of $10,000. Another prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million.
All share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
A Note to Investors
Vanguard ETF Shares can be purchased directly from the issuing Fund only by or through authorized broker-dealers in exchange for a basket of securities (or, in some cases, for cash or a combination of cash and securities) that is expected to be worth several million dollars. Most individual investors, therefore, will not be able to purchase ETF Shares directly from the Fund. Instead, these investors will purchase ETF Shares on the secondary market with the assistance of a broker.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
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The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vot e. However, each Funds policy of investing at least 80% of its assets in bonds that are included in its target index may be changed only upon 60 days notice to shareholders.
Market Exposure
Each Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
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 ) o f different maturities, each with a face value of $1,000.
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.
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Plain Talk About Bonds and Interest Rates |
As a rule, when interest rates rise, bond prices fall. The opposite is also true: |
Bond prices go up when interest rates fall. Why do bond prices and interest rates |
move in opposite directions? Lets assume that you hold a bond offering a 4% |
yield. A year later, interest rates are on the rise and bonds of comparable quality |
and maturity are offered with a 5% yield. With higher-yielding bonds available, |
you would have trouble selling your 4% bond for the price you paidyou would |
probably have to lower your asking price. On the other hand, if interest rates were |
falling and 3% bonds were being offered, you should be able to sell your 4% |
bond for more than you paid. |
How mortgage-backed securities are different: In general, declining interest rates |
will not lift the prices of mortgage-backed securitiessuch as GNMAsas 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 prepay their mortgages at slower rates. This will lengthen the duration or |
average life of mortgage-backed securities, delaying a funds ability to reinvest |
proceeds at higher interest rates. |
Changes in interest rates can affect bond income as well as bond prices .
Each Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.
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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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
Each Fund (other than the Mortgage-Backed Securities Index Fund) is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income.
T he indexes that the Government and Corporate Bond Index Funds seek to track include only a limited number of callable bonds. Thus, call risk for these Funds should be very low.
The Mortgage-Backed Securities Index Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment risk is high for the Fund.
The Mortgage-Backed Securities Index Fund is subject to extension risk, which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
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Each Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or p rincipal 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. Credit quality is evaluated by one |
or more of the nationally recognized statistical rating organizations (for example, |
Moodys Investors Service, Inc., or Standard & Poors) or through independent |
analysis conducted by a funds advisor. The lower the rating, the greater the |
chancein the rating agencys or advisors opinionthat the bond issuer will |
default, or fail to meet its payment obligations. All things being equal, the lower a |
bonds credit rating, the higher its yield should be to compensate investors for |
assuming additional risk. Mortgage-backed securities typically have higher yields |
than comparable-quality corporate or government bonds to make up for their higher |
prepayment risk. Investment-grade bonds are those rated in one of the four highest |
ratings categories. A fund may treat an unrated bond as investment-grade if |
warranted by the advisors analysis. |
The Mortgage-Backed Securities Index Fund has very low credit risk. The three Government Bond Index Funds invest primarily in U.S. Treasury and U.S. agency securities and have high credit quality and very low credit risk. The three Corporate Bond Index Funds are expected to have moderate credit risk as a result of their investments in investment-grade bonds. Investment-grade bonds are those rated BBB/Baa or higher by a credit-rating agency, and therefore investment-grade bonds are a mixture of high- and medium-quality bonds.
To a limited extent, the Corporate Bond Index Funds are also exposed to event risk, which is the chance that corporate fixed income securities held by these Funds may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.
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Plain Talk About Types of Bonds |
Bonds are issued (sold) by many sources: Corporations issue corporate bonds; |
the federal government issues U.S. Treasury bonds; agencies of the federal |
government issue agency bonds; financial institutions issue asset-backed bonds; |
and mortgage holders issue mortgage-backed pass-through certificates. Each |
issuer is responsible for paying back the bonds initial value as well as for making |
periodic interest payments. Many bonds issued by government agencies and |
entities are neither guaranteed nor insured by the U.S. government . |
Security Selection
Index sampling strategy. Because it would be very expensive and inefficient to buy and sell all bonds held in its target indexwhich is an indexing strategy called replicationeach Fund uses index sampling techniques to select securities. Using computer programs, each Funds 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, each Fund keeps sector and subsector exposure within tight boundaries relative to its target index. Because the Funds do not hold all of the securities included in their target indexes, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target indexes. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the portfolio.
Each Fund is subject to index sampling risk, which is the chance that the securities selected for a Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk should be low for each Fund.
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The following table shows the number of bonds held by each Fund, as well as the number of bonds in each Funds target index, as of August 31, 2015 .
Number of Bonds | Number of Bonds in | |
Vanguard Fund | in Fund | Target Index |
Short-Term Government Bond Index | 141 | 437 |
Intermediate-Term Government Bond Index | 171 | 368 |
Long-Term Government Bond Index | 69 | 90 |
Short-Term Corporate Bond Index | 1,882 | 2,032 |
Intermediate-Term Corporate Bond Index | 1,686 | 1,789 |
Long-Term Corporate Bond Index | 1,630 | 1,733 |
Mortgage-Backed Securities Index | 500 1 | 381 |
1 Issues are mortgage pools grouped by coupon. |
Types of bonds. Each Fund seeks to track an index that is a subset of the Barclays U.S. Aggregate Float Adjusted Index (the Aggregate Index). The Aggregate Index measures the total universe of taxable fixed income securities in the United Statesincluding government, corporate, and international dollar-denominated bonds, as well as mortgage-backed securities, all with maturities of more than 1 year. Taken together, the seven Funds cover approximately 97% of the Aggregate Index; the only sectors not covered are asset-backed bonds, bonds issued by foreign governments (unless guaranteed by the U.S. government), taxable state and municipal bonds, and commercial mortgage-backed securities.
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The following grid shows, at a glance, the types of financial instruments that may be purchased by each Fund. An explanation of each type of financial instrument follows the grid.
Mortgage-Backed | |||
Government Bond | Corporate Bond | Securities | |
Index Funds | Index Funds | Index Fund | |
Corporate Debt Obligations | | ||
U.S. Government and Agency Bonds | | | |
Mortgage-Backed Securities | | ||
Mortgage Dollar Rolls | | ||
Cash Equivalent Investments, Including | |||
Repurchase Agreements | | | |
Futures, Options, and Other Derivatives | | | |
International Dollar-Denominated Bonds | | |
Corporate debt obligations usually 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.
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
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Mortgage dollar rolls are transactions in which the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Funds returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Funds portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the Funds investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a Fund to banks or large securities dealers. The Government Bond Index Funds and the Mortgage-Backed Securities Index Fund may invest only in repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, a fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to a fund and order that the securities be used to pay off the sellers debts. The Funds advisor believes that these risks can be controlled through careful security selection and monitoring.
Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.
International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a Fund owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
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Plain Talk About U.S. Government-Sponsored Entities |
A variety of U.S. government-sponsored entities (GSEs), such as the Federal |
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage |
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and |
mortgage-backed securities. Although GSEs may be chartered or sponsored by |
acts of Congress, they are not funded by congressional appropriations. In |
September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to |
manage their daily operations. In addition, the U.S. Treasury entered into |
purchase agreements with FNMA and FHLMC to provide them with capital in |
exchange for senior preferred stock. Generally, their securities are neither issued |
nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit |
of the U.S. government. In most cases, these securities are supported only by |
the credit of the GSE, standing alone. In some cases, a GSEs securities may be |
supported by the ability of the GSE to borrow from the U.S. Treasury or may be |
supported by the U.S. government in some other way. Securities issued by the |
Government National Mortgage Association (GNMA), however, are backed by the |
full faith and credit of the U.S. government. |
Other Investment Policies and Risks
Under normal circumstances, each Fund will invest at least 80% of its assets in bonds held in its target index. Up to 20% of each Funds 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 indexes. Subject to the same 20% limit, each Fund 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.
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes.
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Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Each Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the Fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor:
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.
The Funds derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
Plain Talk About Derivatives |
Derivatives can take many forms. Some forms of derivativessuch as exchange- |
traded futures and options on securities, commodities, or indexeshave been |
trading on regulated exchanges for decades. These types of derivatives are |
standardized contracts that can easily be bought and sold and whose market |
values are determined and published daily. Non-exchange-traded derivatives (such |
as certain swap agreements), on the other hand, tend to be more specialized or |
complex and may be harder to value. |
Each Fund may invest a small portion of its assets in U.S. Treasury futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These U.S. Treasury futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. A Fund may purchase ETFs when doing so will reduce the Funds transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
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Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Special Risks of Exchange-Traded Shares
ETF Shares are not individually redeemable. They can be redeemed with the issuing Fund at NAV only by or through authorized broker-dealers and only in large blocks known as Creation Units, which would cost millions of dollars to assemble. Consequently, if you want to liquidate some or all of your ETF Shares, you must sell them on the secondary market at prevailing market prices.
The market price of ETF Shares may differ from NAV. Although it is expected that the market price of an ETF Share typically will approximate its NAV, there may be times when the market price and the NAV differ significantly. Thus, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares. These discounts and premiums are likely to be greatest during times of market disruption or extreme market volatility.
Vanguards website at vanguard.com shows the previous days closing NAV and closing market price for each Funds ETF Shares. The website also discloses, in the Premium/Discount Analysis section of the ETF Shares Price & Performance page, how frequently each Funds ETF Shares traded at a premium or discount to NAV (based on closing NAVs and market prices) and the magnitudes of such premiums and discounts.
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An active trading market may not exist. Although Vanguard ETF Shares are listed on a national securities exchange, it is possible that an active trading market may not be maintained. Although this could happen at any time, it is more likely to occur during times of severe market disruption. If you attempt to sell your ETF Shares when an active trading market is not functioning, you may have to sell at a significant discount to NAV. In extreme cases, you may not be able to sell your shares at all.
Trading may be halted . Trading of Vanguard ETF Shares on an exchange may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of ETF Shares may also be halted if (1) the shares are delisted from the listing exchange without first being listed on another exchange or (2) exchange officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors .
Conversion Privilege
Owners of conventional shares issued by a Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
You must hold ETF Shares in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm. To initiate a conversion of conventional shares to ETF Shares, please contact your broker.
Vanguard Brokerage does not impose a fee on conversions from Vanguard conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege.
Converting conventional shares to ETF Shares is generally accomplished as follows. First, after your broker notifies Vanguard of your request to convert, Vanguard will transfer your conventional shares from your account to the brokers omnibus account with Vanguard (an account maintained by the broker on behalf of all its customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguards records will reflect your broker, not you, as the owner of the shares. Next,
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your broker will instruct Vanguard to convert the appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value, based on the respective NAVs of the two share classes.
Your Funds transfer agent will reflect ownership of all ETF Shares in the name of the Depository Trust Company (DTC). The DTC will keep track of which ETF Shares belong to your broker, and your broker, in turn, will keep track of which ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if you owned 300.250 conventional shares, and this was equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF Shares. Conventional shares with a value equal to 0.750 ETF Shares (in this example, that would be 2.481 conventional shares) would remain in the brokers omnibus account with Vanguard. Your broker then could either (1) credit your account with 0.750 ETF Shares or (2) redeem the 2.481 conventional shares for cash at NAV and deliver that cash to your account. If your broker chose to redeem your conventional shares, you would realize a gain or loss on the redemption that must be reported on your tax return (unless you hold the shares in an IRA or other tax-deferred account). Please consult your broker for information on how it will handle the conversion process, including whether it will impose a fee to process a conversion.
If you convert your conventional shares to ETF Shares through Vanguard Brokerage, all conventional shares for which you request conversion will be converted to ETF Shares of equivalent value. Because no fractional shares will have to be sold, the transaction will not be taxable.
Here are some important points to keep in mind when converting conventional shares of a Vanguard fund to ETF Shares:
The conversion process can take anywhere from several days to several weeks, depending on your broker. Vanguard generally will process conversion requests either on the day they are received or on the next business day. Vanguard imposes conversion blackout windows around the dates when a fund with ETF Shares declares dividends. This is necessary to prevent a shareholder from collecting a dividend from both the conventional share class currently held and also from the ETF share class to which the shares will be converted.
Until the conversion process is complete, you will remain fully invested in a funds conventional shares, and your investment will increase or decrease in value in tandem with the NAV of those shares.
The conversion transaction is nontaxable except, if applicable, to the very limited extent previously described.
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A precautionary note to investment companies: Va nguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940. Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.
Frequent Trading and Market-Timing
Unlike frequent trading of a Vanguard funds conventional (i.e., not exchange-traded) classes of shares, frequent trading of ETF Shares does not disrupt portfolio management, increase the funds trading costs, lead to realization of capital gains by the fund, or otherwise harm fund shareholders. The vast majority of trading in ETF Shares occurs on the secondary market. Because these trades do not involve the issuing fund, they do not harm the fund or its shareholders. A few institutional investors are authorized to purchase and redeem ETF Shares directly with the issuing fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the board of trustees of each fund that issues ETF Shares has determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market-timing of ETF Shares.
Portfolio Holdings
Please con sult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. The Financial Highlights section of this prospectus shows historical turnover rates for the Funds. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds. The average turnover rate for bond funds was approximately 113% , as reported by Morningstar, Inc., on August 31, 2015 .
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Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that dealer |
markups and other transaction costs will have on its return. Also, funds with high |
turnover rates may be more likely to generate capital gains, including short-term |
capital gains, that must be distributed to shareholders as taxable income. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
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Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015 , the advisory expenses represented an effective annual rate of less than 0.01% of each Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31.
The managers primarily responsible for the day-to-day management of the Funds are:
William D. Baird , Portfolio Manager at Vanguard. He has worked in investment management since 1988, has managed investment portfolios since 1993, has been with Vanguard since 2008, and has co-managed the Mortgage-Backed Securities Index Fund since its inception in 2009. Education: B.A., Rutgers University; M.B.A., Stern School of Business at New York University.
Joshua C. Barrickman , CFA, Principal of Vanguard and co-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 managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since their inceptions in 2009 (co-managed since 2013); and has managed the Short-Term Government, Intermediate-Term Government, and Long-Term Government Bond Index Funds and co-managed the Mortgage-Backed Securities Index Fund since 2013. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
Christopher E. Wrazen , CFP, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, has managed investment portfolios since 2015, and has co-managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since July 2015. Education: B.S., West Chester University; M.B.A., Drexel Universitys LeBow College of Business.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
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Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Funds income dividends generally are declared and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from |
interest as well as capital gains from the funds sale of investments. Income |
consists of interest the fund earns from its money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
Reinvestment of Distributions
In order to reinvest dividend and capital gains distributions, investors in a Funds ETF Shares must hold their shares at a broker that offers a reinvestment service. This can be the brokers own service or a service made available by a third party, such as the brokers outside clearing firm or the Depository Trust Company (DTC). If a reinvestment service is available, distributions of income and capital gains can automatically be reinvested in additional whole and fractional ETF Shares of the Fund. If a reinvestment service is not available, investors will receive their distributions in cash. To determine whether a reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker.
As with all exchange-traded funds, reinvestment of dividend and capital gains distributions in additional ETF Shares will occur four business days or more after the ex-dividend date (the date when a distribution of dividends or capital gains is deducted from the price of a Funds shares). The exact number of days depends on your broker. During that time, the amount of your distribution will not be invested in the Fund and therefore will not share in the Funds income, gains, and losses.
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Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional ETF Shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned ETF Shares.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale of ETF Shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale of ETF Shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
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Share Price and Market Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Remember: If you buy or sell ETF Shares on the secondary market, you will pay or receive the market price, which may be higher or lower than NAV. Your transaction will be priced at NAV only if you purchase or redeem your ETF Shares in Creation Unit blocks (an option available only to certain authorized broker-dealers) or if you convert your conventional fund shares to ETF Shares.
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguards website will show the previous days closing NAV and closing market price for each Funds ETF Shares.
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Additional Information | ||||
Vanguard | ||||
Suitable | Fund | CUSIP | ||
Inception Date | for IRAs | Number | Number | |
Short-Term Government Bond Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3142 | 92206C102 |
Intermediate-Term Government Bond | ||||
Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3143 | 92206C706 |
Long-Term Government Bond Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3144 | 92206C847 |
Short-Term Corporate Bond Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3145 | 92206C409 |
Intermediate-Term Corporate Bond | ||||
Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3146 | 92206C870 |
Long-Term Corporate Bond Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3147 | 92206C813 |
Mortgage-Backed Securities Index Fund | ||||
ETF Shares | 11/19/2009 | Yes | 3148 | 92206C771 |
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Short-Term Government Bond Index Funds ETF Shares |
as an example. The ETF Shares began fiscal year 2015 with a net asset value |
(share price) of $ 60.95 per share. During the year, each ETF Share earned $ 0.351 |
from investment income (interest) and $ 0.102 from investments that had |
appreciated in value or that were sold for higher prices than the Fund paid |
for them. |
Shareholders received $ 0.373 per share in the form of dividend and capital gains |
distributions. A portion of each years distributions may come from the prior |
years income or capital gains. |
The share price at the end of the year was $ 61.03 , reflecting earnings of $ 0.453 |
per share and distributions of $ 0.373 per share. This was an increase of $ 0.08 per |
share (from $ 60.95 at the beginning of the year to $ 61.03 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.75 % for the year. |
As of August 31, 2015 , the ETF Shares had approximately $ 635 million in net |
assets. For the year, the expense ratio was 0.10 % ($ 1.00 per $1,000 of net |
assets), and the net investment income amounted to 0.59 % of average net |
assets. The Fund sold and replaced securities valued at 64% of its net assets. |
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Short-Term Government Bond Index Fund ETF Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $60.95 | $60.75 | $60.98 | $61.11 | $60.70 |
Investment Operations | |||||
Net Investment Income | .351 | .198 | .158 | .270 | .405 |
Net Realized and Unrealized Gain (Loss) on Investments | .102 | .227 | (.134) | (.028) | .434 |
Total from Investment Operations | .453 | .425 | .024 | .242 | .839 |
Distributions | |||||
Dividends from Net Investment Income | (.340) | (.177) | (.158) | (.267) | (.405) |
Distributions from Realized Capital Gains | (.033) | (.048) | (.096) | (.105) | (.024) |
Total Distributions | (.373) | (.225) | (.254) | (.372) | (.429) |
Net Asset Value, End of Period | $61.03 | $60.95 | $60.75 | $60.98 | $61.11 |
Total Return | 0.75% | 0.70% | 0.04% | 0.40% | 1.39% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $635 | $497 | $307 | $183 | $150 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 0.59% | 0.34% | 0.26% | 0.44% | 0.66% |
Portfolio Turnover Rate 1 | 64% | 64% | 73% | 72% | 69% |
1 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
69
Intermediate-Term Government Bond Index Fund ETF Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $64.14 | $62.96 | $66.58 | $64.91 | $63.58 |
Investment Operations | |||||
Net Investment Income | 1.054 | .920 | .861 | 1.097 | 1.301 |
Net Realized and Unrealized Gain (Loss) on Investments | .649 | 1.292 | (2.940) | 1.791 | 1.949 |
Total from Investment Operations | 1.703 | 2.212 | (2.079) | 2.888 | 3.250 |
Distributions | |||||
Dividends from Net Investment Income | (1.043) | (.843) | (.861) | (1.094) | (1.304) |
Distributions from Realized Capital Gains | | (.189) | (.680) | (.124) | (.616) |
Total Distributions | (1.043) | (1.032) | (1.541) | (1.218) | (1.920) |
Net Asset Value, End of Period | $64.80 | $64.14 | $62.96 | $66.58 | $64.91 |
Total Return | 2.67% | 3.54% | 3.18% | 4.50% | 5.30% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $360 | $164 | $123 | $133 | $55 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 1.67% | 1.50% | 1.32% | 1.67% | 2.09% |
Portfolio Turnover Rate 1 | 35% | 43% | 54% | 51% | 41% |
1 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
70
Long-Term Government Bond Index Fund ETF Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $73.93 | $66.33 | $78.69 | $68.07 | $67.61 |
Investment Operations | |||||
Net Investment Income | 2.073 | 2.100 | 2.055 | 2.213 | 2.321 |
Net Realized and Unrealized Gain (Loss) on Investments | 1.206 | 7.429 | (12.216) | 10.611 | .526 |
Total from Investment Operations | 3.279 | 9.529 | (10.161) | 12.824 | 2.847 |
Distributions | |||||
Dividends from Net Investment Income | (2.079) | (1.929) | (2.056) | (2.204) | (2.324) |
Distributions from Realized Capital Gains | | | (.143) | | (.063) |
Total Distributions | (2.079) | (1.929) | (2.199) | (2.204) | (2.387) |
Net Asset Value, End of Period | $75.13 | $73.93 | $66.33 | $78.69 | $68.07 |
Total Return | 4.44% | 14.65% 13.13% | 19.06% | 4.63% | |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $252 | $107 | $63 | $75 | $34 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 2.76% | 3.17% | 2.80% | 2.99% | 3.68% |
Portfolio Turnover Rate 1 | 24% | 23% | 54% | 46% | 40% |
1 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
71
Short-Term Corporate Bond Index Fund ETF Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $80.21 | $78.97 | $79.78 | $78.06 | $77.68 |
Investment Operations | |||||
Net Investment Income | 1.504 | 1.436 | 1.523 | 1.793 | 1.815 |
Net Realized and Unrealized Gain (Loss) on Investments | (.743) | 1.305 | (.699) | 1.808 | .443 |
Total from Investment Operations | .761 | 2.741 | .824 | 3.601 | 2.258 |
Distributions | |||||
Dividends from Net Investment Income | (1.492) | (1.321) | (1.517) | (1.789) | (1.813) |
Distributions from Realized Capital Gains | (.149) | (.180) | (.117) | (.092) | (.065) |
Total Distributions | (1.641) | (1.501) | (1.634) | (1.881) | (1.878) |
Net Asset Value, End of Period | $79.33 | $80.21 | $78.97 | $79.78 | $78.06 |
Total Return | 0.96% | 3.50% | 1.03% | 4.68% | 2.94% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $10,377 | $8,430 | $6,705 | $3,686 | $1,905 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 1.90% | 1.82% | 1.92% | 2.33% | 2.39% |
Portfolio Turnover Rate 1 | 62% | 56% | 61% | 65% | 63% |
1 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
72
1 Includes increases from purchase fees of $0.02, $0.02, $0.00, $0.03, and $0.06.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
73
Long-Term Corporate Bond Index Fund ETF Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $92.38 | $82.11 | $92.15 | $80.80 | $81.96 |
Investment Operations | |||||
Net Investment Income | 3.910 | 3.964 | 4.018 | 3.980 | 4.091 |
Net Realized and Unrealized Gain (Loss) on | |||||
Investments 1 | (7.127) | 9.937 | (9.816) | 11.351 | (.917) |
Total from Investment Operations | (3.217) | 13.901 | (5.798) | 15.331 | 3.174 |
Distributions | |||||
Dividends from Net Investment Income | (3.913) | (3.631) | (4.018) | (3.981) | (4.095) |
Distributions from Realized Capital Gains | | | (.224) | | (.239) |
Total Distributions | (3.913) | (3.631) | (4.242) | (3.981) | (4.334) |
Net Asset Value, End of Period | $85.25 | $92.38 | $82.11 | $92.15 | $80.80 |
Total Return | -3.64% | 17.35% | 6.55% | 19.40% | 4.19% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $972 | $878 | $624 | $1,032 | $275 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 4.37% | 4.63% | 4.47% | 4.73% | 5.36% |
Portfolio Turnover Rate 2 | 64% | 54% | 57% | 71% | 110% |
1 Includes increases from purchase fees of $0.11, $0.05, $0.07, $0.02, and $0.07.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
74
75
CFA ® is a registered trademark owned by CFA Institute.
Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
Vanguard Sector Bond ETFs are not sponsored, endorsed, issued, sold or promoted by Barclays Capital Inc. or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Sector Bond ETFs or any member of the public regarding the advisability of investing in securities generally or in Vanguard Sector Bond ETFs particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Sector Bond ETFs with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Sector Bond ETFs is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Sector Bond ETFs or any owners or purchasers of the Vanguard Sector Bond ETFs. Barclays has no obligation to take the needs of Vanguard, Vanguard Sector Bond ETFs or the owners of Vanguard Sector Bond ETFs into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Sector Bond ETFs to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Sector Bond ETFs.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD SECTOR BOND ETFS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BARCLAYS INDICES , AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
© 2015 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2015 , Barclays. All rights reserved.
76
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Authorized Participant. Institutional investors that are permitted to purchase Creation Units directly from, and redeem Creation Units directly with, the issuing fund. To be an Authorized Participant, an entity must be a participant in the Depository Trust Company and must enter into an agreement with the funds Distributor.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bid-Ask Spread. The difference between the price a dealer is willing to pay for a security (the bid price) and the somewhat higher price at which the dealer is willing to sell the same security (the ask price).
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money you lend it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Corporate Bond. An IOU issued by a business that wants to borrow money. As with other types of bonds, the issuer promises to repay the borrowed money by a specific date and generally to make interest payments in the meantime.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Creation Unit. A large block of a specified number of ETF Shares. Certain broker-dealers known as Authorized Participants may purchase and redeem ETF Shares from the issuing fund in Creation Unit size blocks .
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Ex-Dividend Date. The date when a distribution of dividends and/or capital gains is deducted from the share price of a mutual fund or stock. On the ex-dividend date, the share price drops by the amount of the distribution (plus or minus any market activity).
77
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
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.
Government Bond. An IOU issued by the U.S. government or a government agency in exchange for the money you lend it. The issuer promises to repay the borrowed money by a specific date and generally to make regular interest payments until that date.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a funds advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
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.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
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Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard ® > vanguard.com
For More Information
If you would like more information about Vanguard Sector Bond ETFs, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during their last fiscal year.
Statement of Additional Information (SAI)
The SAI for the issuing Funds provides more detailed information about the Funds ETF Shares and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about Vanguard ETF Shares, please visit vanguard.com or contact us as follows:
The Vanguard Group Institutional Investor Information P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 866-499-8473
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Funds (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Funds are also available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-07803
© 2015 The Vanguard Group, Inc. All rights reserved.
U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646;
and 8,417,623.
Vanguard Marketing Corporation, Distributor.
P 3142 122015
Vanguard Sector Bond Index Funds |
Prospectus |
December 22, 2015 |
Institutional Shares |
Vanguard Short-Term Government Bond Index Fund Institutional Shares (VSBIX) |
Vanguard Intermediate-Term Government Bond Index Fund Institutional Shares (VIIGX) |
Vanguard Long-Term Government Bond Index Fund Institutional Shares (VLGIX) |
Vanguard Short-Term Corporate Bond Index Fund Institutional Shares (VSTBX) |
Vanguard Intermediate-Term Corporate Bond Index Fund Institutional Shares (VICBX) |
Vanguard Long-Term Corporate Bond Index Fund Institutional Shares (VLCIX) |
Vanguard Mortgage-Backed Securities Index Fund Institutional Shares (VMBIX) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
Contents | |||
Vanguard Fund Summaries | Financial Highlights | 57 | |
Short-Term Government Bond Index Fund | 1 | Investing With Vanguard | 65 |
Intermediate-Term Government Bond Index Fund | 6 | Purchasing Shares | 65 |
Long-Term Government Bond Index Fund | 11 | Converting Shares | 68 |
Short-Term Corporate Bond Index Fund | 16 | Redeeming Shares | 70 |
Intermediate-Term Corporate Bond Index Fund | 21 | Exchanging Shares | 73 |
Long-Term Corporate Bond Index Fund | 26 | Frequent-Trading Limitations | 74 |
Mortgage-Backed Securities Index Fund | 31 | Other Rules You Should Know | 76 |
Investing in Index Funds | 37 | Fund and Account Updates | 79 |
More on the Funds | 38 | Contacting Vanguard | 81 |
The Funds and Vanguard | 51 | Additional Information | 82 |
Investment Advisor | 52 | Glossary of Investment Terms | 84 |
Dividends, Capital Gains, and Taxes | 53 | ||
Share Price | 55 |
Vanguard Short-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.06% |
12b-1 Distribution Fee | None |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 64% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 13 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected securities) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, all with maturities between 1 and 3 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 1.9 years as of August 31, 2015 .
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
2
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Government Bond Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.96%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 0.85% (quarter ended June 30, 2011), and the lowest return for a quarter was –0.13% (quarter ended June 30, 2013).
3
Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Aug. 23, | ||
1 Year | 2010) | |
Vanguard Short-Term Government Bond Index Fund Institutional Shares | ||
Return Before Taxes | 0.57% | 0.65% |
Return After Taxes on Distributions | 0.37 | 0.43 |
Return After Taxes on Distributions and Sale of Fund Shares | 0.33 | 0.42 |
Barclays U.S. 1-3 Year Government Float Adjusted Index | ||
(reflects no deduction for fees, expenses, or taxes) | 0.64% | 0.73% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
4
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
5
Vanguard Intermediate-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.05% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
6
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 35 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 310 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities between 3 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 5.6 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
7
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Government Bond Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 2.88%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.55% (quarter ended September 30, 2011), and the lowest return for a quarter was –2.53% (quarter ended June 30, 2013).
8
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
9
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
10
Vanguard Long-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.04% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
11
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 24 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. Long Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 24.7 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
12
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Government Bond Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.25%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 24.37% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.81% (quarter ended June 30, 2013).
13
Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Jul. 30, | ||
1 Year | 2010) | |
Vanguard Long-Term Government Bond Index Fund Institutional Shares | ||
Return Before Taxes | 25.09% | 8.10% |
Return After Taxes on Distributions | 23.45 | 6.78 |
Return After Taxes on Distributions and Sale of Fund Shares | 14.11 | 5.74 |
Barclays U.S. Long Government Float Adjusted Index | ||
(reflects no deduction for fees, expenses, or taxes) | 24.69% | 8.16% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
14
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
15
Vanguard Short-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.05% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
16
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 62 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 15 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 1 and 5 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 3.0 years as of August 31, 2015 .
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
17
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Corporate Bond Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.58%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.83% (quarter ended September 30, 2010), and the lowest return for a quarter was –1.13% (quarter ended June 30, 2013).
18
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
19
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
20
Vanguard Intermediate-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee (other than on reinvested dividends or capital gains) | 0.25% |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.06% |
12b-1 Distribution Fee | None |
Other Expenses | 0.01% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$32 | $48 | $64 | $115 |
21
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 56 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 510 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 5 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 7.3 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds 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 Fund because it invests primarily in intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
22
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the Institutional Shares (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Corporate Bond Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.39%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.57% (quarter ended September 30, 2010), and the lowest return for a quarter was –4.01% (quarter ended June 30, 2013).
23
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
24
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
25
Vanguard Long-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee (other than on reinvested dividends or capital gains) | 1% |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.05% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$107 | $122 | $139 | $189 |
26
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 64 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 10+ Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 23.8 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
27
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the Institutional Shares (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Corporate Bond Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –3.60%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 9.22% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.81% (quarter ended June 30, 2013).
28
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
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Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Mortgage-Backed Securities Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted mortgage-backed securities index.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.04% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.07% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$7 | $23 | $40 | $90 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 713 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. MBS Float Adjusted Index. This Index covers U.S. agency mortgage-backed pass-through securities issued by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). To be included in the Index, pool aggregates must have at least $250 million currently outstanding and a weighted average maturity of at least 1 year.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 6.5 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment ris k is high for the Fund.
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Extension risk , which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, mortgage-backed securities prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount mortgage-backed securities prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Credit risk, which is the chance that the issuer of a mortgage-backed 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 bond to decline. Credit risk should be very low for the Fund because it invests in securities issued by U.S. government agencies and instrumentalities, including many securities backed by the full faith and credit of the U.S. government.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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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 Fund. The bar chart shows the performance of the Fund’s Institutional Shares in their first full calendar year . The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Mortgage-Backed Securities Index Fund Institutional Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.56%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.30% (quarter ended June 30, 2014), and the lowest return for a quarter was 0.22% (quarter ended September 30, 2014).
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Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Oct. 31, | ||
1 Year | 2013) | |
Vanguard Mortgage-Backed Securities Index Fund Institutional Shares | ||
Return Before Taxes | 5.85% | 4.09% |
Return After Taxes on Distributions | 4.97 | 3.22 |
Return After Taxes on Distributions and Sale of Fund Shares | 3.30 | 2.72 |
Barclays U.S. MBS Float Adjusted Index | ||
(reflects no deduction for fees, expenses, or taxes) | 5.59% | 4.03% |
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William D. Baird, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2009.
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has co-managed the Fund since 2013.
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Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
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More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. A separate prospectus offers the Funds Admiral Shares, which generally have an investment minimum of $10,000. In addition, each Fund issues an exchange-traded class of shares (ETF Shares), which are also offered through a separate prospectus.
All share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote. However, each Funds policy of investing at least 80% of its assets in bonds that are included in its target index may be changed only upon 60 days notice to shareholders.
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Market Exposure
Each Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
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 ) o f different maturities, each with a face value of $1,000.
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.
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Plain Talk About Bonds and Interest Rates |
As a rule, when interest rates rise, bond prices fall. The opposite is also true: |
Bond prices go up when interest rates fall. Why do bond prices and interest rates |
move in opposite directions? Lets assume that you hold a bond offering a 4% |
yield. A year later, interest rates are on the rise and bonds of comparable quality |
and maturity are offered with a 5% yield. With higher-yielding bonds available, |
you would have trouble selling your 4% bond for the price you paidyou would |
probably have to lower your asking price. On the other hand, if interest rates were |
falling and 3% bonds were being offered, you should be able to sell your 4% |
bond for more than you paid. |
How mortgage-backed securities are different: In general, declining interest rates |
will not lift the prices of mortgage-backed securitiessuch as GNMAsas 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 prepay their mortgages at slower rates. This will lengthen the duration or |
average life of mortgage-backed securities, delaying a funds ability to reinvest |
proceeds at higher interest rates. |
Changes in interest rates can affect bond income as well as bond prices .
Each Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.
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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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
Each Fund (other than the Mortgage-Backed Securities Index Fund) is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income.
T he indexes that the Government and Corporate Bond Index Funds seek to track include only a limited number of callable bonds. Thus, call risk for these Funds should be very low.
The Mortgage-Backed Securities Index Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment risk is high for the Fund.
The Mortgage-Backed Securities Index Fund is subject to extension risk, which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
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Each Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or p rincipal 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. Credit quality is evaluated by one |
or more of the nationally recognized statistical rating organizations (for example, |
Moodys Investors Service, Inc., or Standard & Poors) or through independent |
analysis conducted by a funds advisor. The lower the rating, the greater the |
chancein the rating agencys or advisors opinionthat the bond issuer will |
default, or fail to meet its payment obligations. All things being equal, the lower a |
bonds credit rating, the higher its yield should be to compensate investors for |
assuming additional risk. Mortgage-backed securities typically have higher yields |
than comparable-quality corporate or government bonds to make up for their higher |
prepayment risk. Investment-grade bonds are those rated in one of the four highest |
ratings categories. A fund may treat an unrated bond as investment-grade if |
warranted by the advisors analysis. |
The Mortgage-Backed Securities Index Fund has very low credit risk. The three Government Bond Index Funds invest primarily in U.S. Treasury and U.S. agency securities and have high credit quality and very low credit risk. The three Corporate Bond Index Funds are expected to have moderate credit risk as a result of their investments in investment-grade bonds. Investment-grade bonds are those rated BBB/Baa or higher by a credit-rating agency, and therefore investment-grade bonds are a mixture of high- and medium-quality bonds.
To a limited extent, the Corporate Bond Index Funds are also exposed to event risk, which is the chance that corporate fixed income securities held by these Funds may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.
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Plain Talk About Types of Bonds |
Bonds are issued (sold) by many sources: Corporations issue corporate bonds; |
the federal government issues U.S. Treasury bonds; agencies of the federal |
government issue agency bonds; financial institutions issue asset-backed bonds; |
and mortgage holders issue mortgage-backed pass-through certificates. Each |
issuer is responsible for paying back the bonds initial value as well as for making |
periodic interest payments. Many bonds issued by government agencies and |
entities are neither guaranteed nor insured by the U.S. government . |
Security Selection
Index sampling strategy. Because it would be very expensive and inefficient to buy and sell all bonds held in its target indexwhich is an indexing strategy called replicationeach Fund uses index sampling techniques to select securities. Using computer programs, each Funds 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, each Fund keeps sector and subsector exposure within tight boundaries relative to its target index. Because the Funds do not hold all of the securities included in their target indexes, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target indexes. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the portfolio.
Each Fund is subject to index sampling risk, which is the chance that the securities selected for a Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk should be low for each Fund.
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The following table shows the number of bonds held by each Fund, as well as the number of bonds in each Funds target index, as of August 31, 2015 .
Number of Bonds | Number of Bonds in | |
Vanguard Fund | in Fund | Target Index |
Short-Term Government Bond Index | 141 | 437 |
Intermediate-Term Government Bond Index | 171 | 368 |
Long-Term Government Bond Index | 69 | 90 |
Short-Term Corporate Bond Index | 1,882 | 2,032 |
Intermediate-Term Corporate Bond Index | 1,686 | 1,789 |
Long-Term Corporate Bond Index | 1,630 | 1,733 |
Mortgage-Backed Securities Index | 500 1 | 381 |
1 Issues are mortgage pools grouped by coupon. |
Types of bonds. Each Fund seeks to track an index that is a subset of the Barclays U.S. Aggregate Float Adjusted Index (the Aggregate Index). The Aggregate Index measures the total universe of taxable fixed income securities in the United Statesincluding government, corporate, and international dollar-denominated bonds, as well as mortgage-backed securities, all with maturities of more than 1 year. Taken together, the seven Funds cover approximately 97% of the Aggregate Index; the only sectors not covered are asset-backed bonds, bonds issued by foreign governments (unless guaranteed by the U.S. government), taxable state and municipal bonds, and commercial mortgage-backed securities.
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The following grid shows, at a glance, the types of financial instruments that may be purchased by each Fund. An explanation of each type of financial instrument follows the grid.
Mortgage-Backed | |||
Government Bond | Corporate Bond | Securities | |
Index Funds | Index Funds | Index Fund | |
Corporate Debt Obligations | | ||
U.S. Government and Agency Bonds | | | |
Mortgage-Backed Securities | | ||
Mortgage Dollar Rolls | | ||
Cash Equivalent Investments, Including | |||
Repurchase Agreements | | | |
Futures, Options, and Other Derivatives | | | |
International Dollar-Denominated Bonds | | |
Corporate debt obligations usually 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.
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
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Mortgage dollar rolls are transactions in which the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Funds returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Funds portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the Funds investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a Fund to banks or large securities dealers. The Government Bond Index Funds and the Mortgage-Backed Securities Index Fund may invest only in repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, a fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to a fund and order that the securities be used to pay off the sellers debts. The Funds advisor believes that these risks can be controlled through careful security selection and monitoring.
Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.
International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a Fund owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
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Plain Talk About U.S. Government-Sponsored Entities |
A variety of U.S. government-sponsored entities (GSEs), such as the Federal |
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage |
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and |
mortgage-backed securities. Although GSEs may be chartered or sponsored by |
acts of Congress, they are not funded by congressional appropriations. In |
September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to |
manage their daily operations. In addition, the U.S. Treasury entered into |
purchase agreements with FNMA and FHLMC to provide them with capital in |
exchange for senior preferred stock. Generally, their securities are neither issued |
nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit |
of the U.S. government. In most cases, these securities are supported only by |
the credit of the GSE, standing alone. In some cases, a GSEs securities may be |
supported by the ability of the GSE to borrow from the U.S. Treasury or may be |
supported by the U.S. government in some other way. Securities issued by the |
Government National Mortgage Association (GNMA), however, are backed by the |
full faith and credit of the U.S. government. |
Other Investment Policies and Risks
Under normal circumstances, each Fund will invest at least 80% of its assets in bonds held in its target index. Up to 20% of each Funds 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 indexes. Subject to the same 20% limit, each Fund 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.
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes.
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Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Each Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the fund as disclosed in this prospectus. In particular, derivatives will be used only when they may help the advisor:
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.
The Funds derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
Plain Talk About Derivatives |
Derivatives can take many forms. Some forms of derivativessuch as exchange- |
traded futures and options on securities, commodities, or indexeshave been |
trading on regulated exchanges for decades. These types of derivatives are |
standardized contracts that can easily be bought and sold and whose market |
values are determined and published daily. Non-exchange-traded derivatives (such |
as certain swap agreements), on the other hand, tend to be more specialized or |
complex and may be harder to value. |
Each Fund may invest a small portion of its assets in U.S. Treasury futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These U.S. Treasury futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. A Fund may purchase ETFs when doing so will reduce the Funds transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
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Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Purchase and Transaction Fees
Vanguard Intermediate-Term and Long-Term Corporate Bond Index Funds charge fees of 0.25% and 1.00%, respectively, on all purchases of shares, including shares that you purchase by exchange from another Vanguard fund. In addition, the Short-Term and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
Purchases that result from reinvested dividend or capital gains distributions are not subject to these purchase and transaction fees. Unlike a sales charge or load paid to a broker or a fund management company, purchase and transaction fees are paid directly to the Fund to offset the costs of buying securities.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is
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shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
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Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. The Financial Highlights section of this prospectus shows historical turnover rates for the Funds. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds. The average turnover rate for bond funds was approximately 113% , as reported by Morningstar, Inc., on August 31, 2015 .
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that dealer |
markups and other transaction costs will have on its return. Also, funds with high |
turnover rates may be more likely to generate capital gains, including short-term |
capital gains, that must be distributed to shareholders as taxable income. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
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Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at cost basis. with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015 , the advisory expenses represented an effective annual rate of less than 0.01% of each Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31.
The managers primarily responsible for the day-to-day management of the Funds are:
William D. Baird , Portfolio Manager at Vanguard. He has worked in investment management since 1988, has managed investment portfolios since 1993, has been with Vanguard since 2008, and has co-managed the Mortgage-Backed Securities Index Fund since its inception in 2009. Education: B.A., Rutgers University; M.B.A., Stern School of Business at New York University.
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Joshua C. Barrickman , CFA, Principal of Vanguard and co-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 managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since their inceptions in 2009 (co-managed since 2013); and has managed the Short-Term Government, Intermediate-Term Government, and Long-Term Government Bond Index Funds and co-managed the Mortgage-Backed Securities Index Fund since 2013. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
Christopher E. Wrazen , CFP, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, has managed investment portfolios since 2015, and has co-managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since July 2015. Education: B.S., West Chester University; M.B.A., Drexel Universitys LeBow College of Business.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. The Funds income dividends generally are declared and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions
As a shareholder, you are entitled to your portion of a funds income from interest as well as capital gains from the funds sale of investments. Income consists of interest the fund earns from its money market and bond investments. Capital gains are realized whenever the fund sells securities for higher prices than it paid for them. These capital gains are either short-term or long-term, depending on whether the fund held the securities for one year or less or for more than one year.
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Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all your distributions. In addition, investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any income dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Income dividends and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes. Depending on your states rules, however, any dividends attributable to interest earned on direct obligations of the U.S. government may be exempt from state and local taxes. Vanguard will notify you each year how much, if any, of your dividends may qualify for this exemption.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
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General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Provide us with your correct taxpayer identification number.
Certify that the taxpayer identification number is correct.
Confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States . Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If an income dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
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When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Short-Term Government Bond Index Funds Institutional |
Shares as an example. The Institutional Shares began fiscal year 2015 with a net |
asset value (share price) of $ 25.54 per share. During the year, each Institutional |
Share earned $ 0.156 from investment income (interest) and $ 0.043 from |
investments that had appreciated in value or that were sold for higher prices than |
the Fund paid for them. |
Shareholders received $ 0.169 per share in the form of dividend and capital gains |
distributions. A portion of each years distributions may come from the prior |
years income or capital gains. |
The share price at the end of the year was $ 25.57 , reflecting earnings of $ 0.199 |
per share and distributions of $ 0.169 per share. This was an increase of $ 0.03 per |
share (from $ 25.54 at the beginning of the year to $ 25.57 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.78 % for the year. |
As of August 31, 2015 , the Institutional Shares had approximately $ 67 million in |
net assets. For the year, the expense ratio was 0.07 % ($ 0.70 per $1,000 of net |
assets), and the net investment income amounted to 0.62 % of average net |
assets. The Fund sold and replaced securities valued at 64% of its net assets. |
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Short-Term Government Bond Index Fund Institutional Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $25.54 | $25.47 | $25.57 | $25.62 | $25.45 |
Investment Operations | |||||
Net Investment Income | .156 | .095 | .075 | .121 | .183 |
Net Realized and Unrealized Gain (Loss) on Investments | .043 | .088 | (.059) | (.007) | .180 |
Total from Investment Operations | .199 | .183 | .016 | .114 | .363 |
Distributions | |||||
Dividends from Net Investment Income | (.155) | (.093) | (.075) | (.120) | (.183) |
Distributions from Realized Capital Gains | (.014) | (.020) | (.041) | (.044) | (.010) |
Total Distributions | (.169) | (.113) | (.116) | (.164) | (.193) |
Net Asset Value, End of Period | $25.57 | $25.54 | $25.47 | $25.57 | $25.62 |
Total Return 1 | 0.78% | 0.72% | 0.06% | 0.45% | 1.43% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $67 | $49 | $17 | $44 | $33 |
Ratio of Total Expenses to Average Net Assets | 0.07% | 0.09% | 0.09% | 0.09% | 0.09% |
Ratio of Net Investment Income to Average Net Assets | 0.62% | 0.37% | 0.29% | 0.47% | 0.71% |
Portfolio Turnover Rate 2 | 64% | 64% | 73% | 72% | 69% |
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
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Intermediate-Term Government Bond Index Fund Institutional Shares
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $26.85 | $26.39 | $27.91 | $27.21 | $26.65 |
Investment Operations | |||||
Net Investment Income | .447 | .400 | .368 | .466 | .557 |
Net Realized and Unrealized Gain (Loss) on Investments | .271 | .536 | (1.235) | .752 | .819 |
Total from Investment Operations | .718 | .936 | (.867) | 1.218 | 1.376 |
Distributions | |||||
Dividends from Net Investment Income | (.448) | (.397) | (.368) | (.465) | (.558) |
Distributions from Realized Capital Gains | | (.079) | (.285) | (.053) | (.258) |
Total Distributions | (.448) | (.476) | (.653) | (.518) | (.816) |
Net Asset Value, End of Period | $27.12 | $26.85 | $26.39 | $27.91 | $27.21 |
Total Return 1 | 2.69% | 3.58% | 3.17% | 4.52% | 5.36% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $208 | $54 | $59 | $117 | $118 |
Ratio of Total Expenses to Average Net Assets | 0.07% | 0.09% | 0.09% | 0.09% | 0.09% |
Ratio of Net Investment Income to Average Net Assets | 1.70% | 1.53% | 1.35% | 1.70% | 2.14% |
Portfolio Turnover Rate 2 | 35% | 43% | 54% | 51% | 41% |
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
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Long-Term Government Bond Index Fund Institutional Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $31.48 | $28.32 | $33.60 | $29.06 | $28.87 |
Investment Operations | |||||
Net Investment Income | .896 | .910 | .890 | .956 | 1.003 |
Net Realized and Unrealized Gain (Loss) on Investments | .517 | 3.161 | (5.219) | 4.537 | .218 |
Total from Investment Operations | 1.413 | 4.071 | (4.329) | 5.493 | 1.221 |
Distributions | |||||
Dividends from Net Investment Income | (.893) | (.911) | (.890) | (.953) | (1.004) |
Distributions from Realized Capital Gains | | | (.061) | | (.027) |
Total Distributions | (.893) | (.911) | (.951) | (.953) | (1.031) |
Net Asset Value, End of Period | $32.00 | $31.48 | $28.32 | $33.60 | $29.06 |
Total Return 1 | 4.47% | 14.66% | 13.10% | 19.13% | 4.67% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $154 | $95 | $37 | $84 | $61 |
Ratio of Total Expenses to Average Net Assets | 0.07% | 0.09% | 0.09% | 0.09% | 0.09% |
Ratio of Net Investment Income to Average Net Assets | 2.79% | 3.20% | 2.83% | 3.02% | 3.73% |
Portfolio Turnover Rate 2 | 24% | 23% | 54% | 46% | 40% |
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
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Short-Term Corporate Bond Index Fund Institutional Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $26.71 | $26.33 | $26.60 | $26.03 | $25.90 |
Investment Operations | |||||
Net Investment Income | .509 | .491 | .516 | .605 | .619 |
Net Realized and Unrealized Gain (Loss) on Investments | (.249) | .437 | (.233) | .599 | .151 |
Total from Investment Operations | .260 | .928 | .283 | 1.204 | .770 |
Distributions | |||||
Dividends from Net Investment Income | (.510) | (.488) | (.514) | (.603) | (.618) |
Distributions from Realized Capital Gains | (.050) | (.060) | (.039) | (.031) | (.022) |
Total Distributions | (.560) | (.548) | (.553) | (.634) | (.640) |
Net Asset Value, End of Period | $26.41 | $26.71 | $26.33 | $26.60 | $26.03 |
Total Return 1 | 0.98% | 3.55% | 1.06% | 4.70% | 3.01% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $745 | $634 | $262 | $161 | $125 |
Ratio of Total Expenses to Average Net Assets | 0.07% | 0.09% | 0.09% | 0.09% | 0.09% |
Ratio of Net Investment Income to Average Net Assets | 1.93% | 1.85% | 1.95% | 2.36% | 2.44% |
Portfolio Turnover Rate 2 | 62% | 56% | 61% | 65% | 63% |
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
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1 Includes increases from purchase fees of $0.01 , $0.01, $0.00, $0.01, and $0.02 .
2 Total returns do not include transaction fees that may have applied in the periods shown.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
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1 Includes increases from purchase fees of $0.03, $0.02, $0.01, $0.00, and $0.04 .
2 Total returns do not include transaction fees that may have applied in the periods shown.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Funds capital shares, including ETF Creation Units.
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1 Commencement of operations.
2 Net asset value as of January 22, 2013, at which date all shares were redeemed.
3 Recommencement of operations.
4 Total returns do not include transaction fees that may have applied in the periods shown.
5 Annualized.
6 Includes 331% , 294%, 371%, and 231% attributable to mortgage-dollar-roll activity.
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms , and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See
Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares To open and maintain an account. $5 million.
Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.
Vanguard may charge additional recordkeeping fees for institutional clients whose accounts are recordkept by Vanguard. Please contact your Vanguard representative to determine whether additional recordkeeping fees apply to your account.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
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Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for Funds in this prospectus), see Additional Information .
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares .
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net
66
asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order .
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard .
Purchase and Transaction Fees
Vanguard Intermediate-Term and Long-Term Corporate Bond Index Funds charge fees of 0.25% and 1.00%, respectively, on all purchases of shares, including shares that you purchase by exchange from another Vanguard fund. In addition, the Short-Term
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and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
Purchases that result from reinvested dividend or capital gains distributions are not subject to these purchase and transaction fees. Unlike a sales charge or load paid to a broker or a fund management company, purchase and transaction fees are paid directly to the Fund to offset the costs of buying securities.
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money orders. In addition, Vanguard may refuse starter checks and checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Converting Shares
When a conversion occurs, you receive shares of one class in place of shares of another class of the same fund. At the time of conversion, the dollar value of the new shares you receive equals the dollar value of the old shares that were converted. In other
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words, the conversion has no effect on the value of your investment in the fund at the time of the conversion. However, the number of shares you own after the conversion may be greater than or less than the number of shares you owned before the conversion, depending on the NAV s of the two share classes.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Trade Date
The trade date for any conversion request received in good order will depend on the day and time Vanguard receives your request. Your conversion will be executed using the NAVs of the different share classes on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For a conversion request (other than a request to convert to ETF Shares) received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. For a conversion request received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day. See Other Rules You Should Know .
Conversions to Institutional Shares
You are eligible for a self-directed conversion from Admiral Shares to Institutional Shares of the same Fund, provided that your account meets all Institutional Shares eligibility requirements. You may request a conversion through our website (if you are registered for online access), or you may contact Vanguard by telephone or by mail to request this transaction. Accounts that qualify for Institutional Shares will not be automatically converted.
Conversions to ETF Shares
Owners of conventional shares (i.e., not exchange-traded shares) issued by a Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
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ETF Shares must be held in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm.
Vanguard Brokerage does not impose a fee on conversions from conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege. For additional information on converting conventional shares to ETF Shares, please contact Vanguard to obtain a prospectus for ETF Shares. See Contacting Vanguard .
Mandatory Conversions to Admiral Shares
If an account no longer meets the balance requirements for Institutional Shares, Vanguard may automatically convert the shares in the account to Admiral Shares. A decline in the account balance because of market movement may result in such a conversion. Vanguard will notify the investor in writing before any mandatory conversion occurs. Please note that mandatory conversions do not apply to ETF Shares.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations , and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard .
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard .
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
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By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares .
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check , exchange , or wire : If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
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For redemptions by electronic bank transfer using an Automatic Withdrawal Plan : Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order .
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption
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proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares .
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
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Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online ® .
Discretionary transactions through Vanguard Asset Management Services , Vanguard Personal Advisor Services ® , and Vanguard Institutional Advisory Services ® .
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
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Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30 -day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an
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intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard .
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com , you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account ® . To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
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Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares , Converting Shares , Redeeming Shares, and
Exchanging Shares . Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
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Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent - Trading Limitations Accounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Low-Balance Accounts
Each Fund reserves the right to convert an investors Institutional Shares to Admiral Shares if the fund account balance falls below the account minimum for any reason, including market fluctuation. Any such conversion will be preceded by written notice to the investor.
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Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a 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 deemed to be in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
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Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
Tax Information Statements
For most accounts, we are required to provide annual tax forms to assist you in preparing your income tax returns. We will send (or provide through our website, whichever you prefer) tax forms for each calendar year early in the following year. Registered users of vanguard.com can also view these forms through our website. Vanguard may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard .
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Sector Bond Index Funds twice a year, in April and October. These reports include overviews of the financial markets and provide the following specific Fund information:
Performance assessments and comparisons with industry benchmarks.
Financial statements with listings of Fund holdings.
Portfolio Holdings
Please con sult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
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Contacting Vanguard | |
Web | |
Vanguard.com | For the most complete source of Vanguard news |
For fund, account, and service information | |
For most account transactions | |
For literature requests | |
24 hours a day, 7 days a week | |
Phone | |
Vanguard Tele-Account ® 800-662-6273 | For automated fund and account information |
Toll-free, 24 hours a day, 7 days a week | |
Investor Information 800-662-7447 | For fund and service information |
(Text telephone for people with hearing | For literature requests |
impairment at 800-749-7273) | |
Client Services 800-662-2739 | For account information |
(Text telephone for people with hearing | For most account transactio ns |
impairment at 800-749-7273) | |
Institutional Division | For information and services for large institutional investo rs |
888-809-8102 | |
Financial Advisor and Intermediary | For information and services for financial intermediaries |
Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
and insurance compani es | |
Financial Advisory and Intermediary | For account information and trading support for financial |
Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
trust institutions, and insurance compani es |
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) | The Vanguard Group |
P.O. Box 1110 | |
Valley Forge, PA 19482-1110 | |
Regular Mail (Institutions and Intermediaries) | The Vanguard Group |
P.O. Box 2900 | |
Valley Forge, PA 19482-2900 | |
Registered, Express, or Overnight Mail | The Vanguard Group |
455 Devon Park Drive | |
Wayne, PA 19087-1815 |
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Additional Information | ||||
Newspaper | Vanguard | CUSIP | ||
Inception Date | Abbreviation | Fund Number | Number | |
Short-Term Government Bond | ||||
Index Fund | ||||
Institutional Shares | 8/23/2010 | STGovlxInst | 1642 | 92206C201 |
Intermediate-Term Government | ||||
Bond Index Fund | ||||
Institutional Shares | 3/19/2010 | ITGovlxInst | 1643 | 92206C805 |
Long-Term Government Bond | ||||
Index Fund | ||||
Institutional Shares | 7/30/2010 | LTGovlxInst | 1644 | 92206C839 |
Short-Term Corporate Bond | ||||
Index Fund | ||||
Institutional Shares | 11/19/2009 | STCorplxInst | 1645 | 92206C508 |
Intermediate-Term Corporate | ||||
Bond Index Fund | ||||
Institutional Shares | 11/19/2009 | ITCorplxInst | 1646 | 92206C862 |
Long-Term Corporate Bond | ||||
Index Fund | ||||
Institutional Shares | 11/19/2009 | LTCorplxInst | 1647 | 92206C797 |
Mortgage-Backed Securities | ||||
Index Fund | ||||
Institutional Shares | 10/31/2013 | MrgBkdlxInst | 1648 | 92206C763 |
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Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
Vanguard Sector Bond Index Funds are not sponsored, endorsed, issued, sold or promoted by Barclays Capital Inc. or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Sector Bond Index Funds or any member of the public regarding the advisability of investing in securities generally or in Vanguard Sector Bond Index Funds particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Sector Bond Index Funds with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Sector Bond Index Funds is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Sector Bond Index Funds or any owners or purchasers of the Vanguard Sector Bond Index Funds. Barclays has no obligation to take the needs of Vanguard, Vanguard Sector Bond Index Funds or the owners of Vanguard Sector Bond Index Funds into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Sector Bond Index Funds to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Sector Bond Index Funds.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD SECTOR BOND INDEX FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BARCLAYS INDICES , AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
© 2015 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2015 , Barclays. All rights reserved.
83
Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money you lend it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Corporate Bond. An IOU issued by a business that wants to borrow money. As with other types of bonds, the issuer promises to repay the borrowed money by a specific date and generally to make interest payments in the meantime.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
84
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.
Government Bond. An IOU issued by the U.S. government or a government agency in exchange for the money you lend it. The issuer promises to repay the borrowed money by a specific date and generally to make regular interest payments until that date.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a funds advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
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.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard ® > vanguard.com
For More Information
If you would like more information about Vanguard Sector Bond Index Funds, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during their last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Funds and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Funds or other Vanguard funds, please visit vanguard.com or contact us as follows:
If you are an individual investor:
The Vanguard Group
Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900
Telephone: 800-662-7447; Text telephone for people with hearing impairment: 800-749-7273
If you are a client of Vanguards Institutional Division:
The Vanguard Group
Institutional Investor Information Department P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 888-809-8102; Text telephone for people with hearing impairment: 800-749-7273
If you are a current Vanguard shareholder and would like information about your account, account transactions, and/or account statements, please call:
Client Services Department
Telephone: 800-662-2739; Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Funds (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Funds are also available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-07803
© 2015 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
I 1642 122015
Vanguard Sector Bond Index Funds |
Prospectus |
December 22, 2015 |
Admiral Shares for Participants |
Vanguard Short-Term Government Bond Index Fund Admiral Shares (VSBSX) |
Vanguard Intermediate-Term Government Bond Index Fund Admiral Shares (VSIGX) |
Vanguard Long-Term Government Bond Index Fund Admiral Shares (VLGSX) |
Vanguard Short-Term Corporate Bond Index Fund Admiral Shares (VSCSX) |
Vanguard Intermediate-Term Corporate Bond Index Fund Admiral Shares (VICSX) |
Vanguard Long-Term Corporate Bond Index Fund Admiral Shares (VLTCX) |
Vanguard Mortgage-Backed Securities Index Fund Admiral Shares (VMBSX) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or |
passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense. |
Contents | |||
Vanguard Fund Summaries | More on the Funds | 31 | |
Short-Term Government Bond Index Fund | 1 | The Funds and Vanguard | 44 |
Intermediate-Term Government Bond Index Fund | 5 | Investment Advisor | 45 |
Long-Term Government Bond Index Fund | 9 | Dividends, Capital Gains, and Taxes 46 | |
Short-Term Corporate Bond Index Fund | 13 | Share Price | 47 |
Intermediate-Term Corporate Bond Index Fund | 17 | Financial Highlights | 48 |
Long-Term Corporate Bond Index Fund | 21 | Investing With Vanguard | 56 |
Mortgage-Backed Securities Index Fund | 25 | Accessing Fund Information Online | 61 |
Investing in Index Funds | 30 | Glossary of Investment Terms | 62 |
Vanguard Short-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 64% of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 13 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected securities) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, all with maturities between 1 and 3 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 1.9 years as of August 31, 2015 .
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
2
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund’s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund’s target index, which has investment characteristics similar to those of the Fund. The Fund’s Signal ® Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Government Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.96%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 1.16% (quarter ended June 30, 2010), and the lowest return for a quarter was –0.18% (quarter ended December 31, 2010).
3
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
4
Vanguard Intermediate-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
5
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 35 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 310 Year Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities between 3 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 5.6 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be moderate for the Fund because it invests primarily in short- and intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
6
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Government Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 2.85%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 5.57% (quarter ended September 30, 2011), and the lowest return for a quarter was –2.54% (quarter ended June 30, 2013).
7
Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Aug. 4, | ||
1 Year | 2010) | |
Vanguard Intermediate-Term Government Bond Index Fund | ||
Admiral Shares | 4.22% | 2.93% |
Barclays U.S. 3-10 Year Government Float Adjusted Index | ||
(reflects no deduction for fees or expenses) | 4.29% | 3.04% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
8
Vanguard Long-Term Government Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted government bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
9
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 24 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. Long Government Float Adjusted Index. This Index includes fixed income securities issued by the U.S. Treasury (not including inflation-protected bonds) and U.S. government agencies and instrumentalities, as well as corporate or dollar-denominated foreign debt guaranteed by the U.S. government, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 24.7 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be very low
10
for the Fund because it invests only in bonds issued by the U.S. Treasury or U.S. government agencies and instrumentalities.
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Government Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 0.22%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 24.35% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.83% (quarter ended June 30, 2013).
11
Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Mar. 1, | ||
1 Year | 2010) | |
Vanguard Long-Term Government Bond Index Fund Admiral Shares | 25.03% | 9.52% |
Barclays U.S. Long Government Float Adjusted Index | ||
(reflects no deduction for fees or expenses) | 24.69% | 9.64% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Manager
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since 2013.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
12
Vanguard Short-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a short-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
13
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 62 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 15 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 1 and 5 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 3.0 years as of August 31, 2015 .
Principal Risks
The Fund is designed for investors with a low tolerance for risk, but you could still lose money by investing in it. The Fund is subject to the following risks, which could affect the Funds performance:
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally high for short-term bond funds, so investors should expect the Funds monthly income to fluctuate.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for the Fund because it invests primarily in short-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
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• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Short-Term Corporate Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.59%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.23% (quarter ended March 31, 2012), and the lowest return for a quarter was –1.16% (quarter ended June 30, 2013).
15
Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Nov. 18, | ||
1 Year | 2010) | |
Vanguard Short-Term Corporate Bond Index Fund Admiral Shares | 1.98% | 2.77% |
Barclays U.S. 1-5 Year Corporate Bond Index | ||
(reflects no deduction for fees or expenses) | 2.08% | 2.97% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Intermediate-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with an intermediate-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee (other than on reinvested dividends or capital gains) | 0.25% |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$35 | $57 | $81 | $153 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 56 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 510 Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities between 5 and 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 7.3 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds 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 Fund because it invests primarily in intermediate-term bonds, whose prices are less sensitive to interest rate changes than are the prices of long-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
18
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the Admiral Shares (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Intermediate-Term Corporate Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.38%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 4.19% (quarter ended September 30, 2012), and the lowest return for a quarter was –4.03% (quarter ended June 30, 2013).
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Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Mar. 2, | ||
1 Year | 2010) | |
Vanguard Intermediate-Term Corporate Bond Index Fund | ||
Admiral Shares | 7.45% | 6.74% |
Barclays U.S. 5-10 Year Corporate Bond Index | ||
(reflects no deduction for fees or expenses) | 7.29% | 6.79% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
20
Vanguard Long-Term Corporate Bond Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted corporate bond index with a long-term dollar-weighted average maturity.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee (other than on reinvested dividends or capital gains) | 1% |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.08% |
12b-1 Distribution Fee | None |
Other Expenses | 0.02% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$110 | $132 | $156 | $227 |
21
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 64 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. 10+ Year Corporate Bond Index. This Index includes U.S. dollar-denominated, investment-grade, fixed-rate, taxable securities issued by industrial, utility, and financial companies, with maturities greater than 10 years.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 23.8 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be high for the Fund because it invests primarily in long-term bonds, whose prices are more sensitive to interest rate changes than are the prices of short-term bonds.
Credit risk, which is the chance that a bond issuer will fail to pay interest or principal in a timely manner or that negative perceptions of the issuers ability to make such payments will cause the price of that bond to decline. Credit risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally low for long-term bond funds.
22
• Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Fund’s target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares (including annual fund operating expenses but excluding shareholder fees) has varied from one calendar year to another over the periods shown. If applicable shareholder fees were reflected, returns would be less than those shown in the bar chart. The table shows how the average annual total returns of the Admiral Shares (including annual fund operating expenses and any applicable shareholder fees) compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Long-Term Corporate Bond Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –3.56%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 9.20% (quarter ended September 30, 2011), and the lowest return for a quarter was –5.82% (quarter ended June 30, 2013).
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Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Jan. 19, | ||
1 Year | 2010) | |
Vanguard Long-Term Corporate Bond Index Fund Admiral Shares | 16.72% | 9.46% |
Barclays U.S. 10+ Year Corporate Bond Index | ||
(reflects no deduction for fees or expenses) | 15.73% | 9.46% |
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has managed the Fund since its inception in 2009 (co-managed since 2013).
Christopher E. Wrazen, CFP, Portfolio Manager at Vanguard. He has co-managed the Fund since July 2015.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
24
Vanguard Mortgage-Backed Securities Index Fund
Investment Objective
The Fund seeks to track the performance of a market-weighted mortgage-backed securities index.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Admiral Shares of the Fund.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.07% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Total Annual Fund Operating Expenses | 0.10% |
Example
The following example is intended to help you compare the cost of investing in the Fund’s Admiral Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$10 | $32 | $56 | $128 |
25
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 713 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Barclays U.S. MBS Float Adjusted Index. This Index covers U.S. agency mortgage-backed pass-through securities issued by the Government National Mortgage Association (GNMA), the Federal National Mortgage Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC). To be included in the Index, pool aggregates must have at least $250 million currently outstanding and a weighted average maturity of at least 1 year.
The Fund invests by sampling the Index, meaning that it holds a range of securities that, in the aggregate, approximates the full Index in terms of key risk factors and other characteristics. All of the Funds investments will be selected through the sampling process, and under normal circumstances, at least 80% of the Funds assets will be invested in bonds included in the Index. The Fund maintains a dollar-weighted average maturity consistent with that of the Index, which was 6.5 years as of August 31, 2015 .
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range, like the fluctuations of the overall bond market. The Fund is subject to the following risks, which could affect the Funds performance:
Prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment ris k is high for the Fund.
Extension risk , which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the
26
Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
Interest rate risk , which is the chance that bond prices will decline because of rising interest rates. In addition, when interest rates decline, mortgage-backed securities prices typically do not rise as much as the prices of comparable bonds. This is because the market tends to discount mortgage-backed securities prices for prepayment risk when interest rates decline. Interest rate risk should be moderate for the Fund.
Income risk , which is the chance that the Funds income will decline because of falling interest rates. Income risk is generally moderate for intermediate-term bond funds, so investors should expect the Funds monthly income to fluctuate accordingly.
Credit risk, which is the chance that the issuer of a mortgage-backed 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 bond to decline. Credit risk should be very low for the Fund because it invests in securities issued by U.S. government agencies and instrumentalities, including many securities backed by the full faith and credit of the U.S. government.
Index sampling risk, which is the chance that the securities selected for the Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk for the Fund should be low.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
27
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Admiral Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Admiral Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. The Fund‘s Signal Shares were renamed Admiral Shares on October 16, 2013. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
Annual Total Returns — Vanguard Mortgage-Backed Securities Index Fund Admiral Shares 1
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was 1.56%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 2.76% (quarter ended June 30, 2010), and the lowest return for a quarter was –1.92% (quarter ended June 30, 2013).
28
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
William D. Baird, Portfolio Manager at Vanguard. He has co-managed the Fund since its inception in 2009.
Joshua C. Barrickman, CFA, Principal of Vanguard and co-head of Vanguards Fixed Income Indexing Americas. He has co-managed the Fund since 2013.
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
29
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus dealer markups and other transaction coststo a minimum compared with actively managed funds.
30
More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
This prospectus offers the Funds Admiral Shares and is intended for participants in employer-sponsored retirement or savings plans. Another versionfor investors who would like to open a personal investment accountcan be obtained by visiting our website at vanguard.com or by calling Vanguard at 800-662-7447.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote. However, each Funds policy of investing at least 80% of its assets in bonds that are included in its target index may be changed only upon 60 days notice to shareholders.
31
Market Exposure
Each Fund is subject to interest rate risk, which is the chance that bond prices will decline because of rising interest rates. Interest rate risk should be low for short-term bond funds, moderate for intermediate-term bond funds, and high for long-term bond funds.
Although bonds are often thought to be less risky than stocks, there have been periods when bond prices have fallen significantly because of rising interest rates. For instance, prices of long-term bonds fell by almost 48% between December 1976 and September 1981.
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 ) o f different maturities, each with a face value of $1,000.
These figures are for illustration only; you should not regard them as an indication of future performance of the bond market as a whole or the Funds in particular.
32
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 GNMAsas 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 prepay their mortgages at slower rates. This will lengthen the duration or |
average life of mortgage-backed securities, delaying a funds ability to reinvest |
proceeds at higher interest rates. |
Changes in interest rates can affect bond income as well as bond prices .
Each Fund is subject to income risk, which is the chance that the Funds income will decline because of falling interest rates. A funds income declines when interest rates fall because the fund then must invest new cash flow and cash from maturing bonds in lower-yielding bonds. Income risk is generally higher for short-term bond funds and lower for long-term bond funds.
33
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. |
Although falling interest rates tend to strengthen bond prices, they can cause other sorts of problems for bond fund investorsbond calls and prepayments.
Each Fund (other than the Mortgage-Backed Securities Index Fund) is subject to call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (redeem) securities with higher coupon rates or interest rates before their maturity dates. The Fund would then lose any price appreciation above the bonds call price and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income.
T he indexes that the Government and Corporate Bond Index Funds seek to track include only a limited number of callable bonds. Thus, call risk for these Funds should be very low.
The Mortgage-Backed Securities Index Fund is subject to prepayment risk, which is the chance that during periods of falling interest rates, homeowners will refinance their mortgages before their maturity dates, resulting in prepayment of mortgage-backed securities held by the Fund. The Fund would then lose any price appreciation above the mortgages principal and would be forced to reinvest the unanticipated proceeds at lower interest rates, resulting in a decline in the Funds income. Prepayment risk is high for the Fund.
The Mortgage-Backed Securities Index Fund is subject to extension risk, which is the chance that during periods of rising interest rates, homeowners will prepay their mortgages at slower rates. This will lengthen the duration or average life of mortgage-backed securities held by the Fund and delay the Funds ability to reinvest proceeds at higher interest rates. Extension risk is high for the Fund.
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Each Fund is subject to credit risk, which is the chance that a bond issuer will fail to pay interest or p rincipal 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. Credit quality is evaluated by one |
or more of the nationally recognized statistical rating organizations (for example, |
Moodys Investors Service, Inc., or Standard & Poors) or through independent |
analysis conducted by a funds advisor. The lower the rating, the greater the |
chancein the rating agencys or advisors opinionthat the bond issuer will |
default, or fail to meet its payment obligations. All things being equal, the lower a |
bonds credit rating, the higher its yield should be to compensate investors for |
assuming additional risk. Mortgage-backed securities typically have higher yields |
than comparable-quality corporate or government bonds to make up for their higher |
prepayment risk. Investment-grade bonds are those rated in one of the four highest |
ratings categories. A fund may treat an unrated bond as investment-grade if |
warranted by the advisors analysis. |
The Mortgage-Backed Securities Index Fund has very low credit risk. The three Government Bond Index Funds invest primarily in U.S. Treasury and U.S. agency securities and have high credit quality and very low credit risk. The three Corporate Bond Index Funds are expected to have moderate credit risk as a result of their investments in investment-grade bonds. Investment-grade bonds are those rated BBB/Baa or higher by a credit-rating agency, and therefore investment-grade bonds are a mixture of high- and medium-quality bonds.
To a limited extent, the Corporate Bond Index Funds are also exposed to event risk, which is the chance that corporate fixed income securities held by these Funds may suffer a substantial decline in credit quality and market value because of a restructuring of the companies that issued the securities or because of other factors negatively affecting issuers.
35
Plain Talk About Types of Bonds |
Bonds are issued (sold) by many sources: Corporations issue corporate bonds; |
the federal government issues U.S. Treasury bonds; agencies of the federal |
government issue agency bonds; financial institutions issue asset-backed bonds; |
and mortgage holders issue mortgage-backed pass-through certificates. Each |
issuer is responsible for paying back the bonds initial value as well as for making |
periodic interest payments. Many bonds issued by government agencies and |
entities are neither guaranteed nor insured by the U.S. government . |
Security Selection
Index sampling strategy. Because it would be very expensive and inefficient to buy and sell all bonds held in its target indexwhich is an indexing strategy called replicationeach Fund uses index sampling techniques to select securities. Using computer programs, each Funds 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, each Fund keeps sector and subsector exposure within tight boundaries relative to its target index. Because the Funds do not hold all of the securities included in their target indexes, some of the securities (and issuers) that are held will likely be overweighted (or underweighted) compared with the target indexes. The maximum overweight (or underweight) is constrained at the issuer level with the goal of producing well-diversified credit exposure in the portfolio.
Each Fund is subject to index sampling risk, which is the chance that the securities selected for a Fund, in the aggregate, will not provide investment performance matching that of the Funds target index. Index sampling risk should be low for each Fund.
36
The following table shows the number of bonds held by each Fund, as well as the number of bonds in each Funds target index, as of August 31, 2015 .
Number of Bonds | Number of Bonds in | |
Vanguard Fund | in Fund | Target Index |
Short-Term Government Bond Index | 141 | 437 |
Intermediate-Term Government Bond Index | 171 | 368 |
Long-Term Government Bond Index | 69 | 90 |
Short-Term Corporate Bond Index | 1,882 | 2,032 |
Intermediate-Term Corporate Bond Index | 1,686 | 1,789 |
Long-Term Corporate Bond Index | 1,630 | 1,733 |
Mortgage-Backed Securities Index | 500 1 | 381 |
1 Issues are mortgage pools grouped by coupon. |
Types of bonds. Each Fund seeks to track an index that is a subset of the Barclays U.S. Aggregate Float Adjusted Index (the Aggregate Index). The Aggregate Index measures the total universe of taxable fixed income securities in the United Statesincluding government, corporate, and international dollar-denominated bonds, as well as mortgage-backed securities, all with maturities of more than 1 year. Taken together, the seven Funds cover approximately 97% of the Aggregate Index; the only sectors not covered are asset-backed bonds, bonds issued by foreign governments (unless guaranteed by the U.S. government), taxable state and municipal bonds, and commercial mortgage-backed securities.
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The following grid shows, at a glance, the types of financial instruments that may be purchased by each Fund. An explanation of each type of financial instrument follows the grid.
Mortgage-Backed | |||
Government Bond | Corporate Bond | Securities | |
Index Funds | Index Funds | Index Fund | |
Corporate Debt Obligations | | ||
U.S. Government and Agency Bonds | | | |
Mortgage-Backed Securities | | ||
Mortgage Dollar Rolls | | ||
Cash Equivalent Investments, Including | |||
Repurchase Agreements | | | |
Futures, Options, and Other Derivatives | | | |
International Dollar-Denominated Bonds | | |
Corporate debt obligations usually 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.
Mortgage-backed securities represent partial ownership interest in pools of commercial or residential mortgage loans made by financial institutions to finance a borrowers real estate purchase. These loans are packaged by private or governmental issuers for sale to investors. As the underlying mortgage loans are paid by borrowers, the investors receive payments of interest and principal. To be announced (TBA) securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for a fixed unit price, with settlement on a scheduled future date beyond the typical settlement period for most other securities.
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Mortgage dollar rolls are transactions in which the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Funds returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. These transactions may increase the Funds portfolio turnover rate. Mortgage dollar rolls will be used only if consistent with the Funds investment objective and risk profile.
Cash equivalent investments is a blanket term that describes a variety of short-term fixed income investments, including money market instruments, commercial paper, bank certificates of deposit, bankers acceptances, and repurchase agreements. Repurchase agreements represent short-term (normally overnight) loans by a Fund to banks or large securities dealers. The Government Bond Index Funds and the Mortgage-Backed Securities Index Fund may invest only in repurchase agreements that are collateralized by U.S. Treasury or U.S. government agency securities. Repurchase agreements can carry several risks. For instance, if the seller is unable to repurchase the securities as promised, a fund may experience a loss when trying to sell the securities to another buyer. Also, if the seller becomes insolvent, a bankruptcy court may determine that the securities do not belong to a fund and order that the securities be used to pay off the sellers debts. The Funds advisor believes that these risks can be controlled through careful security selection and monitoring.
Futures, options, and other derivatives are described in detail under Other Investment Policies and Risks.
International dollar-denominated bonds are bonds denominated in U.S. dollars and issued by foreign governments and companies. To the extent that a Fund owns foreign bonds, it is subject to country risk, which is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value or liquidity of securities issued by companies in foreign countries. In addition, the prices of foreign bonds and the prices of U.S. bonds have, at times, moved in opposite directions. Because the bonds value is designated in dollars rather than in the currency of the issuers country, the investor is not exposed to currency risk; rather, the issuer assumes that risk, usually to attract U.S. investors. Although currency movements do not affect the value of international dollar-denominated bonds directly, they could affect the value indirectly by adversely affecting the issuers ability (or the markets perception of the issuers ability) to pay interest or repay principal.
39
Plain Talk About U.S. Government-Sponsored Entities |
A variety of U.S. government-sponsored entities (GSEs), such as the Federal |
Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage |
Association (FNMA), and the Federal Home Loan Banks (FHLBs), issue debt and |
mortgage-backed securities. Although GSEs may be chartered or sponsored by |
acts of Congress, they are not funded by congressional appropriations. In |
September of 2008, the U.S. Treasury placed FNMA and FHLMC under |
conservatorship and appointed the Federal Housing Finance Agency (FHFA) to |
manage their daily operations. In addition, the U.S. Treasury entered into |
purchase agreements with FNMA and FHLMC to provide them with capital in |
exchange for senior preferred stock. Generally, their securities are neither issued |
nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit |
of the U.S. government. In most cases, these securities are supported only by |
the credit of the GSE, standing alone. In some cases, a GSEs securities may be |
supported by the ability of the GSE to borrow from the U.S. Treasury or may be |
supported by the U.S. government in some other way. Securities issued by the |
Government National Mortgage Association (GNMA), however, are backed by the |
full faith and credit of the U.S. government. |
Other Investment Policies and Risks
Under normal circumstances, each Fund will invest at least 80% of its assets in bonds held in its target index. Up to 20% of each Funds 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 indexes. Subject to the same 20% limit, each Fund 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.
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Each Fund may invest in derivatives. In general, investments in derivatives may involve risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes.
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Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the Barclays U.S. Aggregate Bond Index), or a reference rate (such as LIBOR). Each Fund may invest in derivatives only if the expected risks and rewards of the derivatives are consistent with the investment objective, policies, strategies, and risks of the as disclosed in this prospectus. In particular, derivatives will be used only when 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.
The Funds derivative investments may include fixed income futures contracts, fixed income options, interest rate swaps, total return swaps, credit default swaps, or other derivatives. Losses (or gains) involving futures contracts can sometimes be substantialin part because a relatively small price movement in a futures contract may result in an immediate and substantial loss (or gain) for a fund. Similar risks exist for other types of derivatives.
Plain Talk About Derivatives |
Derivatives can take many forms. Some forms of derivativessuch as exchange- |
traded futures and options on securities, commodities, or indexeshave been |
trading on regulated exchanges for decades. These types of derivatives are |
standardized contracts that can easily be bought and sold and whose market |
values are determined and published daily. Non-exchange-traded derivatives (such |
as certain swap agreements), on the other hand, tend to be more specialized or |
complex and may be harder to value. |
Each Fund may invest a small portion of its assets in U.S. Treasury futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs). These U.S. Treasury futures and ETFs typically provide returns similar to those of the bonds listed in the index, or in a subset of the index, tracked by the Fund. A Fund may purchase ETFs when doing so will reduce the Funds transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
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Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Purchase and Transaction Fees
Vanguard Intermediate-Term and Long-Term Corporate Bond Index Funds charge fees of 0.25% and 1.00%, respectively, on all purchases of shares, including shares that you purchase by exchange from another Vanguard fund. In addition, the Short-Term and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
Purchases that result from reinvested dividend or capital gains distributions are not subject to these purchase and transaction fees. Unlike a sales charge or load paid to a broker or a fund management company, purchase and transaction fees are paid directly to the Fund to offset the costs of buying securities.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is
42
shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, a participant from exchanging into a fund account for 60 calendar days (30 calendar days for investors other than participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the participant has exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
43
Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index or in an effort to manage the funds duration. The Financial Highlights section of this prospectus shows historical turnover rates for the Funds. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. Shorter-term bonds will mature or be soldand need to be replacedmore frequently than longer-term bonds. As a result, shorter-term bond funds tend to have higher turnover rates than longer-term bond funds. The average turnover rate for bond funds was approximately 113% , as reported by Morningstar, Inc., on August 31, 2015 .
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that dealer |
markups and other transaction costs will have on its return. Also, funds with high |
turnover rates may be more likely to generate capital gains, including short-term |
capital gains, that must be distributed to shareholders. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
44
Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at cost basis. with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Fixed Income Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015 , the advisory expenses represented an effective annual rate of less than 0.01% of each Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31.
The managers primarily responsible for the day-to-day management of the Funds are:
William D. Baird , Portfolio Manager at Vanguard. He has worked in investment management since 1988, has managed investment portfolios since 1993, has been with Vanguard since 2008, and has co-managed the Mortgage-Backed Securities Index Fund since its inception in 2009. Education: B.A., Rutgers University; M.B.A., Stern School of Business at New York University.
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Joshua C. Barrickman , CFA, Principal of Vanguard and co-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 managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since their inceptions in 2009 (co-managed since 2013); and has managed the Short-Term Government, Intermediate-Term Government, and Long-Term Government Bond Index Funds and co-managed the Mortgage-Backed Securities Index Fund since 2013. Education: B.S., Ohio Northern University; M.B.A., Lehigh University.
Christopher E. Wrazen , CFP, Portfolio Manager at Vanguard. He has been with Vanguard since 2004, has worked in investment management since 2008, has managed investment portfolios since 2015, and has co-managed the Short-Term Corporate, Intermediate-Term Corporate, and Long-Term Corporate Bond Index Funds since July 2015. Education: B.S., West Chester University; M.B.A., Drexel Universitys LeBow College of Business.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Each Fund distributes to shareholders virtually all of its net income (interest less expenses) as well as any net capital gains realized from the sale of its holdings. The Funds income dividends generally are declared and distributed monthly; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year.
Your distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
as well as capital gains from the funds sale of investments. Income consists of |
interest the fund earns from its money market and bond investments. Capital |
gains are realized whenever the fund sells securities for higher prices than it paid |
for them. |
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Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Debt securities held by a Vanguard fund are valued based on information furnished by an independent pricing service or market quotations. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that pricing-service information or market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also may use fair-value pricing on bond market holidays when the fund is open for business (such as Columbus Day and Veterans Day).
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Short-Term Government Bond Index Funds Admiral |
Shares as an example. The Admiral Shares began fiscal year 2015 with a net |
asset value (share price) of $ 20.33 per share. During the year, each Admiral Share |
earned $ 0.116 from investment income (interest) and $ 0.031 from investments |
that had appreciated in value or that were sold for higher prices than the Fund |
paid for them. |
Shareholders received $ 0.127 per share in the form of dividend and capital gains |
distributions. A portion of each years distributions may come from the prior |
years income or capital gains. |
The share price at the end of the year was $ 20.35 , reflecting earnings of $ 0.147 |
per share and distributions of $ 0.127 per share. This was an increase of $ 0.02 per |
share (from $ 20.33 at the beginning of the year to $ 20.35 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.72 % for the year. |
As of August 31, 2015 , the Admiral Shares had approximately $ 221 million in net |
assets. For the year, the expense ratio was 0.10 % ($ 1.00 per $1,000 of net |
assets), and the net investment income amounted to 0.59 % of average net |
assets. The Fund sold and replaced securities valued at 64% of its net assets. |
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Short-Term Government Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $20.33 | $20.27 | $20.35 | $20.39 | $20.25 |
Investment Operations | |||||
Net Investment Income | .116 | .068 | .053 | .089 | .134 |
Net Realized and Unrealized Gain (Loss) on Investments | .031 | .074 | (.048) | (.007) | .149 |
Total from Investment Operations | .147 | .142 | .005 | .082 | .283 |
Distributions | |||||
Dividends from Net Investment Income | (.116) | (.066) | (.053) | (.087) | (.135) |
Distributions from Realized Capital Gains | (.011) | (.016) | (.032) | (.035) | (.008) |
Total Distributions | (.127) | (.082) | (.085) | (.122) | (.143) |
Net Asset Value, End of Period | $20.35 | $20.33 | $20.27 | $20.35 | $20.39 |
Total Return 1 | 0.72% | 0.70% | 0.02% | 0.40% | 1.40% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $221 | $126 | $53 | $37 | $11 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 0.59% | 0.34% | 0.26% | 0.44% | 0.66% |
Portfolio Turnover Rate 2 | 64% | 64% | 73% | 72% | 69% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Long-Term Government Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $24.81 | $22.32 | $26.48 | $22.91 | $22.75 |
Investment Operations | |||||
Net Investment Income | .698 | .711 | .693 | .746 | .780 |
Net Realized and Unrealized Gain (Loss) on Investments | .399 | 2.491 | (4.112) | 3.567 | .182 |
Total from Investment Operations | 1.097 | 3.202 | (3.419) | 4.313 | .962 |
Distributions | |||||
Dividends from Net Investment Income | (.697) | (.712) | (.693) | (.743) | (.781) |
Distributions from Realized Capital Gains | — | — | (.048) | — | (.021) |
Total Distributions | (.697) | (.712) | (.741) | (.743) | (.802) |
Net Asset Value, End of Period | $25.21 | $24.81 | $22.32 | $26.48 | $22.91 |
Total Return 1 | 4.40% 14.63% | –13.13% | 19.05% | 4.66% | |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $130 | $44 | $6 | $5 | $1 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 2.76% | 3.17% | 2.80% | 2.99% | 3.68% |
Portfolio Turnover Rate 2 | 24% | 23% | 54% | 46% | 40% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Inception.
2 Total returns do not include transaction fees that may have applied in the periods shown.
3 Annualized.
4 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Intermediate-Term Corporate Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $23.40 | $22.20 | $23.40 | $21.98 | $21.76 |
Investment Operations | |||||
Net Investment Income | .745 | .736 | .732 | .800 | .876 |
Net Realized and Unrealized Gain (Loss) on | |||||
Investments 1 | (.654) | 1.355 | (1.085) | 1.437 | .312 |
Total from Investment Operations | .091 | 2.091 | (.353) | 2.237 | 1.188 |
Distributions | |||||
Dividends from Net Investment Income | (.746) | (.734) | (.731) | (.800) | (.875) |
Distributions from Realized Capital Gains | (.035) | (.157) | (.116) | (.017) | (.093) |
Total Distributions | (.781) | (.891) | (.847) | (.817) | (.968) |
Net Asset Value, End of Period | $22.71 | $23.40 | $22.20 | $23.40 | $21.98 |
Total Return 2 | 0.37% | 9.60% | –1.62% | 10.41% | 5.65% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $423 | $239 | $55 | $51 | $7 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 3.25% | 3.25% | 3.16% | 3.62% | 4.15% |
Portfolio Turnover Rate 3 | 56% | 65% | 73% | 69% | 80% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Includes increases from purchase fees of $0.00 , $0.01, $0.00, $0.01, and $0.02 .
2 Total returns do not include transaction fees that may have applied in the periods shown.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Long-Term Corporate Bond Index Fund Admiral Shares | |||||
Year Ended August 31, | |||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 | 2011 |
Net Asset Value, Beginning of Period | $24.71 | $22.04 | $24.74 | $21.69 | $22.00 |
Investment Operations | |||||
Net Investment Income | 1.048 | 1.066 | 1.078 | 1.068 | 1.100 |
Net Realized and Unrealized Gain (Loss) on | |||||
Investments 1 | (1.911) | 2.669 | (2.640) | 3.051 | (.246) |
Total from Investment Operations | (.863) | 3.735 | (1.562) | 4.119 | .854 |
Distributions | |||||
Dividends from Net Investment Income | (1.047) | (1.065) | (1.078) | (1.069) | (1.100) |
Distributions from Realized Capital Gains | — | — | (.060) | — | (.064) |
Total Distributions | (1.047) | (1.065) | (1.138) | (1.069) | (1.164) |
Net Asset Value, End of Period | $22.80 | $24.71 | $22.04 | $24.74 | $21.69 |
Total Return 2 | -3.66% | 17.37% | –6.57% | 19.43% | 4.21% |
Ratios/Supplemental Data | |||||
Net Assets, End of Period (Millions) | $67 | $44 | $18 | $15 | $9 |
Ratio of Total Expenses to Average Net Assets | 0.10% | 0.12% | 0.12% | 0.12% | 0.14% |
Ratio of Net Investment Income to Average Net Assets | 4.37% | 4.63% | 4.47% | 4.73% | 5.36% |
Portfolio Turnover Rate 3 | 64% | 54% | 57% | 71% | 110% |
Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Includes increases from purchase fees of $0.02 , $0.01, $0.01, $0.01, and $0.04 .
2 Total returns do not include transaction fees that may have applied in the periods shown.
3 Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units.
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Signal Shares were renamed Admiral Shares in October 2013. Prior periods’ Financial Highlights are for the Signal class.
1 Total returns do not include transaction fees that may have applied in the periods shown.
2 Includes 331% , 294%, 371%, 231%, and 187% attributable to mortgage-dollar-roll activity.
55
Investing With Vanguard
One or more of the Funds are investment options in your retirement or savings plan. Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect a Fund as an investment option.
If you have any questions about a Fund or Vanguard, including those about a Funds investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com .
If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.
Be sure to carefully read each topic that pertains to your transactions with Vanguard.
Vanguard reserves the right to change its policies without notice to shareholders.
Investment Options and Allocations
Your plans specific provisions may allow you to change your investment selections, the amount of your contributions, or the allocation of your contributions among the investment choices available to you. Contact your plan administrator or employee benefits office for more details.
Transactions
Transaction requests (e.g., a contribution, an exchange, or a redemption) must be in good order. Good order means that Vanguard has determined that (1) your transaction request includes complete information and (2) appropriate assets are already in your account or new assets have been received or, if funded via ACH, credited to your account.
Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plans recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.
Your transaction will then be based on the next-determined net asset value (NAV) of the Funds Admiral Shares. If your transaction request is received in good order before the close of regular trading on the New York Stock Exchange (NYSE) (generally 4 p.m., Eastern time), you will receive that days NAV and trade date. NAVs are calculated only on days the NYSE is open for trading.
If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.
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Purchase and Transaction Fees
Vanguard Intermediate-Term and Long-Term Corporate Bond Index Funds charge fees of 0.25% and 1.00%, respectively, on all purchases of shares, including shares that you purchase by exchange from another Vanguard fund. In addition, the Short-Term and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
Purchases that result from reinvested dividend or capital gains distributions are not subject to these purchase and transaction fees. Unlike a sales charge or load paid to a broker or a fund management company, purchase and transaction fees are paid directly to the Fund to offset the costs of buying securities.
Frequent-Trading Limitations
The exchange privilege (your ability to purchase shares of a fund using the proceeds from the simultaneous redemption of shares of another fund) may be available to you through your plan. 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. Because excessive exchanges can disrupt the management of the Vanguard funds and increase their transaction costs, Vanguard places certain limits on the exchange privilege.
If you are exchanging out of any Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund), you must wait 60 calendar days (30 calendar days for investors other than participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) before exchanging back into the fund. This policy applies, regardless of the dollar amount . Please note that the 60-day clock restarts after every exchange out of the fund.
The frequent-trading limitations do not apply to the following: exchange requests submitted by mail to Vanguard (exchange requests submitted by fax, if otherwise permitted, are subject to the limitations); exchanges of shares purchased with participant payroll or employer contributions or loan repayments; exchanges of shares purchased with reinvested dividend or capital gains distributions; distributions, loans, and in-service withdrawals from a plan; redemptions of shares as part of a plan termination or at the direction of the plan; redemptions of shares to pay fund or
57
account fees; share or asset transfers or rollovers; reregistrations of shares within the same fund; conversions of shares from one share class to another in the same fund; and transactions executed through th e Vanguard Managed Account Program.
Before making an exchange to or from another fund available in your plan, consider the following:
Certain investment options, particularly funds made up of company stock or investment contracts, may be subject to unique restrictions.
Vanguard can accept exchanges only as permitted by your plan. Contact your plan administrator for details on other exchange policies that apply to your plan.
Before making an exchange into another fund, it is important to read that funds prospectus. To obtain a copy, please contact Vanguard Participant Services toll-free at 800-523-1188.
Plans for which Vanguard does not serve as recordkeeper: If Vanguard does not serve as recordkeeper for your plan, your plans recordkeeper will establish accounts in Vanguard funds for the benefit of its clients. In such accounts, we cannot always monitor the trading activity of individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor participants trading activity with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries that establish accounts in the Vanguard funds will be asked to assess these fees on participant accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If a firm other than Vanguard serves as recordkeeper for your plan, please read that firms materials carefully to learn of any other rules or fees that may apply.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
58
No Cancellations
Vanguard will not accept your request to cancel any transaction request once processing has begun. Please be careful when placing a transaction request.
Proof of a Callers Authority
We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Account registration and address.
Fund name and account number, if applicable.
Other information relating to the caller, the account owner, or the account.
Uncashed Checks
Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Portfolio Holdings
Please consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
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60
Accessing Fund Information Online
Vanguard Online at Vanguard.com
Visit Vanguards education-oriented website for access to timely news and information about Vanguard funds and services and easy-to-use, interactive tools to help you create your own investment and retirement strategies.
CFA ® is a registered trademark owned by CFA Institute.
Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
Vanguard Sector Bond Index Funds are not sponsored, endorsed, issued, sold or promoted by Barclays Capital Inc. or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Sector Bond Index Funds or any member of the public regarding the advisability of investing in securities generally or in Vanguard Sector Bond Index Funds particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Sector Bond Index Funds with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Sector Bond Index Funds is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Sector Bond Index Funds or any owners or purchasers of the Vanguard Sector Bond Index Funds. Barclays has no obligation to take the needs of Vanguard, Vanguard Sector Bond Index Funds or the owners of Vanguard Sector Bond Index Funds into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Sector Bond Index Funds to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Sector Bond Index Funds.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD SECTOR BOND INDEX FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BARCLAYS INDICES , AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
© 2015 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2015 , Barclays. All rights reserved.
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Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Average Maturity. The average length of time until bonds held by a fund reach maturity and are repaid. In general, the longer the average maturity, the more a funds share price fluctuates in response to changes in market interest rates. In calculating average maturity, a fund uses a bonds maturity or, if applicable, an earlier date on which the advisor believes it is likely that a maturity-shortening device (such as a call, a put, a refunding, a prepayment, or a redemption provision or an adjustable coupon rate) will cause the bond to be repaid.
Bond. A debt security (IOU) issued by a corporation, a government, or a government agency in exchange for the money you lend it. In most instances, the issuer agrees to pay back the loan by a specific date and generally to make regular interest payments until that date.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Corporate Bond. An IOU issued by a business that wants to borrow money. As with other types of bonds, the issuer promises to repay the borrowed money by a specific date and generally to make interest payments in the meantime.
Coupon Rate. The interest rate paid by the issuer of a debt security until its maturity. It is expressed as an annual percentage of the face value of the security.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Face Value. The amount to be paid at a bonds maturity; also known as the par value or principal.
Fixed Income Security. An investment, such as a bond, representing a debt that must be repaid by a specified date, and on which the borrower must pay a fixed, variable, or floating rate of interest.
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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.
Government Bond. An IOU issued by the U.S. government or a government agency in exchange for the money you lend it. The issuer promises to repay the borrowed money by a specific date and generally to make regular interest payments until that date.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Investment-Grade Bond. A debt security whose credit quality is considered by independent bond-rating agencies, or through independent analysis conducted by a funds advisor, to be sufficient to ensure timely payment of principal and interest under current economic circumstances. Debt securities rated in one of the four highest rating categories are considered investment-grade. Other debt securities may be considered by an advisor to be investment-grade.
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.
Principal. The face value of a debt instrument or the amount of money put into an investment.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard ® > vanguard.com
For More Information
If you would like more information about Vanguard Sector Bond Index Funds, the following documents are available free upon request:
Annual/Semiannual Reports to Shareholders
Additional information about the Funds investments is available in the Funds annual and semiannual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Funds performance during their last fiscal year.
Statement of Additional Information (SAI)
The SAI provides more detailed information about the Funds and is incorporated by reference into (and thus legally a part of) this prospectus.
To receive a free copy of the latest annual or semiannual report or the SAI, or to request additional information about the Funds or other Vanguard funds, please visit vanguard.com or contact us as follows:
The Vanguard Group Participant Services P.O. Box 2900 Valley Forge, PA 19482-2900 Telephone: 800-523-1188
Text telephone for people with hearing impairment: 800-749-7273
Information Provided by the Securities and Exchange Commission (SEC)
You can review and copy information about the Funds (including the SAI) at the SECs Public Reference Room in Washington, DC. To find out more about this public service, call the SEC at 202-551-8090. Reports and other information about the Funds are also available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-07803
© 2015 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor.
I 1942 122015
Vanguard Russell 1000 Index Funds |
Prospectus |
December 22, 2015 |
Institutional Shares |
Vanguard Russell 1000 Index Fund Institutional Shares (VRNIX) |
Vanguard Russell 1000 Value Index Fund Institutional Shares (VRVIX) |
Vanguard Russell 1000 Growth Index Fund Institutional Shares (VRGWX) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
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. |
Vanguard Russell 1000 Index Fund
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 4 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 1000 ® Index. The Index is designed to measure the performance of large-capitalization stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund 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 betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
2
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –5.29%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 12.89% (quarter ended March 31, 2012), and the lowest return for a quarter was –14.69% (quarter ended September 30, 2011).
3
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
4
Vanguard Russell 1000 Value Index Fund
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization value stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
5
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 18 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 1000 ® Value Index. The Index is designed to measure the performance of large-capitalization value stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk , which is the chance that returns from large-capitalization value stocks will trail returns from the overall stock market. Large-cap value stocks tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
6
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –8.99%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 13.09% (quarter ended December 31, 2011), and the lowest return for a quarter was –16.24% (quarter ended September 30, 2011).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has managed the Fund since its inception in 2010 (co-managed since 2015) .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Russell 1000 Growth Index Fund
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization growth stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
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Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 20 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 1000 ® Growth Index. The Index is designed to measure the performance of large-capitalization growth stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
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 betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
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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 Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –1.61%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.66% (quarter ended March 31, 2012), and the lowest return for a quarter was –13.23% (quarter ended September 30, 2011).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has managed the Fund since its inception in 2010 (co-managed since 2015) .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus brokerage commissions and other transaction coststo a minimum compared with actively managed funds.
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More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. Each Fund also issues an exchange-traded class of shares (ETF Shares), which are offered through a separate prospectus.
Both share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote. Under normal circumstances, each Fund will invest at least 80% of its assets in the stocks that make up its target index. A Fund may change its 80% policy only upon 60 days notice to shareholders.
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Market Exposure
Each Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Each Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, each Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
U.S. Stock Market Returns | ||||
(19262014) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 12.0 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2014 . You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10% , average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Funds in particular.
Indexes that focus on growth stocks or value stocks will not necessarily perform in the same way as the broader S&P 500 Index. Both growth and value stocks have the potential at times to be more volatile than the broader markets.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors.
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The asset-weighted median market capitalization of each Funds stock holdings as of August 31, 2015, was:
Asset-Weighted Median | |
Vanguard Fund | Market Capitalization |
Russell 1000 Index | $ 56.6 billion |
Russell 1000 Value Index | 49.9 |
Russell 1000 Growth Index | 61.8 |
Each Fund is subject to investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from the overall stock market. Specific types of stocks tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
Plain Talk About Growth Funds and Value Funds |
Growth investing and value investing are two styles employed by stock-fund |
managers. Growth funds generally focus on stocks of companies believed to |
have above-average potential for growth in revenue, earnings, cash flow, or other |
similar criteria. These stocks typically have low dividend yields and above-average |
prices in relation to measures such as earnings and book value. Value funds |
typically emphasize stocks whose prices are below average in relation to those |
measures; these stocks often have above-average dividend yields. Value stocks |
also may remain undervalued by the market for long periods of time. Growth and |
value stocks have historically produced similar long-term returns, though each |
style has periods when it outperforms the other. |
Security Selection
Each Fund attempts to track the investment performance of a benchmark index that measures the return of a particular market segment. The Funds use the replication method of indexing, meaning that each Fund generally holds the same stocks as its target index and in approximately the same proportions.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
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Each Fund may invest in foreign securities to the extent necessary to carry out its investment strategy of holding all, or substantially all, of the stocks that make up the index it tracks. It is not expected that any Fund will invest more than 5% of its assets in foreign securities.
To track their target indexes as closely as possible, the Funds attempt to remain fully invested in stocks. To help stay fully invested and to reduce transaction costs, the Funds may invest, to a limited extent, in derivatives, including stock futures. The Funds may also use derivatives such as total return swaps to obtain exposure to a stock, a basket of stocks, or an index. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Funds to risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes. The Funds will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is
17
shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
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Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index. Turnover rates for large-cap stock index funds tend to be low because large-cap indexes typically do not change significantly from year to year. The Financial Highlights section of this prospectus shows historical turnover rates for each Fund. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for domestic stock funds was approximately 65%, as reported by Morningstar, Inc., on August 31, 2015.
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that brokerage |
commissions and other transaction costs will have on its return. Also, funds with |
high turnover rates may be more likely to generate capital gains, including short- |
term capital gains, that must be distributed to shareholders as taxable income. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
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Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Equity Index Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015 , the advisory expenses represented an effective annual rate of 0.02% of each Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31 .
The managers primarily responsible for the day-to-day management of the Funds are:
Michael A. Johnson , Portfolio Manager at Vanguard. He has been with Vanguard since 1999; has worked in investment management since 2007; has managed investment portfolios, including the Russell 1000 Value Index Fund and the Russell 1000 Growth Index Fund, since the Funds inceptions in 2010 (co-managed since 2015); and co-managed the Russell 1000 Index Fund since 2015 . Education: B.S.B.A., Shippensburg University.
Walter Nejman , Portfolio Manager at Vanguard. He has been with Vanguard since 2005; has worked in investment management since 2008; and has co-managed the Russell 1000 Index, Russell 1000 Value Index, and Russell 1000 Growth Index Funds since 2015. Education: B.A., Arcadia University; M.B.A., Villanova University .
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The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are distributed quarterly in March, June, September, and December; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
and dividends as well as capital gains from the funds sale of investments. |
Income consists of both the dividends that the fund earns from any stock |
holdings and the interest it receives from any money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all of your distributions. In addition, investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
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Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
Plain Talk About Buying a Dividend |
Unless you are investing through a tax-deferred retirement account (such as an |
IRA), you should consider avoiding a purchase of fund shares shortly before the |
fund makes a distribution, because doing so can cost you money in taxes. This is |
known as buying a dividend. For example: On December 15, you invest $5,000, |
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
December 16, its share price will drop to $19 (not counting market change). You |
still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
a funds distribution schedule before you invest. |
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General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Similarly, Vanguard must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States . Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange
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rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Russell 1000 Index Funds Institutional Shares as an |
example. The Institutional Shares began fiscal year 2015 with a net asset value |
(share price) of $ 179.58 per share. During the year, each Institutional Share |
earned $ 3.329 from investment income (interest and dividends). There was a |
decline of $2.641 per share in the value of investments held or sold by the Fund, |
resulting in a net gain of $0.688 per share from investment operations . |
Shareholders received $ 3.278 per share in the form of dividend distributions. A |
portion of each years distributions may come from the prior years income or |
capital gains. |
The share price at the end of the year was $ 176.99 , reflecting earnings of $ 0.688 |
per share and distributions of $ 3.278 per share. This was a decrease of $ 2.59 per |
share (from $ 179.58 at the beginning of the year to $1 76.99 at the end of the |
year). For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.33 % for the year. |
As of August 31, 2015 , the Institutional Shares had approximately $ 1.3 billion in |
net assets. For the year, the expense ratio was 0.08 % ($ 0.80 per $1,000 of net |
assets), and the net investment income amounted to 1.88 % of average net |
assets. The Fund sold and replaced securities valued at 4 % of its net assets. |
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms , and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See
Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares To open and maintain an account. $5 million.
Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.
Vanguard may charge additional recordkeeping fees for institutional clients whose accounts are recordkept by Vanguard. Please contact your Vanguard representative to determine whether additional recordkeeping fees apply to your account.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
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Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for Funds in this prospectus), see Additional Information .
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares .
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net
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asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order .
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money
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orders. In addition, Vanguard may refuse starter checks and checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Converting Shares
If you convert from Institutional Shares to ETF Shares, the transaction will be based on the respective NAVs of the separate share classes on the trade date of the conversion.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Conversions to ETF Shares
Owners of conventional shares (i.e., not exchange-traded shares) issued by a Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
ETF Shares must be held in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account.
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This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm.
Vanguard Brokerage does not impose a fee on conversions from conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege. For additional information on converting conventional shares to ETF Shares, please contact Vanguard to obtain a prospectus for ETF Shares. See Contacting Vanguard .
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations , and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard .
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard .
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares .
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By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check , exchange , or wire : If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan : Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for
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automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order .
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
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Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares .
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
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Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online ® .
Discretionary transactions through Vanguard Asset Management Services , Vanguard Personal Advisor Services ® , and Vanguard Institutional Advisory Services ® .
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
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For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30 -day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that
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Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard .
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com , you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account ® . To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
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Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Written instructions also must generally include:
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares , Converting Shares , Redeeming Shares, and
Exchanging Shares . Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
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Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent - Trading Limitations Accounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Low-Balance Accounts
Each Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter,
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impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are deemed to be in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
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Tax Information Statements
For most accounts, we are required to provide annual tax forms to assist you in preparing your income tax returns. We will send (or provide through our website, whichever you prefer) tax forms for each calendar year early in the following year. Registered users of vanguard.com can also view these forms through our website. Vanguard may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard .
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Russell 1000 Index Funds twice a year, in April and October. These reports include overviews of the financial markets and provide the following specific Fund information:
Portfolio Holdings
P lease consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
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Contacting Vanguard Web Vanguard.com |
For the most complete source of Vanguard news For fund, account, and service information For most account transactions For literature requests 24 hours a day, 7 days a week |
Phone Vanguard Tele-Account ® 800-662-6273 |
For automated fund and account information Toll-free, 24 hours a day, 7 days a week |
Investor Information 800-662-7447 (Text telephone for people with hearing impairment at 800-749-7273) Client Services 800-662-2739 (Text telephone for people with hearing impairment at 800-749-7273) Institutional Division 888-809-8102 Financial Advisor and Intermediary Sales Support 800-997-2798 |
For fund and service information For literature requests For account information For most account transactio ns For information and services for large institutional investo rs For information and services for financial intermediaries including financial advisors, broker-dealers, trust institutions, and insurance compani es |
Financial Advisory and Intermediary Trading Support 800-669-0498 |
For account information and trading support for financial intermediaries including financial advisors, broker-dealers, trust institutions, and insurance compani es |
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) |
The Vanguard Group P.O. Box 1110 Valley Forge, PA 19482-1110 |
Regular Mail (Institutions and Intermediaries) |
The Vanguard Group P.O. Box 2900 Valley Forge, PA 19482-2900 |
Registered, Express, or Overnight Mail |
The Vanguard Group 455 Devon Park Drive Wayne, PA 19087-1815 |
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Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
The Products are not sponsored, endorsed, sold or promoted by Frank Russell Company (Russell). Russell makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of investing in securities generally or in the Products particularly or the ability of the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes to track general stock market performance or a segment of the same. Russells publication of the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes are based. Russells only relationship to The Vanguard Group, Inc. is the licensing of certain trademarks and trade names of Russell and of the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes which are determined, composed and calculated by Russell without regard to The Vanguard Group, Inc. or the Products. Russell is not responsible for and has not reviewed the Products nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell has no obligation or liability in connection with the administration, marketing or trading of the Products.
Russell makes no representation, warranty or guarantee as to the accuracy, completeness, reliability or otherwise of the Russell Indexes or any data included in the Russell Indexes. Russell does not guarantee the accuracy and/or the completeness of the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes or any data included therein and Russell shall have no liability for any errors, omissions, or interruptions therein. Russell makes no warranty, express or implied, as to the use of or results to be obtained by The Vanguard Group, Inc., investors, owners of the Products, or any other person or entity from the use of the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes or any data included therein. Russell makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Russell 1000, Russell 1000 Value, and Russell 1000 Growth Indexes or any data included therein. Without limiting any of the foregoing, in no event shall Russell have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
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Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Vanguard Russell 2000 Index Funds |
Prospectus |
December 22, 2015 |
Institutional Shares |
Vanguard Russell 2000 Index Fund Institutional Shares (VRTIX) |
Vanguard Russell 2000 Value Index Fund Institutional Shares (VRTVX) |
Vanguard Russell 2000 Growth Index Fund Institutional Shares (VRTGX) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
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. |
Vanguard Russell 2000 Index Fund
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 17 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 2000 ® Index. The Index is designed to measure the performance of small-capitalization stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk , which is the chance that returns from small-capitalization stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
2
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –7.69%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.44% (quarter ended December 31, 2011), and the lowest return for a quarter was –21.86% (quarter ended September 30, 2011).
3
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
4
Vanguard Russell 2000 Value Index Fund
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization value stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
5
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 28 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 2000 ® Value Index. The Index is designed to measure the performance of small-capitalization value stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk, which is the chance that returns from small-capitalization value stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
6
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown . The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –10.07%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 11.59% (quarter ended March 31, 2013), and the lowest return for a quarter was –8.58% (quarter ended September 30, 2014).
7
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
8
Vanguard Russell 2000 Growth Index Fund
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization growth stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
9
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 34 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 2000 ® Growth Index. The Index is designed to measure the performance of small-capitalization growth stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk , which is the chance that returns from small-capitalization growth stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
10
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –5.37%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 13.32% (quarter ended March 31, 2012), and the lowest return for a quarter was –6.04% (quarter ended September 30, 2014).
11
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
12
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus brokerage commissions and other transaction coststo a minimum compared with actively managed funds.
13
More on the Funds
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. Each Fund also issues an exchange-traded class of shares (ETF Shares), which are offered through a separate prospectus.
Both share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote. Under normal circumstances, each Fund will invest at least 80% of its assets in the stocks that make up its target index. A Fund may change its 80% policy only upon 60 days notice to shareholders.
14
Market Exposure
Each Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Each Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, each Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
U.S. Stock Market Returns | ||||
(19262014) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 12.0 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2014 . You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10% , average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Funds in particular.
Keep in mind that the S&P 500 Index tracks mainly large-cap stocks. Historically, small-cap stocks (such as those held by the Funds) have been more volatile thanand at times have performed quite differently fromthe large-cap stocks of the S&P 500 Index.
Similarly, indexes that focus on growth stocks or value stocks will not necessarily perform in the same way as the broader S&P 500 Index. Both growth and value stocks have the potential at times to be more volatile than the broader markets.
15
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors.
The asset-weighted median market capitalization of each Funds stock holdings as of August 31, 2015, was:
Asset-Weighted Median | |
Vanguard Fund | Market Capitalization |
Russell 2000 Index | $1.7 billion |
Russell 2000 Value Index | 1.5 |
Russell 2000 Growth Index | 1.9 |
Each Fund is subject to investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
Plain Talk About Growth Funds and Value Funds
Growth investing and value investing are two styles employed by stock-fund managers. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in revenue, earnings, cash flow, or other similar criteria. These stocks typically have low dividend yields and above-average prices in relation to measures such as earnings and book value. Value funds typically emphasize stocks whose prices are below average in relation to those measures; these stocks often have above-average dividend yields. Value stocks also may remain undervalued by the market for long periods of time. Growth and value stocks have historically produced similar long-term returns, though each style has periods when it outperforms the other.
16
Security Selection
Each Fund attempts to track the investment performance of a benchmark index that measures the return of a particular market segment. The Funds use the replication method of indexing, meaning that each Fund generally holds the same stocks as its target index and in approximately the same proportions.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Each Fund may invest in foreign securities to the extent necessary to carry out its investment strategy of holding all, or substantially all, of the stocks that make up the index it tracks. It is not expected that any Fund will invest more than 5% of its assets in foreign securities.
To track their target indexes as closely as possible, the Funds attempt to remain fully invested in stocks. To help stay fully invested and to reduce transaction costs, the Funds may invest, to a limited extent, in derivatives, including stock futures. The Funds may also use derivatives such as total return swaps to obtain exposure to a stock, a basket of stocks, or an index. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Funds to risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes. The Funds will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund
17
may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans
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recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index. Turnover rates for mid-cap and small-cap stock index funds tend to be higher than those for large-cap stock index funds (although still relatively low, compared with actively managed stock funds) because the indexes they track are more likely to change as a result of companies merging, growing, or failing. The Financial Highlights section of this prospectus shows historical turnover rates for each Fund. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for domestic stock funds was approximately 65%, as reported by Morningstar, Inc., on August 31, 2015.
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that brokerage |
commissions and other transaction costs will have on its return. Also, funds with |
high turnover rates may be more likely to generate capital gains, including short- |
term capital gains, that must be distributed to shareholders as taxable income. |
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The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Equity Index Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015, the advisory expenses represented an effective annual rate of 0.02% of the Russell 2000 Index Funds and Russell 2000 Growth Index Funds average net assets and an effective annual rate of 0.01% of the Russell 2000 Value Index Funds average net assets.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31.
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The managers primarily responsible for the day-to-day management of the Funds are:
Michael A. Johnson , Portfolio Manager at Vanguard. He has been with Vanguard since 1999, has worked in investment management since 2007, has managed investment portfolios since 2010, and has co-managed the Funds since 2015. Education: B.S.B.A., Shippensburg University .
Walter Nejman , Portfolio Manager at Vanguard. He has been with Vanguard since 2005, has worked in investment management since 2008, and has co-managed the Funds since 2015. Education: B.A., Arcadia University; M.B.A., Villanova University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends are generally distributed quarterly in March, June, September, and December; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
and dividends as well as capital gains from the funds sale of investments. |
Income consists of both the dividends that the fund earns from any stock |
holdings and the interest it receives from any money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
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Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all of your distributions. In addition, investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
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Plain Talk About Buying a Dividend |
Unless you are investing through a tax-deferred retirement account (such as an |
IRA), you should consider avoiding a purchase of fund shares shortly before the |
fund makes a distribution, because doing so can cost you money in taxes. This is |
known as buying a dividend. For example: On December 15, you invest $5,000, |
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
December 16, its share price will drop to $19 (not counting market change). You |
still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
a funds distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Similarly, Vanguard must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Funds offered in this prospectus, are not widely available outside the United States . Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing
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the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with each Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Russell 2000 Index Funds Institutional Shares as an |
example. The Institutional Shares began fiscal year 2015 with a net asset value |
(share price) of $ 179.29 per share. During the year, each Institutional Share |
earned $ 2.453 from investment income (interest and dividends). There was a |
decline of $2.212 per share in the value of investments held or sold by the Fund, |
resulting in a net gain of $0.241 per share from investment operations . |
Shareholders received $ 2.131 per share in the form of dividend distributions. A |
portion of each years distributions may come from the prior years income or |
capital gains. |
The share price at the end of the year was $ 177.40 , reflecting earnings of $ 0.241 |
per share and distributions of $ 2.131 per share. This was a decrease of $ 1.89 per |
share (from $ 179.29 at the beginning of the year to $ 177.40 at the end of the |
year). For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.11 % for the year. |
As of August 31, 2015 , the Institutional Shares had approximately $ 528 million in |
net assets. For the year, the expense ratio was 0.08 % ($ 0.80 per $1,000 of net |
assets), and the net investment income amounted to 1.35 % of average net |
assets. The Fund sold and replaced securities valued at 17 % of its net assets. |
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Russell 2000 Value Index Fund Institutional Shares | ||||
July 13, | ||||
2012 1 to | ||||
Year Ended August 31, | ||||
Aug. 31, | ||||
For a Share Outstanding Throughout Each Period | 2015 | 2014 | 2013 | 2012 |
Net Asset Value, Beginning of Period | $173.15 | $148.87 | $122.12 | $120.40 |
Investment Operations | ||||
Net Investment Income | 3.195 | 2.724 | 3.360 | .276 2 |
Net Realized and Unrealized Gain (Loss) | ||||
on Investments | (11.619 ) | 24.103 | 25.888 | 1.444 |
Total from Investment Operations | (8.424 ) | 26.827 | 29.248 | 1.720 |
Distributions | ||||
Dividends from Net Investment Income | (3.136 ) | (2.547) | (2.498) | — |
Distributions from Realized Capital Gains | — | — | — | — |
Total Distributions | (3.136 ) | (2.547) | (2.498) | — |
Net Asset Value, End of Period | $161.59 | $173.15 | $148.87 | $122.12 |
Total Return | –4.97% | 18.07% | 24.29% | 1.43% |
Ratios/Supplemental Data | ||||
Net Assets, End of Period (Millions) | $71 | $82 | $51 | $6 |
Ratio of Total Expenses to Average Net Assets | 0.08% | 0.08% | 0.08% | 0.08% 3 |
Ratio of Net Investment Income to | ||||
Average Net Assets | 1.92% | 1.95% | 2.24% | 2.14% 3 |
Portfolio Turnover Rate 4 | 28% | 36% | 60% | 40% |
1 | Inception. |
2 | Calculated based on average shares outstanding. |
3 | Annualized. |
4 | Excludes the value of portfolio securities received or delivered as a result of in-kind purchases or redemptions of the Fund’s capital shares, including ETF Creation Units. |
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms , and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See
Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares To open and maintain an account. $5 million.
Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.
Vanguard may charge additional recordkeeping fees for institutional clients whose accounts are recordkept by Vanguard. Please contact your Vanguard representative to determine whether additional recordkeeping fees apply to your account.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
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Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (e.g., Vanguardxx). For a list of Fund numbers (for Funds in this prospectus), see Additional Information .
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares .
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net
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asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order .
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money
31
orders. In addition, Vanguard may refuse starter checks and checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Converting Shares
If you convert from Institutional Shares to ETF Shares, the transaction will be based on the respective NAVs of the separate share classes on the trade date of the conversion.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Conversions to ETF Shares
Owners of conventional shares (i.e., not exchange-traded shares) issued by a Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
ETF Shares must be held in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account.
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This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm.
Vanguard Brokerage does not impose a fee on conversions from conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege. For additional information on converting conventional shares to ETF Shares, please contact Vanguard to obtain a prospectus for ETF Shares. See Contacting Vanguard .
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations , and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard .
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard .
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares .
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By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check , exchange , or wire : If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan : Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for
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automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order .
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
35
Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares .
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
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Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online ® .
Discretionary transactions through Vanguard Asset Management Services , Vanguard Personal Advisor Services ® , and Vanguard Institutional Advisory Services ® .
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
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For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30 -day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that
38
Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard .
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com , you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account ® . To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
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Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Written instructions also must generally include:
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares , Converting Shares , Redeeming Shares, and
Exchanging Shares . Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
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Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent - Trading Limitations Accounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Low-Balance Accounts
Each Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter,
41
impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a 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 deemed to be in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
42
Tax Information Statements
For most accounts, we are required to provide annual tax forms to assist you in preparing your income tax returns. We will send (or provide through our website, whichever you prefer) tax forms for each calendar year early in the following year. Registered users of vanguard.com can also view these forms through our website. Vanguard may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard .
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Russell 2000 Index Funds twice a year, in April and October. These reports include overviews of the financial markets and provide the following specific Fund information:
Portfolio Holdings
P lease consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
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Contacting Vanguard | |
Web | |
Vanguard.com | For the most complete source of Vanguard news |
For fund, account, and service information | |
For most account transactions | |
For literature requests | |
24 hours a day, 7 days a week | |
Phone | |
Vanguard Tele-Account ® 800-662-6273 | For automated fund and account information |
Toll-free, 24 hours a day, 7 days a week | |
Investor Information 800-662-7447 | For fund and service information |
(Text telephone for people with hearing | For literature requests |
impairment at 800-749-7273) | |
Client Services 800-662-2739 | For account information |
(Text telephone for people with hearing | For most account transactio ns |
impairment at 800-749-7273) | |
Institutional Division | For information and services for large institutional investo rs |
888-809-8102 | |
Financial Advisor and Intermediary | For information and services for financial intermediaries |
Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
and insurance compani es | |
Financial Advisory and Intermediary | For account information and trading support for financial |
Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
trust institutions, and insurance compani es |
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) | The Vanguard Group |
P.O. Box 1110 | |
Valley Forge, PA 19482-1110 | |
Regular Mail (Institutions and Intermediaries) | The Vanguard Group |
P.O. Box 2900 | |
Valley Forge, PA 19482-2900 | |
Registered, Express, or Overnight Mail | The Vanguard Group |
455 Devon Park Drive | |
Wayne, PA 19087-1815 |
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Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
The Products are not sponsored, endorsed, sold or promoted by Frank Russell Company (Russell). Russell makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of investing in securities generally or in the Products particularly or the ability of the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes to track general stock market performance or a segment of the same. Russells publication of the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes are based. Russells only relationship to The Vanguard Group, Inc. is the licensing of certain trademarks and trade names of Russell and of the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes which are determined, composed and calculated by Russell without regard to The Vanguard Group, Inc. or the Products. Russell is not responsible for and has not reviewed the Products nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell has no obligation or liability in connection with the administration, marketing or trading of the Products.
Russell makes no representation, warranty or guarantee as to the accuracy, completeness, reliability or otherwise of the Russell Indexes or any data included in the Russell Indexes. Russell does not guarantee the accuracy and/or the completeness of the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes or any data included therein and Russell shall have no liability for any errors, omissions, or interruptions therein. Russell makes no warranty, express or implied, as to the use of or results to be obtained by The Vanguard Group, Inc., investors, owners of the Products, or any other person or entity from the use of the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes or any data included therein. Russell makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Russell 2000, Russell 2000 Value, and Russell 2000 Growth Indexes or any data included therein. Without limiting any of the foregoing, in no event shall Russell have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
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Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Vanguard Russell 3000 Index Fund |
Prospectus |
December 22, 2015 |
Institutional Shares |
Vanguard Russell 3000 Index Fund Institutional Shares (VRTTX) |
This prospectus contains financial data for the Fund through the fiscal year ended August 31, 2015 . |
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. |
Fund Summary
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of the broad U.S. stock market.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold Institutional Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s Institutional Shares with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$8 | $26 | $45 | $103 |
1
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 4 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 3000 ® Index, which represents approximately 98% of the U.S. equity market and comprises the 3,000 largest companies in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range . The Fund is subject to the following risk, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds Institutional Shares has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Institutional Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
2
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –5.49%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 12.84% (quarter ended March 31, 2012), and the lowest return for a quarter was –15.29% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
3
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website (vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Institutional Shares is $5 million. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
4
Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus brokerage commissions and other transaction coststo a minimum compared with actively managed funds.
5
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million. The Fund also issues an exchange-traded class of shares (ETF Shares), which are offered through a separate prospectus.
Both share classes offered by the Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Funds board of trustees, which oversees the Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Funds investment objective is not fundamental and may be changed without a shareholder vote. Under normal circumstances, the Fund will invest at least 80% of its assets in the stocks that make up its target index. The Fund may change its 80% policy only upon 60 days notice to shareholders.
6
Market Exposure
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
U.S. Stock Market Returns | ||||
(19262014) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 12.0 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2014 . You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10% , average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.
Keep in mind that the S&P 500 Index tracks mainly large-cap stocks. Historically, small- and mid-cap stocks have been more volatile thanand at times have performed quite differently fromthe large-cap stocks of the S&P 500 Index.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of the Funds stock holdings as of August 31, 2015 , was $47.2 billion.
7
Security Selection
The Fund attempts to track the investment performance of a benchmark index that measures the return of the overall stock market. The Fund uses the replication method of indexing, meaning that it generally holds the same stocks as its target index and in approximately the same proportions.
Other Investment Policies and Risks
The Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
The Fund may invest in foreign securities to the extent necessary to carry out its investment strategy of holding all, or substantially all, of the stocks that make up the index it tracks. It is not expected that the Fund will invest more than 5% of its assets in foreign securities.
To track its target index as closely as possible, the Fund attempts to remain fully invested in stocks. To help stay fully invested and to reduce transaction costs, the Fund may invest, to a limited extent, in derivatives, including stock futures. The Fund may also use derivatives such as total return swaps to obtain exposure to a stock, a basket of stocks, or an index. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund
8
may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account.
9
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index. Turnover rates for large-cap stock index funds tend to b e low because large-cap indexes typically do not change significantly from year to year. Turnover rates for mid-cap and small-cap stock index funds tend to be higher than those for large-cap stock index funds (although still relatively low, compared with actively managed stock funds) because the indexes they track are more likely to change as a result of companies merging, growing, or failing. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had so ld and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for domestic stock funds was approximately 65%, as reported by Morningstar, Inc., on August 31, 2015.
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that brokerage |
commissions and other transaction costs will have on its return. Also, funds with |
high turnover rates may be more likely to generate capital gains, including short- |
term capital gains, that must be distributed to shareholders as taxable income. |
10
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Fund through its Equity Index Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Fund on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Fund.
For the fiscal year ended August 31, 2015 , the advisory expenses represented an effective annual rate of 0.02% of the Funds average net assets.
For a discussion of why the board of trustees approved the Funds investment advisory arrangement, see the most recent annual report to shareholders covering the fiscal year ended August 31.
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The managers primarily responsible for the day-to-day management of the Fund are:
Michael A. Johnson , Portfolio Manager at Vanguard. He has been with Vanguard since 1999, has worked in investment management since 2007, has managed investment portfolios since 2010, and has co-managed the Fund since 2015. Education: B.S.B.A., Shippensburg University .
Walter Nejman , Portfolio Manager at Vanguard. He has been with Vanguard since 2005, has worked in investment management since 2008, and has co-managed the Fund since 2015. Education: B.A., Arcadia University; M.B.A., Villanova University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are distributed quarterly in March, June, September, and December; capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
and dividends as well as capital gains from the funds sale of investments. |
Income consists of both the dividends that the fund earns from any stock |
holdings and the interest it receives from any money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
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Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all of your distributions. In addition, investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
complete your tax return.
Any conversion between classes of shares of the same fund is a nontaxable event. By contrast, an exchange between classes of shares of different funds is a taxable event.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
13
Plain Talk About Buying a Dividend |
Unless you are investing through a tax-deferred retirement account (such as an |
IRA), you should consider avoiding a purchase of fund shares shortly before the |
fund makes a distribution, because doing so can cost you money in taxes. This is |
known as buying a dividend. For example: On December 15, you invest $5,000, |
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
December 16, its share price will drop to $19 (not counting market change). You |
still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
a funds distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Similarly, Vanguard must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States . Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing
14
the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
15
Financial Highlights
The following financial highlights table is intended to help you understand the Institutional Shares financial performance for the periods shown, and certain information reflects financial results for a single Institutional Share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Institutional Shares (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Table |
The Institutional Shares began fiscal year 2015 with a net asset value (share price) |
of $ 179.64 per share. During the year, each Institutional Share earned $ 3.318 |
from investment income (interest and dividends). There was a decline of $ 2.689 |
per share in the value of investments held or sold by the Fund, resulting in a net |
gain of $ 0.629 per share from investment operations. |
Shareholders received $ 3.289 per share in the form of dividend distributions. A |
portion of each years distributions may come from the prior years income or |
capital gains. |
The share price at the end of the year was $ 176.98 , reflecting earnings of $ 0.629 |
per share and distributions of $ 3.289 per share. This was a decrease of $ 2.66 per |
share (from $ 179.64 at the beginning of the year to $ 176.98 at the end of the |
year). For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.30 % for the year. |
As of August 31, 2015, the Institutional Shares had approximately $ 788 million in |
net assets. For the year, the expense ratio was 0.08 % ($ 0.80 per $1,000 of net |
assets), and the net investment income amounted to 1.83 % of average net |
assets. The Fund sold and replaced securities valued at 4 % of its net assets. |
16
17
Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms , and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See
Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open, convert shares to, or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums for Institutional Shares To open and maintain an account. $5 million.
Certain Vanguard institutional clients may meet the minimum investment amount by aggregating separate accounts within the same Fund. This aggregation policy does not apply to financial intermediaries.
Vanguard may charge additional recordkeeping fees for institutional clients whose accounts are recordkept by Vanguard. Please contact your Vanguard representative to determine whether additional recordkeeping fees apply to your account.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
18
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard1854).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares .
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net
19
asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order .
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money
20
orders. In addition, Vanguard may refuse starter checks and checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Converting Shares
If you convert from Institutional Shares to ETF Shares, the transaction will be based on the respective NAVs of the separate share classes on the trade date of the conversion.
Vanguard will not accept your request to cancel any self-directed conversion request once processing has begun. Please be careful when placing a conversion request.
A conversion between share classes of the same fund is a nontaxable event.
Conversions to ETF Shares
Owners of conventional shares (i.e., not exchange-traded shares) issued by the Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
ETF Shares must be held in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account.
21
This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm.
Vanguard Brokerage does not impose a fee on conversions from conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege. For additional information on converting conventional shares to ETF Shares, please contact Vanguard to obtain a prospectus for ETF Shares. See Contacting Vanguard .
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations , and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard .
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard .
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares .
22
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check , exchange , or wire : If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan : Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for
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automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order .
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase. This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
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Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares .
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
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Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online ® .
Discretionary transactions through Vanguard Asset Management Services , Vanguard Personal Advisor Services ® , and Vanguard Institutional Advisory Services ® .
types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
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For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30 -day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that
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Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard .
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com , you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account ® . To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Written instructions also must generally include:
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, conversion, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares , Converting Shares , Redeeming Shares, and
Exchanging Shares . Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
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Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent - Trading Limitations Accounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter,
30
impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are deemed to be in the best interest of a fund.
Share Classes
Vanguard reserves the right, without notice, to change the eligibility requirements of its share classes, including the types of clients who are eligible to purchase each share class.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, exchange, or convert shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, transfers, and conversions for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
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Tax Information Statements
For most accounts, we are required to provide annual tax forms to assist you in preparing your income tax returns. We will send (or provide through our website, whichever you prefer) tax forms for each calendar year early in the following year. Registered users of vanguard.com can also view these forms through our website. Vanguard may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard .
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Russell 3000 Index Fund twice a year, in April and October. These reports include overviews of the financial markets and provide the following specific Fund information:
Portfolio Holdings
P lease consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Funds portfolio holdings.
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Contacting Vanguard | |
Web | |
Vanguard.com | For the most complete source of Vanguard news |
For fund, account, and service information | |
For most account transactions | |
For literature requests | |
24 hours a day, 7 days a week | |
Phone | |
Vanguard Tele-Account ® 800-662-6273 | For automated fund and account information |
Toll-free, 24 hours a day, 7 days a week | |
Investor Information 800-662-7447 | For fund and service information |
(Text telephone for people with hearing | For literature requests |
impairment at 800-749-7273) | |
Client Services 800-662-2739 | For account information |
(Text telephone for people with hearing | For most account transactio ns |
impairment at 800-749-7273) | |
Institutional Division | For information and services for large institutional investo rs |
888-809-8102 | |
Financial Advisor and Intermediary | For information and services for financial intermediaries |
Sales Support 800-997-2798 | including financial advisors, broker-dealers, trust institutions, |
and insurance compani es | |
Financial Advisory and Intermediary | For account information and trading support for financial |
Trading Support 800-669-0498 | intermediaries including financial advisors, broker-dealers, |
trust institutions, and insurance compani es |
Vanguard Addresses
Please be sure to use the correct address. Use of an incorrect address could delay the processing of your transaction.
Regular Mail (Individuals) | The Vanguard Group |
P.O. Box 1110 | |
Valley Forge, PA 19482-1110 | |
Regular Mail (Institutions and Intermediaries) | The Vanguard Group |
P.O. Box 2900 | |
Valley Forge, PA 19482-2900 | |
Registered, Express, or Overnight Mail | The Vanguard Group |
455 Devon Park Drive | |
Wayne, PA 19087-1815 |
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Additional Information | ||||
Inception | Newspaper | Vanguard | CUSIP | |
Date | Abbreviation | Fund Number | Number | |
Russell 3000 Index Fund | ||||
Institutional Shares | 11/1/2010 | Russ3000IdxInst | 1854 | 92206C581 |
Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
The Product is not sponsored, endorsed, sold or promoted by Frank Russell Company (Russell). Russell makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the Russell 3000 Index to track general stock market performance or a segment of the same. Russells publication of the Russell 3000 Index in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell 3000 Index is based. Russells only relationship to The Vanguard Group, Inc. is the licensing of certain trademarks and trade names of Russell and of the Russell 3000 Index which is determined, composed and calculated by Russell without regard to The Vanguard Group, Inc. or the Product. Russell is not responsible for and has not reviewed the Product nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell has no obligation or liability in connection with the administration, marketing or trading of the Product.
Russell makes no representation, warranty or guarantee as to the accuracy, completeness, reliability or otherwise of the Russell Indexes or any data included in the Russell Indexes. Russell does not guarantee the accuracy and/or the completeness of the Russell 3000 Index or any data included therein and Russell shall have no liability for any errors, omissions, or interruptions therein. Russell makes no warranty, express or implied, as to the use of or results to be obtained by The Vanguard Group, Inc., investors, owners of the Product, or any other person or entity from the use of the Russell 3000 Index or any data included therein. Russell makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Russell 3000 Index or any data included therein. Without limiting any of the foregoing, in no event shall Russell have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
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Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Common Stock. A security representing ownership rights in a corporation.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Vanguard Russell ETFs |
Prospectus |
December 22, 2015 |
Exchange-traded fund shares that are not individually redeemable and are listed |
on Nasdaq |
Vanguard Russell 1000 Index Fund ETF Shares (VONE) |
Vanguard Russell 1000 Value Index Fund ETF Shares (VONV) |
Vanguard Russell 1000 Growth Index Fund ETF Shares (VONG) |
Vanguard Russell 2000 Index Fund ETF Shares (VTWO) |
Vanguard Russell 2000 Value Index Fund ETF Shares (VTWV) |
Vanguard Russell 2000 Growth Index Fund ETF Shares (VTWG) |
Vanguard Russell 3000 Index Fund ETF Shares (VTHR) |
This prospectus contains financial data for the Funds through the fiscal year ended August 31, 2015 . |
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. |
Vanguard Russell 1000 ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$12 | $39 | $68 | $154 |
1
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 4 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 1000 ® Index. The Index is designed to measure the performance of large-capitalization stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund 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 betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
2
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
3
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –5.33%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 12.88% (quarter ended March 31, 2012), and the lowest return for a quarter was –14.69% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After
4
Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Russell 1000 Value ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization value stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Funds ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Funds shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$12 | $39 | $68 | $154 |
6
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 18 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 1000 ® Value Index. The Index is designed to measure the performance of large-capitalization value stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk , which is the chance that returns from large-capitalization value stocks will trail returns from the overall stock market. Large-cap value stocks tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
7
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
8
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –9.02%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 13.07% (quarter ended December 31, 2011), and the lowest return for a quarter was –16.25% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After
9
Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has managed the Fund since its inception in 2010 (co-managed since 2015) .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
10
Vanguard Russell 1000 Growth ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of large-capitalization growth stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$12 | $39 | $68 | $154 |
11
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 20 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 1000 ® Growth Index. The Index is designed to measure the performance of large-capitalization growth stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
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 betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
12
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
13
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –1.65%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.64% (quarter ended March 31, 2012), and the lowest return for a quarter was –13.23% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After
14
Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has managed the Fund since its inception in 2010 (co-managed since 2015) .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
15
Vanguard Russell 2000 ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$15 | $48 | $85 | $192 |
16
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 17 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 2000 ® Index. The Index is designed to measure the performance of small-capitalization stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk , which is the chance that returns from small-capitalization stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
17
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
18
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –7.75%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.42% (quarter ended December 31, 2011), and the lowest return for a quarter was –21.86% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After
19
Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015.
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000 .
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
20
Vanguard Russell 2000 Value ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization value stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Funds ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Funds shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$20 | $64 | $113 | $255 |
21
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 28 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 2000 ® Value Index. The Index is designed to measure the performance of small-capitalization value stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk, which is the chance that returns from small-capitalization value stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
22
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
23
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –10.17%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 15.87% (quarter ended December 31, 2011), and the lowest return for a quarter was –21.42% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After
24
Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015.
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000 .
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
25
Vanguard Russell 2000 Growth ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of small-capitalization growth stocks in the United States.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$20 | $64 | $113 | $255 |
26
This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 34 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 2000 ® Growth Index. The Index is designed to measure the performance of small-capitalization growth stocks in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Investment style risk , which is the chance that returns from small-capitalization growth stocks will trail returns from the overall stock market. Historically, small-cap stocks have been more volatile in price than the large-cap stocks that dominate the overall market, and they often perform quite differently. Small companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
27
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
Trading of the Funds ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Funds ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Funds ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Funds target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Funds past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
28
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –5.46%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.92% (quarter ended December 31, 2011), and the lowest return for a quarter was –22.29% (quarter ended September 30, 2011).
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After
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Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000 .
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Vanguard Russell 3000 ETF
Investment Objective
The Fund seeks to track the performance of a benchmark index that measures the investment return of the broad U.S. stock market.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold ETF Shares of the Fund.
The following example is intended to help you compare the cost of investing in the Fund’s ETF Shares with the cost of investing in other funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Shares provide a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$15 | $48 | $85 | $192 |
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This example does not include the brokerage commissions that you may pay to buy and sell ETF Shares of the Fund.
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 4 % of the average value of its portfolio.
Principal Investment Strategies
The Fund employs an indexing investment approach designed to track the performance of the Russell 3000 ® Index, which represents approximately 98% of the U.S. equity market and comprises the 3,000 largest companies in the United States. 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.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Funds share price and total return to fluctuate within a wide range . The Fund is subject to the following risk, which could affect the Funds performance:
Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. In addition, the Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
Because ETF Shares are traded on an exchange, they are subject to additional risks:
The Funds ETF Shares are listed for trading on Nasdaq and are bought and sold on the secondary market at market prices. Although it is expected that the market price of an ETF Share typically will approximate its net asset value (NAV), there may be times when the market price and the NAV differ significantly. Thus, you may pay more or less than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares.
Although the Funds ETF Shares are listed for trading on Nasdaq, it is possible that an active trading market may not be maintained.
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• Trading of the Fund’s ETF Shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Fund’s ETF Shares may also be halted if (1) the shares are delisted from Nasdaq without first being listed on another exchange or (2) Nasdaq officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund‘s ETF Shares (based on NAV) has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the ETF Shares compare with those of the Fund‘s target index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –5.55%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 12.80% (quarter ended March 31, 2012), and the lowest return for a quarter was –15.30% (quarter ended September 30, 2011).
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Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
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Investment Advisor
The Vanguard Group, Inc. (Vanguard)
Portfolio Managers
Michael A. Johnson, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015 .
Walter Nejman, Portfolio Manager at Vanguard. He has co-managed the Fund since 2015.
Purchase and Sale of Fund Shares
You can buy and sell ETF Shares of the Fund through a brokerage firm. The price you pay or receive for ETF Shares will be the prevailing market price, which may be more or less than the NAV of the shares. The brokerage firm may charge you a commission to execute the transaction. Unless imposed by your brokerage firm, there is no minimum dollar amount you must invest and no minimum number of shares you must buy. ETF Shares of the Fund cannot be directly purchased from or redeemed with the Fund, except by certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, typically in exchange for baskets of securities. For this Fund, the number of ETF Shares in a Creation Unit is 25,000 .
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisor do not pay financial intermediaries for sales of Fund shares.
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Investing in Vanguard ETF ® Shares
What Are Vanguard ETF Shares?
Vanguard ETF Shares are an exchange-traded class of shares issued by certain Vanguard mutual funds. ETF Shares represent an interest in the portfolio of stocks or bonds held by the issuing fund. The following ETF Shares are offered through this prospectus:
Vanguard Fund | Vanguard ETF Shares | Seeks to Track |
Russell 1000 Index Fund | Russell 1000 ETF | Large-cap stocks |
Russell 1000 Value Index Fund | Russell 1000 Value ETF | Large-cap value stocks |
Russell 1000 Growth Index Fund | Russell 1000 Growth ETF | Large-cap growth stocks |
Russell 2000 Index Fund | Russell 2000 ETF | Small-cap stocks |
Russell 2000 Value Index Fund | Russell 2000 Value ETF | Small-cap value stocks |
Russell 2000 Growth Index Fund | Russell 2000 Growth ETF | Small-cap growth stocks |
Russell 3000 Index Fund | Russell 3000 ETF | The broad stock market |
In addition to ETF Shares, each Fund offers one conventional class of shares. This prospectus, however, relates only to ETF Shares.
How Are Vanguard ETF Shares Different From Conventional Mutual Fund Shares?
Conventional mutual fund shares can be directly purchased from and redeemed with the issuing fund for cash at the net asset value (NAV), typically calculated once a day. ETF Shares, by contrast, cannot be purchased directly from or redeemed directly with the issuing fund by an individual investor. Rather, ETF Shares can only be purchased or redeemed by or through certain authorized broker-dealers. These broker-dealers may purchase and redeem ETF Shares only in large blocks (Creation Units) worth several million dollars, usually in exchange for baskets of securities and not for cash (although some funds issue and redeem Creation Units in exchange for cash or a combination of cash and securities).
An organized secondary trading market is expected to exist for ETF Shares, unlike conventional mutual fund shares, because ETF Shares are listed for trading on a national securities exchange. Investors can purchase and sell ETF Shares on the secondary market through a broker. Secondary-market transactions occur not at NAV, but at market prices that change throughout the day based on the supply of and demand for ETF Shares and on changes in the prices of the funds portfolio holdings.
The market price of a funds ETF Shares typically will differ somewhat from the NAV of those shares. The difference between market price and NAV is expected to be small most of the time, but in times of market disruption or extreme market volatility, the difference may become significant.
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How Do I Buy and Sell Vanguard ETF Shares?
ETF Shares of the Funds are listed for trading on Nasdaq. You can buy and sell ETF Shares on the secondary market in the same way you buy and sell any other exchange-traded securitythrough a broker. Your broker may charge a commission to execute a transaction. You will also incur the cost of the bid-ask spread, which is the difference between the price a dealer will pay for a security and the somewhat higher price at which the dealer will sell the same security. Because secondary-market transactions occur at market prices, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares and receive more or less than NAV when you sell those shares. In times of severe market disruption, the bid-ask spread and premiums/ discounts can increase significantly. Unless imposed by your broker, there is no minimum dollar amount you must invest and no minimum number of ETF Shares you must buy.
Your ownership of ETF Shares will be shown on the records of the broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for ensuring that you receive income and capital gains distributions, as well as shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.
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Investing in Index Funds
What Is Indexing?
Indexing is an investment strategy for tracking the performance of a specified market benchmark, or index. An index is a group of securities whose overall performance is used as a standard to measure the investment performance of a particular market. There are many types of indexes. Some represent entire marketssuch as the U.S. stock market or the U.S. bond market. Other indexes cover market segmentssuch as small-capitalization stocks or short-term bonds. The index sponsor determines the securities to include in the index, the weighting of each security in the index, and the appropriate time to make changes to the composition of the index. One cannot invest directly in an index.
An index fund holds all, or a representative sample, of the securities that make up its target index. Index funds attempt to mirror the performance of the target index, for better or worse. However, an index fund generally does not perform exactly like its target index. For example, like all mutual funds, index funds have operating expenses and transaction costs. Market indexes do not, and therefore they will usually have a slight performance advantage over funds that track them.
Index funds typically have the following characteristics:
Variety of investments. Most Vanguard index funds generally invest in the securities of a variety of companies and industries.
Relative performance consistency . Because they seek to track market benchmarks, index funds usually do not perform dramatically better or worse than their benchmarks.
Low cost . Index funds are inexpensive to run compared with actively managed funds.
They have low or no research costs and typically keep trading activityand thus brokerage commissions and other transaction coststo a minimum compared with actively managed funds.
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More on the Funds and ETF Shares
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance for fluctuations in the securities markets. Look for this symbol throughout the prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk ® explanations along the way. Reading the prospectus will help you decide whether a Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Share Class Overview
This prospectus offers the Funds ETF Shares, an exchange-traded class of shares. Separate prospectuses offer the Funds Institutional Shares, which are generally for investors who invest a minimum of $5 million.
Both share classes offered by a Fund have the same investment objective, strategies, and policies. However, different share classes have different expenses; as a result, their investment performances will differ.
A Note to Investors
Vanguard ETF Shares can be purchased directly from the issuing Fund only by or through authorized broker-dealers in exchange for a basket of securities (or, in some cases, for cash or a combination of cash and securities) that is expected to be worth several million dollars. Most individual investors, therefore, will not be able to purchase ETF Shares directly from the Fund. Instead, these investors will purchase ETF Shares on the secondary market with the assistance of a broker.
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a funds performance. |
The following sections explain the principal investment strategies and policies that each Fund uses in pursuit of its objective. The Funds board of trustees, which oversees each Funds management, may change investment strategies or policies in
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the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that each Funds investment objective is not fundamental and may be changed without a shareholder vote. Under normal circumstances, each Fund will invest at least 80% of its assets in the stocks that make up its target index. A Fund may change its 80% policy only upon 60 days notice to shareholders.
Market Exposure
Each Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Excluding the Russell 3000 Index Fund (which seeks to track the broad stock market), each Funds target index tracks a subset of the U.S. stock market, which could cause the Fund to perform differently from the overall stock market. In addition, each Funds target index may, at times, become focused in stocks of a particular market sector, which would subject the Fund to proportionately higher exposure to the risks of that sector.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
U.S. Stock Market Returns | ||||
(19262014) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 12.0 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2014 . You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10 %, average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Funds in particular.
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Keep in mind that the S&P 500 Index tracks mainly large-cap stocks. Historically, small- and mid-cap stocks have been more volatile thanand at times have performed quite differently fromthe large-cap stocks of the S&P 500 Index.
Similarly, indexes that focus on growth stocks or value stocks will not necessarily perform in the same way as the broader S&P 500 Index. Both growth and value stocks have the potential at times to be more volatile than the broader markets.
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors.
The asset-weighted median market capitalization of each Funds stock holdings as of August 31, 2015, was:
Asset-Weighted Median | |
Vanguard Fund | Market Capitalization |
Russell 1000 Index | $ 56.6 billion |
Russell 1000 Value Index | 49.9 |
Russell 1000 Growth Index | 61.8 |
Russell 2000 Index | 1.7 |
Russell 2000 Value Index | 1.5 |
Russell 2000 Growth Index | 1.9 |
Russell 3000 Index | 47.2 |
Each Fund (other than the Russell 3000 Index Fund) is subject to investment style risk, which is the chance that returns from the types of stocks in which the Fund invests will trail returns from the overall stock market. Specific types of stocks tend to go through cycles of doing betteror worsethan other segments of the stock market or the stock market in general. These periods have, in the past, lasted for as long as several years.
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Plain Talk About Growth Funds and Value Funds |
Growth investing and value investing are two styles employed by stock-fund |
managers. Growth funds generally focus on stocks of companies believed to |
have above-average potential for growth in revenue, earnings, cash flow, or other |
similar criteria. These stocks typically have low dividend yields and above-average |
prices in relation to measures such as earnings and book value. Value funds |
typically emphasize stocks whose prices are below average in relation to those |
measures; these stocks often have above-average dividend yields. Value stocks |
also may remain undervalued by the market for long periods of time. Growth and |
value stocks have historically produced similar long-term returns, though each |
style has periods when it outperforms the other. |
Security Selection
Each Fund attempts to track the investment performance of a benchmark index that measures the return of a particular market segment. The Funds use the replication method of indexing, meaning that each Fund generally holds the same stocks as its target index and in approximately the same proportions.
Other Investment Policies and Risks
Each Fund reserves the right to substitute a different index for the index it currently tracks if the current index is discontinued, if the Funds agreement with the sponsor of its target index is terminated, or for any other reason determined in good faith by the Funds board of trustees. In any such instance, the substitute index would represent the same market segment as the current index.
Each Fund may invest in foreign securities to the extent necessary to carry out its investment strategy of holding all, or substantially all, of the stocks that make up the index it tracks. It is not expected that any Fund will invest more than 5% of its assets in foreign securities.
To track their target indexes as closely as possible, the Funds attempt to remain fully invested in stocks. To help stay fully invested and to reduce transaction costs, the Funds may invest, to a limited extent, in derivatives, including stock futures. The Funds may also use derivatives such as total return swaps to obtain exposure to a stock, a basket of stocks, or an index. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Funds to risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes.
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The Funds will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
Cash Management
Each Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, each Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
Each Fund may temporarily depart from its normal investment policies and strategies when the advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case when the Fund receives large cash flows that it cannot prudently invest immediately.
Special Risks of Exchange-Traded Shares
ETF Shares are not individually redeemable. They can be redeemed with the issuing Fund at NAV only by or through authorized broker-dealers and only in large blocks known as Creation Units, which would cost millions of dollars to assemble. Consequently, if you want to liquidate some or all of your ETF Shares, you must sell them on the secondary market at prevailing market prices.
The market price of ETF Shares may differ from NAV. Although it is expected that the market price of an ETF Share typically will approximate its NAV, there may be times when the market price and the NAV differ significantly. Thus, you may pay more (premium) or less (discount) than NAV when you buy ETF Shares on the secondary market, and you may receive more or less than NAV when you sell those shares. These discounts and premiums are likely to be greatest during times of market disruption or extreme market volatility.
Vanguards website at vanguard.com shows the previous days closing NAV and closing market price for each Funds ETF Shares. The website also discloses, in the Premium/Discount Analysis section of the ETF Shares Price & Performance page, how frequently each Funds ETF Shares traded at a premium or discount to NAV (based on closing NAVs and market prices) and the magnitudes of such premiums and discounts.
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An active trading market may not exist. Although Vanguard ETF Shares are listed on a national securities exchange, it is possible that an active trading market may not be maintained. Although this could happen at any time, it is more likely to occur during times of severe market disruption. If you attempt to sell your ETF Shares when an active trading market is not functioning, you may have to sell at a significant discount to NAV. In extreme cases, you may not be able to sell your shares at all.
Trading may be halted . Trading of Vanguard ETF Shares on an exchange may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of ETF Shares may also be halted if (1) the shares are delisted from the listing exchange without first being listed on another exchange or (2) exchange officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors .
Conversion Privilege
Owners of conventional shares issued by a Fund may convert those shares to ETF Shares of equivalent value of the same fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
You must hold ETF Shares in a brokerage account. Thus, before converting conventional shares to ETF Shares, you must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm. To initiate a conversion of conventional shares to ETF Shares, please contact your broker.
Vanguard Brokerage does not impose a fee on conversions from Vanguard conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege.
Converting conventional shares to ETF Shares is generally accomplished as follows. First, after your broker notifies Vanguard of your request to convert, Vanguard will transfer your conventional shares from your account to the brokers omnibus account with Vanguard (an account maintained by the broker on behalf of all its customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguards records will reflect your broker, not you, as the owner of the shares. Next,
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your broker will instruct Vanguard to convert the appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value, based on the respective NAVs of the two share classes.
Your Funds transfer agent will reflect ownership of all ETF Shares in the name of the Depository Trust Company (DTC). The DTC will keep track of which ETF Shares belong to your broker, and your broker, in turn, will keep track of which ETF Shares belong to you.
Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if you owned 300.250 conventional shares, and this was equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF Shares. Conventional shares with a value equal to 0.750 ETF Shares (in this example, that would be 2.481 conventional shares) would remain in the brokers omnibus account with Vanguard. Your broker then could either (1) credit your account with 0.750 ETF Shares or (2) redeem the 2.481 conventional shares for cash at NAV and deliver that cash to your account. If your broker chose to redeem your conventional shares, you would realize a gain or loss on the redemption that must be reported on your tax return (unless you hold the shares in an IRA or other tax-deferred account). Please consult your broker for information on how it will handle the conversion process, including whether it will impose a fee to process a conversion.
If you convert your conventional shares to ETF Shares through Vanguard Brokerage, all conventional shares for which you request conversion will be converted to ETF Shares of equivalent value. Because no fractional shares will have to be sold, the transaction will not be taxable.
Here are some important points to keep in mind when converting conventional shares of a Vanguard fund to ETF Shares:
The conversion process can take anywhere from several days to several weeks, depending on your broker. Vanguard generally will process conversion requests either on the day they are received or on the next business day. Vanguard imposes conversion blackout windows around the dates when a fund with ETF Shares declares dividends. This is necessary to prevent a shareholder from collecting a dividend from both the conventional share class currently held and also from the ETF share class to which the shares will be converted.
Until the conversion process is complete, you will remain fully invested in a funds conventional shares, and your investment will increase or decrease in value in tandem with the NAV of those shares.
The conversion transaction is nontaxable except, if applicable, to the very limited extent previously described.
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A precautionary note to investment companies: Va nguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940. Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.
Frequent Trading and Market-Timing
Unlike frequent trading of a Vanguard funds conventional (i.e., not exchange-traded) classes of shares, frequent trading of ETF Shares does not disrupt portfolio management, increase the funds trading costs, lead to realization of capital gains by the fund, or otherwise harm fund shareholders. The vast majority of trading in ETF Shares occurs on the secondary market. Because these trades do not involve the issuing fund, they do not harm the fund or its shareholders. A few institutional investors are authorized to purchase and redeem ETF Shares directly with the issuing fund. Because these trades typically are effected in kind (i.e., for securities and not for cash), they do not cause any of the harmful effects to the issuing fund (as previously noted) that may result from frequent cash trades. For these reasons, the board of trustees of each fund that issues ETF Shares has determined that it is not necessary to adopt policies and procedures to detect and deter frequent trading and market-timing of ETF Shares.
Portfolio Holdings
P lease consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of a Funds portfolio holdings.
Turnover Rate
Although the Funds generally seek to invest for the long term, each Fund may sell securities regardless of how long they have been held. Generally, an index fund sells securities in response to redemption requests from shareholders of conventional (not exchange-traded) shares or to changes in the composition of its target index. Turnover rates for large-cap stock index funds tend to be low because large-cap indexes typically do not change significantly from year to year. Turnover rates for mid-cap and small-cap stock index funds tend to be higher than those for large-cap stock index funds (although still relatively low, compared with actively managed stock funds) because the indexes they track are more likely to change as a result of companies merging, growing, or failing. The Financial Highlights section of this prospectus shows historical turnover rates for each Fund. A turnover rate of 100%, for example, would mean that a Fund had sold and replaced securities valued at 100% of its net
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assets within a one-year period. The average turnover rate for domestic stock funds was approximately 65%, as reported by Morningstar, Inc., on August 31, 2015.
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that brokerage |
commissions and other transaction costs will have on its return. Also, funds with |
high turnover rates may be more likely to generate capital gains, including short- |
term capital gains, that must be distributed to shareholders as taxable income. |
The Funds and Vanguard
Each Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
47
Investment Advisor
The Vanguard Group, Inc. (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, which began operations in 1975, serves as advisor to the Funds through its Equity Index Group. As of August 31, 2015 , Vanguard served as advisor for approximately $2.4 trillion in assets. Vanguard provides investment advisory services to the Funds on an at-cost basis, subject to the supervision and oversight of the trustees and officers of the Funds.
For the fiscal year ended August 31, 2015, the advisory expenses represented an effective annual rate of each Funds average net assets as follows: for the Russell 1000 Index, Russell 1000 Value Index, Russell 1000 Growth Index, Russell 2000 Index, Russell 2000 Growth Index, and Russell 3000 Index Funds, 0.02%; for the Russell 2000 Value Index Fund, 0.01%.
For a discussion of why the board of trustees approved each Funds investment advisory arrangement, see the most recent annual reports to shareholders covering the fiscal year ended August 31.
The managers primarily responsible for the day-to-day management of the Funds are:
Michael A. Johnson , Portfolio Manager at Vanguard. He has been with Vanguard since 1999; has worked in investment management since 2007; has managed investment portfolios, including the Russell 1000 Value Index Fund and the Russell 1000 Growth Index Fund, since the Funds inceptions in 2010 (co-managed since 2015 ); and has co-managed the Russell 1000 Index, Russell 2000 Index, Russell 2000 Value Index, Russell 2000 Growth Index, and Russell 3000 Index Funds since 2015 . Education: B.S.B.A., Shippensburg University.
Walter Nejman , Portfolio Manager at Vanguard. He has been with Vanguard since 2005; has worked in investment management since 2008; and has co-managed the Russell 1000 Index, Russell 1000 Value Index, Russell 1000 Growth Index, Russell 2000 Index, Russell 2000 Value Index, Russell 2000 Growth Index, and Russell 3000 Index Funds since 2015. Education: B.S., Arcadia University; M.B.A., Villanova University.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Funds.
48
Dividends, Capital Gains, and Taxes
Fund Distributions
Each Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income dividends generally are distributed quarterly in March, June, September, and December; capital gains distributions, if any, generally occur annually in December. In addition, each Fund may occasionally make a supplemental distribution at some other time during the year.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
and dividends as well as capital gains from the funds sale of investments. |
Income consists of both the dividends that the fund earns from any stock |
holdings and the interest it receives from any money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
Reinvestment of Distributions
In order to reinvest dividend and capital gains distributions, investors in a Funds ETF Shares must hold their shares at a broker that offers a reinvestment service. This can be the brokers own service or a service made available by a third party, such as the brokers outside clearing firm or the Depository Trust Company (DTC). If a reinvestment service is available, distributions of income and capital gains can automatically be reinvested in additional whole and fractional ETF Shares of the Fund. If a reinvestment service is not available, investors will receive their distributions in cash. To determine whether a reinvestment service is available and whether there is a commission or other charge for using this service, consult your broker.
49
As with all exchange-traded funds, reinvestment of dividend and capital gains distributions in additional ETF Shares will occur four business days or more after the ex-dividend date (the date when a distribution of dividends or capital gains is deducted from the price of a Funds shares). The exact number of days depends on your broker. During that time, the amount of your distribution will not be invested in the Fund and therefore will not share in the Funds income, gains, and losses.
Basic Tax Points
Investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional ETF Shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned ETF Shares.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale of ETF Shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale of ETF Shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
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Share Price and Market Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE) , generally 4 p.m., Eastern time. Each share class has its own NAV, which is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open ) .
Remember: If you buy or sell ETF Shares on the secondary market, you will pay or receive the market price, which may be higher or lower than NAV. Your transaction will be priced at NAV only if you purchase or redeem your ETF Shares in Creation Unit blocks (an option available only to certain authorized broker-dealers) or if you convert your conventional fund shares to ETF Shares.
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time
51
or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguards website will show the previous days closing NAV and closing market price for each Funds ETF Shares.
Additional Information | ||||
Vanguard | ||||
Suitable | Fund | CUSIP | ||
Inception Date | for IRAs | Number | Number | |
Russell 1000 Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3348 | 92206C730 |
Russell 1000 Value Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3349 | 92206C714 |
Russell 1000 Growth Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3350 | 92206C680 |
Russell 2000 Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3351 | 92206C664 |
Russell 2000 Value Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3352 | 92206C649 |
Russell 2000 Growth Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3353 | 92206C623 |
Russell 3000 Index Fund | ||||
ETF Shares | 9/20/2010 | Yes | 3354 | 92206C599 |
52
Financial Highlights
The following financial highlights tables are intended to help you understand each Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in each table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportsalong with each Funds financial statementsare included in the Funds most recent annual reports to shareholders. You may obtain a free copy of the latest annual or semiannual reports by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Tables |
This explanation uses the Russell 1000 Index Funds ETF Shares as an example. |
The ETF Shares began fiscal year 2015 with a net asset value (share price) of |
$ 92.70 per share. During the year, each ETF Share earned $ 1.679 from |
investment income (interest and dividends). There was a decline of $1.355 per |
share in the value of investments held or sold by the Fund, resulting in a net gain |
of $0.324 per share from investment operations. |
Shareholders received $ 1.654 per share in the form of dividend distributions. A |
portion of each years distributions may come from the prior years income or |
capital gains. |
The share price at the end of the year was $ 91.37, reflecting earnings of $ 0.324 |
per share and distributions of $ 1.654 per share. This was a decrease of $ 1.33 per |
share (from $ 92.70 at the beginning of the year to $ 91.37 at the end of the year). |
For a shareholder who reinvested the distributions in the purchase of more |
shares, the total return was 0.29 % for the year. |
As of August 31, 2015 , the ETF Shares had approximately $ 514 million in net |
assets. For the year, the expense ratio was 0.12 % ($ 1.20 per $1,000 of net |
assets), and the net investment income amounted to 1.84 % of average net |
assets. The Fund sold and replaced securities valued at 4 % of its net assets. |
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Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
The Products are not sponsored, endorsed, sold or promoted by Frank Russell Company (Russell). Russell makes no representation or warranty, express or implied, to the owners of the Products or any member of the public regarding the advisability of investing in securities generally or in the Products particularly or the ability of the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes to track general stock market performance or a segment of the same. Russells publication of the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes in no way suggests or implies an opinion by Russell as to the advisability of investment in any or all of the securities upon which the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes are based. Russells only relationship to The Vanguard Group, Inc. is the licensing of certain trademarks and trade names of Russell and of the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes which are determined, composed and calculated by Russell without regard to The Vanguard Group, Inc. or the Products. Russell is not responsible for and has not reviewed the Products nor any associated literature or publications and Russell makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. Russell has no obligation or liability in connection with the administration, marketing or trading of the Products.
Russell makes no representation, warranty or guarantee as to the accuracy, completeness, reliability or otherwise of the Russell Indexes or any data included in the Russell Indexes. Russell does not guarantee the accuracy and/or the completeness of the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes or any data included therein and Russell shall have no liability for any errors, omissions, or interruptions therein. Russell makes no warranty, express or implied, as to the use of or results to be obtained by The Vanguard Group, Inc., investors, owners of the Products, or any other person or entity from the use of the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes or any data included therein. Russell makes no express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Russell 1000, Russell 1000 Value, Russell 1000 Growth, Russell 2000, Russell 2000 Value, Russell 2000 Growth, and Russell 3000 Indexes or any data included therein. Without limiting any of the foregoing, in no event shall Russell have any liability for any special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages.
Russell reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell Indexes. Russell has no obligation to take the needs of any particular fund or its participants or any other product or person into consideration in determining, composing or calculating any of the Russell Indexes.
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Glossary of Investment Terms
Active Management. An investment approach that seeks to exceed the average returns of a particular financial market or market segment. In selecting securities to buy and sell, active managers may rely on, among other things, research, market forecasts, quantitative models, and their own judgment and experience.
Authorized Participant. Institutional investors that are permitted to purchase Creation Units directly from, and redeem Creation Units directly with, the issuing fund. To be an Authorized Participant, an entity must be a participant in the Depository Trust Company and must enter into an agreement with the funds Distributor.
Bid-Ask Spread. The difference between the price a dealer is willing to pay for a security (the bid price) and the somewhat higher price at which the dealer is willing to sell the same security (the ask price).
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Common Stock. A security representing ownership rights in a corporation.
Creation Unit. A large block of a specified number of ETF Shares. Certain broker-dealers known as Authorized Participants may purchase and redeem ETF Shares from the issuing fund in Creation Unit size blocks .
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Ex-Dividend Date. The date when a distribution of dividends and/or capital gains is deducted from the share price of a mutual fund or stock. On the ex-dividend date, the share price drops by the amount of the distribution (plus or minus any market activity).
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Indexing. A low-cost investment strategy in which a mutual fund attempts to trackrather than outperforma specified market benchmark, or index.
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Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Institutional Division P.O. Box 2900 Valley Forge, PA 19482-2900
Connect with Vanguard ® > vanguard.com
For More Information To receive a free copy of the latest annual or
If you would like more information about Vanguard semiannual reports or the SAI, or to request additional Russell ETFs, the following documents are available information about Vanguard ETF Shares, please visit free upon request: vanguard.com or contact us as follows:
Annual/Semiannual Reports to Shareholders The Vanguard Group Additional information about the Funds investments is Institutional Investor Information available in the Funds annual and semiannual reports P.O. Box 2900 to shareholders. In the annual reports, you will find a Valley Forge, PA 19482-2900 discussion of the market conditions and investment Telephone: 866-499-8473 strategies that significantly affected the Funds
Information Provided by the Securities and performance during their last fiscal year.
Exchange Commission (SEC)
Statement of Additional Information (SAI) You can review and copy information about the Funds The SAI for the issuing Funds provides more detailed (including the SAI) at the SECs Public Reference Room information about the Funds ETF Shares and is in Washington, DC. To find out more about this public incorporated by reference into (and thus legally a part service, call the SEC at 202-551-8090. Reports and of) this prospectus. other information about the Funds are also available in the EDGAR database on the SECs website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-1520.
Funds Investment Company Act file number: 811-07803
© 2015 The Vanguard Group, Inc. All rights reserved.
U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and 8,417,623.
Vanguard Marketing Corporation, Distributor.
P 3348 122015
Fund Summary
Investment Objective
The Fund seeks to provide long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund. “Acquired Fund Fees and Expenses” are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Fund’s net asset value. They have no impact on the costs associated with Fund operations.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Account Service Fee (for certain fund account balances below $10,000) | $20/year |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.53% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Acquired Fund Fees and Expenses | 0.09% |
Total Annual Fund Operating Expenses 1 | 0.65% |
1 Acquired Fund Fees and Expenses are not included in the Fund's financial statements, which provide a clearer picture of a fund's actual operating costs.
1
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. The results apply whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$ 66 | $208 | $362 | $810 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 35 % of the average value of its portfolio.
Principal Investment Strategies
The Fund invests mainly in the stocks of small and mid-size U.S. companies, choosing stocks considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and are trading at prices that an advisor feels are below average in relation to measures such as cash flow and book value. These stocks may have above-average dividend yields. The Fund uses multiple investment advisors.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Fund’s share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Fund’s performance:
• Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
2
• Investment style risk , which is the chance that returns from small- and mid-capitalization value stocks will trail returns from the overall stock market. Historically, small- and 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. Small and mid-size companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
• Manager risk , which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance (before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –6.91%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.90% (quarter ended December 31, 2011), and the lowest return for a quarter was –19.86% (quarter ended September 30, 2011).
3
Actual after-tax returns depend on your tax situation and may differ from those shown in the preceding table. When after-tax returns are calculated, it is assumed that the shareholder was in the highest individual federal marginal income tax bracket at the time of each distribution of income or capital gains or upon redemption. State and local income taxes are not reflected in the calculations. Please note that after-tax returns are not relevant for a shareholder who holds fund shares in a tax-deferred account, such as an individual retirement account or a 401(k) plan. Also, figures captioned Return After Taxes on Distributions and Sale of Fund Shares may be higher than other figures for the same period if a capital loss occurs upon redemption and results in an assumed tax deduction for the shareholder.
Investment Advisors
Cardinal Capital Management, L.L.C. (Cardinal Capital) Frontier Capital Management Co., LLC (Frontier Capital) Sterling Capital Management LLC (Sterling)
Portfolio Managers
Eugene Fox III, Partner and Portfolio Manager of Cardinal Capital. He has co-managed a portion of the Fund since its inception in 2010.
Robert B. Kirkpatrick, CFA, Partner and Portfolio Manager of Cardinal Capital. He has co-managed a portion of the Fund since its inception in 2010.
Rachel D. Matthews, Partner and Portfolio Manager of Cardinal Capital. She has co-managed a portion of the Fund since 2013.
Thomas W. Duncan, Jr., Senior Vice President and Portfolio Manager of Frontier Capital. He has co-managed a portion of the Fund since its inception in 2010.
4
William A. Teichner, CFA, Senior Vice President and Portfolio Manager of Frontier Capital. He has co-managed a portion of the Fund since its inception in 2010.
Timothy P. Beyer, CFA, Managing Director and Portfolio Manager of Sterling. He has co-managed a portion of the Fund since 2012.
Eduardo A. Brea, CFA, Managing Director and Portfolio Manager of Sterling. He has co-managed a portion of the Fund since its inception in 2010.
Purchase and Sale of Fund Shares
You may purchase or redeem shares online through our website ( vanguard.com) , by mail (The Vanguard Group, P.O. Box 1110, Valley Forge, PA 19482-1110), or by telephone (800-662-2739). The minimum investment amount required to open and maintain a Fund account for Investor Shares is $3,000. The minimum investment amount required to add to an existing Fund account is generally $1.
Tax Information
The Funds distributions may be taxable as ordinary income or capital gain. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply.
Payments to Financial Intermediaries
The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.
5
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the
prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk
®
explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
Plain Talk About Fund Expenses |
All mutual funds have operating expenses. These expenses, which are deducted |
from a fund’s gross income, are expressed as a percentage of the net assets of |
the fund. Assuming that operating expenses remain as stated in the Fees and |
Expenses section, Vanguard Explorer Value Fund’s expense ratio would be |
0.65% , or $6.50 per $1,000 of average net assets. The average expense ratio for |
small-cap value funds in 2014 was 1.35% , or $13.50 per $1,000 of average net |
assets (derived from data provided by Lipper, a Thomson Reuters Company, |
which reports on the mutual fund industry). |
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a fund‘s performance. |
6
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Funds board of trustees, which oversees the Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Funds investment objective is not fundamental and may be changed without a shareholder vote.
Market Exposure
The Fund invests mainly in common stocks of small- and mid-cap companies that are considered to have low prices in relation to their cash flow and book value. These stocks may have above-average dividend yields.
7
Plain Talk About Growth Funds and Value Funds |
Growth investing and value investing are two styles employed by stock-fund |
managers. Growth funds generally focus on stocks of companies believed to |
have above-average potential for growth in revenue, earnings, cash flow, or other |
similar criteria. These stocks typically have low dividend yields and above-average |
prices in relation to measures such as earnings and book value. Value funds |
typically emphasize stocks whose prices are below average in relation to those |
measures; these stocks often have above-average dividend yields. Value stocks |
also may remain undervalued by the market for long periods of time. Growth and |
value stocks have historically produced similar long-term returns, though each |
style has periods when it outperforms the other. |
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of the Funds stock holdings as of August 31, 2015 , was $2.5 billion.
Because it invests mainly in stocks, the Fund is subject to certain risks.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
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U.S. Stock Market Returns | ||||
(1926 2 014) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 12.0 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2014 . You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10% , average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.
Keep in mind that the Fund focuses on the stocks of smaller companies. Historically, small- and mid-cap stocks have been more volatile thanand at times have performed quite differently fromthe large-cap stocks of the S&P 500 Index. This volatility is the result of several factors, which may include (but is not limited to) less certain growth and dividend prospects for smaller companies, fewer financial reserves during adverse market conditions, less access to capital funding, and generally greater sensitivity to changes within the company.
The Fund is subject to investment style risk, which is the chance that returns from small- and mid-capitalization value stocks will trail returns from the overall stock market. Historically, small- and 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. Small and mid-size companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
Security Selection
The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.
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. Different advisors may reach different conclusions on the same security.
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Although each advisor uses a traditional, bottom-up investment approach, each uses a different process to select securities for its portion of the Funds assets.
Cardinal Capital Management, L.L.C. (Cardinal Capital), employs a cash-flow-oriented investment process. Cardinal Capital believes that a companys stock price is ultimately determined by its ability to generate excess cash flow and redeploy that cash to enhance shareholder value. The investment process is based on detailed five-year projections that include an analysis of the companys financials and interviews with the companys management. Cardinal Capital looks for companies with significant free cash flow, stable and predictable business models, and competent management.
Frontier Capital Management Co., LLC (Frontier Capital), selects stocks by identifying companies that the advisor believes are undervalued relative to their long-term intrinsic value. The advisors fundamental, bottom-up investment approach seeks companies with solid business models, unrecognized earnings power, and attractive valuations across a variety of measures (price-to-book, enterprise value-to-sales, and price-to-earnings power). The resulting portfolio of 7090 stocks is expected to be broadly diversified by sector.
Sterling Capital Management LLC (Sterling) utilizes an intrinsic value approach to investing that seeks to identify stocks of quality companies selling at large discounts to the underlying value of the business. Quality companies are defined as those that generate substantial levels of free cash flow, have numerous reinvestment opportunities at attractive returns, and enjoy competitive advantages. During security analysis, the advisor will consider factors such as free cash flow, balance sheet strength, return on invested capital, competitive advantages, and management teams.
The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective. In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in small- and mid-cap value stocks, the Fund may make other kinds of investments to achieve its objective.
Although the Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 30% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of
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foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a c urrency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Funds securities from falling in value as a result of risks other than unfavorable currency exchange movements.
The Vanguard Group, Inc. (Vanguard), administers a small portion of the Funds assets to facilitate cash flows to and from the Funds advisors. Vanguard typically invests these assets in stock index futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These stock index futures and ETFs typically provide returns similar to those of common stocks. Vanguard may also purchase futures or ETFs when doing so will reduce the Funds transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
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Plain Talk About Derivatives |
Derivatives can take many forms. Some forms of derivativessuch as exchange- |
traded futures and options on securities, commodities, or indexeshave been |
trading on regulated exchanges for decades. These types of derivatives are |
standardized contracts that can easily be bought and sold and whose market |
values are determined and published daily. Non-exchange-traded derivatives (such |
as certain swap agreements and foreign currency exchange forward contracts), |
on the other hand, tend to be more specialized or complex and may be more |
difficult to accurately v alue. |
Cash Management
The Funds daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Funds best interest, so long as the alternative is consistent with the Funds investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Funds objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategiesfor instance, by allocating substantial assets to cash equivalent investments or other less volatile instrumentsin response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds
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holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
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Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for small-cap value funds was approximately 68%, as reported by Morningstar, Inc., on August 31, 2015 .
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that brokerage |
commissions and other transaction costs will have on its return. Also, funds with |
high turnover rates may be more likely to generate capital gains, including short- |
term capital gains, that must be distributed to shareholders as taxable income. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
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Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisors
The Fund uses a multimanager approach. Each advisor independently manages its assigned portion of the Funds assets, subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Fund assets to be managed by each advisor and may change these proportions at any time.
Cardinal Capital Management, L.L.C., Four Greenwich Office Park, Greenwich, CT
06831, is an investment management firm founded in 1995. As of August 31, 2015, the firm managed approximately $2 billion in assets.
Frontier Capital Management Co., LLC, 99 Summer Street, Boston, MA 02110, is an investment management firm founded in 1980. As of August 31, 2015, the firm managed approximately $14.4 billion in assets.
Sterling Capital Management LLC, Two Morrocroft Centre, 4064 Colony Road, Suite 300, Charlotte, NC 28211, is an investment management firm founded in 1970. As of August 31, 2015, the firm managed approximately $ 50.4 billion in assets.
The Fund 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 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 each advisors portion of the Fund relative to that of the Russell 3000 Value Custom Index (for Cardinal Capital), the Russell 2000 Value Index (for Frontier Capital), or the Russell 2500 Value Index (for Sterling) over the preceding 36-month period. The Russell 3000 Value Custom Index , which is rebalanced annually, includes all of the stocks in the Russell 3000 Value Index, except for the stocks of companies with market capitalizations above $7.5 billion or below $1 billion. When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease.
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For the fiscal year ended August 31, 2015 , the aggregate advisory fee represented an effective annual rate of 0.36% of the Funds average net assets , before a performance-based decrease of 0.02% .
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement or hire a new investment advisoreither as a replacement for an existing advisor or as an additional advisor. Any significant change in the Funds advisory arrangements will be communicated to shareholders in writing. In addition, as the Funds sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised.
For a discussion of why the board of trustees approved the Funds investment advisory agreements, see the most recent semiannual report to shareholders covering the fiscal period ended February 28.
T he managers primarily responsible for the day-to-day management of the Fund are:
Eugene Fox III , Partner and Portfolio Manager of Cardinal Capital. He has worked in investment management since 1987, has managed investment portfolios and has been with Cardinal Capital since 1995, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., University of Virginia; M.B.A., University of Chicago.
Robert B. Kirkpatrick , CFA, Partner and Portfolio Manager of Cardinal Capital. He has worked in investment management and has managed investment portfolios since 1985, has been with Cardinal Capital since 2000, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., Williams College.
Rachel D. Matthews , Partner and Portfolio Manager of Cardinal Capital. She has worked in investment management since 1989, has been with Cardinal Capital since 2001, has managed investment portfolios since 2009, and has co-managed a portion of the Fund since 2013. Education: B.A., Columbia University; M.B.A., New York University.
Thomas W. Duncan, Jr. , Senior Vice President and Portfolio Manager of Frontier Capital. He has worked in investment management with Frontier Capital since 1993, has managed investment portfolios since 1999, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., Skidmore College; M.B.A., Cornell University.
William A. Teichner , CFA, Senior Vice President and Portfolio Manager of Frontier Capital. He has worked in investment management with Frontier Capital since 1992, has managed investment portfolios since 1999, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., Columbia University; M.B.A., Harvard Business School.
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Timothy P. Beyer , CFA, Managing Director and Portfolio Manager of Sterling. He has worked in investment management since 1989, has managed investment portfolios with Sterling since 2004, and has co-managed a portion of the Fund since 2012. Education: B.S.B.A., East Carolina University.
Eduardo A. Brea , CFA, Managing Director and Portfolio Manager of Sterling. He has worked in investment management since 1989, has managed investment portfolios since 1993, has been with Sterling since 1995, and has co-managed a portion of the Fund since its inception in 2010. Education: B.S., University of Florida; M.B.A., University of South Florida.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
Dividends, Capital Gains, and Taxes
Fund Distributions
The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net short-term or long-term capital gains realized from the sale of its holdings. Income and capital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year. You can receive distributions of income or capital gains in cash, or you can have them automatically reinvested in more shares of the Fund.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
and dividends as well as capital gains from the funds sale of investments. |
Income consists of both the dividends that the fund earns from any stock |
holdings and the interest it receives from any money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. These capital gains are either short-term or |
long-term, depending on whether the fund held the securities for one year or less |
or for more than one year. |
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Basic Tax Points
Vanguard will send you a statement each year showing the tax status of all of your distributions. In addition, investors in taxable accounts should be aware of the following basic federal income tax points:
Distributions are taxable to you whether or not you reinvest these amounts in additional Fund shares.
Distributions declared in Decemberif paid to you by the end of Januaryare taxable as if received in December.
Any dividend distribution or short-term capital gains distribution that you receive is taxable to you as ordinary income. If you are an individual and meet certain holding-period requirements with respect to your Fund shares, you may be eligible for reduced tax rates on qualified dividend income, if any, distributed by the Fund.
Any distribution of net long-term capital gains is taxable to you as long-term capital gains, no matter how long you have owned shares in the Fund.
Capital gains distributions may vary considerably from year to year as a result of the Funds normal investment activities and cash flows.
A sale or exchange of Fund shares is a taxable event. This means that you may have a capital gain to report as income, or a capital loss to report as a deduction, when you complete your tax return.
Individuals, trusts, and estates whose income exceeds certain threshold amounts are subject to a 3.8% Medicare contribution tax on net investment income. Net investment income takes into account distributions paid by the Fund and capital gains from any sale or exchange of Fund shares.
Dividend distributions and capital gains distributions that you receive, as well as your gains or losses from any sale or exchange of Fund shares, may be subject to state and local income taxes.
This prospectus provides general tax information only. If you are investing through a tax-deferred retirement account, such as an IRA, special tax rules apply. Please consult your tax advisor for detailed information about any tax consequences for you.
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Plain Talk About Buying a Dividend |
Unless you are investing through a tax-deferred retirement account (such as an |
IRA), you should consider avoiding a purchase of fund shares shortly before the |
fund makes a distribution, because doing so can cost you money in taxes. This is |
known as buying a dividend. For example: On December 15, you invest $5,000, |
buying 250 shares for $20 each. If the fund pays a distribution of $1 per share on |
December 16, its share price will drop to $19 (not counting market change). You |
still have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares |
x $1 = $250 in distributions), but you owe tax on the $250 distribution you |
receivedeven if you reinvest it in more shares. To avoid buying a dividend, check |
a funds distribution schedule before you invest. |
General Information
Backup withholding. By law, Vanguard must withhold 28% of any taxable distributions or redemptions from your account if you do not:
Similarly, Vanguard must withhold taxes from your account if the IRS instructs us to do so.
Foreign investors. Vanguard funds offered for sale in the United States (Vanguard U.S. funds), including the Fund offered in this prospectus, are not widely available outside the United States . Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments in Vanguard U.S. funds. Foreign investors should visit the Non-U.S. Investors page on our website at vanguard.com for information on Vanguards non-U.S. products.
Invalid addresses. If a dividend distribution or capital gains distribution check mailed to your address of record is returned as undeliverable, Vanguard will automatically reinvest the distribution and all future distributions until you provide us with a valid mailing address. Reinvestments will receive the net asset value calculated on the date of the reinvestment.
Share Price
Share price, also known as net asset value (NAV), is calculated each business day as of the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m., Eastern time. The NAV per share is computed by dividing the total assets, minus
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liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
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Financial Highlights
The following financial highlights table is intended to help you understand the Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Table |
The Fund began fiscal year 2015 with a net asset value (share price) of $ 32.97 per |
share. During the year, the Fund earned $0 .259 per share from investment |
income (interest and dividends). There was a decline of $ 1.284 per share in the |
value of investments held or sold by the Fund, resulting in a net decline of $ 1.025 |
per share from investment operations. |
Shareholders received $ 1.855 per share in the form of dividend and capital gains |
distributions. A portion of each years distributions may come from the prior |
years income or capital gains. |
The share price at the end of the year was $ 30.09 , reflecting losses of $ 1.025 and |
distributions of $ 1.855 per share. This was a decrease of $2.88 per share (from |
$ 32.97 at the beginning of the year to $ 30.09 at the end of the year). For a |
shareholder who reinvested the distributions in the purchase of more shares, the |
total return was 3.12 % for the year. |
As of August 31, 2015, the Fund had approximately $ 291 million in net assets. For |
the year, its expense ratio was 0 .56 % ($5.60 per $1,000 of net assets), and its |
net investment income amounted to 0.78 % o f its a verage net assets. The Fund |
sold and replaced securities valued at 35 % of its net assets. |
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Investing With Vanguard
This section of the prospectus explains the basics of doing business with Vanguard. Vanguard fund shares can be held directly with Vanguard or indirectly through an intermediary, such as a bank, a broker, or an investment advisor. If you hold Vanguard fund shares directly with Vanguard, you should carefully read each topic within this section that pertains to your relationship with Vanguard. If you hold Vanguard fund shares indirectly through an intermediary (including shares held through a Vanguard brokerage account), please see Investing With Vanguard Through Other Firms , and also refer to your account agreement with the intermediary for information about transacting in that account. Vanguard reserves the right to change the following policies without notice. Please call or check online for current information. See
Contacting Vanguard.
For Vanguard fund shares held directly with Vanguard, each fund you hold in an account is a separate fund account. For example, if you hold three funds in a nonretirement account titled in your own name, two funds in a nonretirement account titled jointly with your spouse, and one fund in an individual retirement account, you have six fund accountsand this is true even if you hold the same fund in multiple accounts. Note that each reference to you in this prospectus applies to any one or more registered account owners or persons authorized to transact on your account.
Purchasing Shares
Vanguard reserves the right, without notice, to increase or decrease the minimum amount required to open or maintain a fund account or to add to an existing fund account.
Investment minimums may differ for certain categories of investors.
Account Minimums
To open and maintain an account. $3,000.
To add to an existing account. Generally $1.
How to Initiate a Purchase Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations, and Other Rules You Should Know before placing your purchase request.
Online. You may open certain types of accounts, request a purchase of shares, and request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to begin the account registration process or request that the account-opening forms be sent to you. You may also call Vanguard to
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request a purchase of shares in your account or to request an exchange. See
Contacting Vanguard .
By mail. You may send Vanguard your account registration form and check to open a new fund account. To add to an existing fund account, you may send your check with an Invest-by-Mail form (from a transaction confirmation or your account statement), with a deposit slip (available online), or with a written request. You may also send a written request to Vanguard to make an exchange. For a list of Vanguard addresses, see Contacting Vanguard .
How to Pay for a Purchase
By electronic bank transfer. You may purchase shares of a Vanguard fund through an electronic transfer of money from a bank account. To establish the electronic bank transfer service on an account, you must designate the bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can purchase shares by electronic bank transfer on a regular schedule (Automatic Investment Plan) or upon request. Your purchase request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. Wiring instructions vary for different types of purchases. Please call Vanguard for instructions and policies on purchasing shares by wire. See Contacting Vanguard.
By check. You may make initial or additional purchases to your fund account by sending a check or by utilizing our mobile application if you are registered for online access. Also see How to Initiate a Purchase Request. Make your check payable to Vanguard and include the appropriate fund number (Vanguard1690).
By exchange. You may purchase shares of a Vanguard fund using the proceeds from the simultaneous redemption of shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See
Exchanging Shares .
Trade Date
The trade date for any purchase request received in good order will depend on the day and time Vanguard receives your request, the manner in which you are paying, and the type of fund you are purchasing. Your purchase will be executed using the net asset value (NAV) as calculated on the trade date. NAVs are calculated only on days that the New York Stock Exchange (NYSE) is open for trading (a business day).
For purchases by check into all funds other than money market funds and for purchases by exchange , wire , or electronic bank transfer (not using an Automatic Investment Plan) into all funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m.,
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Eastern time), the trade date for the purchase will be the same day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the next business day.
For purchases by check into money market funds: If the purchase request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date for the purchase will be the next business day. If the purchase request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date for the purchase will be the second business day following the day Vanguard receives the purchase request. Because money market instruments must be purchased with federal funds and it takes a money market mutual fund one business day to convert check proceeds into federal funds, the trade date for the purchase will be one business day later than for other funds.
For purchases by electronic bank transfer using an Automatic Investment Plan : Your trade date generally will be the date you selected for withdrawal of funds from your designated bank account. Your bank account generally will be debited on the business day after your trade date. If the date you selected for withdrawal of funds from your bank account falls on a weekend, holiday, or other nonbusiness day, your trade date generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your designated bank account falls on the last business day of the year, your trade date will be the first business day of the following year. Please note that if you select the first of the month for automated withdrawals from your designated bank account, trades designated for January 1 will receive the next business days trade date.
If your purchase request is not accurate and complete, it may be rejected. See Other Rules You Should KnowGood Order .
For further information about purchase transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Purchase Rules You Should Know
Check purchases. All purchase checks must be written in U.S. dollars and must be drawn on a U.S. bank. Vanguard does not accept cash, travelers checks, or money orders. In addition, Vanguard may refuse starter checks and checks that are not made payable to Vanguard.
New accounts. We are required by law to obtain from you certain personal information that we will use to verify your identity. If you do not provide the information, we may not be able to open your account. If we are unable to verify your identity, Vanguard reserves the right, without notice, to close your account or take such other steps as we deem reasonable. Certain types of accounts may require additional documentation.
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Refused or rejected purchase requests. Vanguard reserves the right to stop selling fund shares or to reject any purchase request at any time and without notice, including, but not limited to, purchases requested by exchange from another Vanguard fund. This also includes the right to reject any purchase request because the investor has a history of frequent trading or because the purchase may negatively affect a funds operation or performance.
Large purchases. Call Vanguard before attempting to invest a large dollar amount.
No cancellations. Vanguard will not accept your request to cancel any purchase request once processing has begun. Please be careful when placing a purchase request.
Redeeming Shares
How to Initiate a Redemption Request
Be sure to check Exchanging Shares, Frequent-Trading Limitations , and Other Rules You Should Know before placing your redemption request.
Online. You may request a redemption of shares or request an exchange through our website or our mobile application if you are registered for online access.
By telephone. You may call Vanguard to request a redemption of shares or an exchange. See Contacting Vanguard .
By mail. You may send a written request to Vanguard to redeem from a fund account or to make an exchange. See Contacting Vanguard .
How to Receive Redemption Proceeds
By electronic bank transfer. You may have the proceeds of a fund redemption sent directly to a designated bank account. To establish the electronic bank transfer service on an account, you must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form. After the service is set up on your account, you can redeem shares by electronic bank transfer on a regular schedule (Automatic Withdrawal Plan) or upon request. Your redemption request can be initiated online (if you are registered for online access), by telephone, or by mail.
By wire. To receive your proceeds by wire, you may instruct Vanguard to wire your redemption proceeds ($100 minimum) to a previously designated bank account. To establish the wire redemption service, you generally must designate a bank account online, complete a special form, or fill out the appropriate section of your account registration form.
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By exchange. You may have the proceeds of a Vanguard fund redemption invested directly in shares of another Vanguard fund. You may initiate an exchange online (if you are registered for online access), by telephone, or by mail. See Exchanging Shares .
By check. If you have not chosen another redemption method, Vanguard will mail you a redemption check, generally payable to all registered account owners, normally within two business days of your trade date, and generally to the address of record.
Trade Date
The trade date for any redemption request received in good order will depend on the day and time Vanguard receives your request and the manner in which you are redeeming. Your redemption will be executed using the NAV as calculated on the trade date. NAVs are calculated only on days that the NYSE is open for trading (a business day).
For redemptions by check , exchange , or wire : If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
Note on timing of wire redemptions from money market funds: For telephone requests received by Vanguard on a business day before 10:45 a.m., Eastern time (2 p.m., Eastern time, for Vanguard Prime Money Market Fund), the redemption proceeds generally will leave Vanguard by the close of business the same day. For telephone requests received by Vanguard on a business day after those cut-off times, or on a nonbusiness day, and for all requests other than by telephone, the redemption proceeds generally will leave Vanguard by the close of business on the next business day.
Note on timing of wire redemptions from all other funds: For requests received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the redemption proceeds generally will leave Vanguard by the close of business on the next business day. For requests received by Vanguard on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the redemption proceeds generally will leave Vanguard by the close of business on the second business day after Vanguard receives the request.
For redemptions by electronic bank transfer using an Automatic Withdrawal Plan : Your trade date generally will be the date you selected for withdrawal of funds (redemption of shares) from your Vanguard account. Proceeds of redeemed shares generally will be credited to your designated bank account two business days after your trade date. If the date you selected for withdrawal of funds from your Vanguard account falls on a weekend, holiday, or other nonbusiness day, your trade date
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generally will be the previous business day. For retirement accounts, if the date you selected for withdrawal of funds from your Vanguard account falls on the last day of the year and if that date is a holiday, your trade date will be the first business day of the following year. Please note that if you designate the first of the month for automated withdrawals, trades designated for January 1 will receive the next business days trade date.
For redemptions by electronic bank transfer not using an Automatic Withdrawal Plan: If the redemption request is received by Vanguard on a business day before the close of regular trading on the NYSE (generally 4 p.m., Eastern time), the trade date will be the same day. If the redemption request is received on a business day after the close of regular trading on the NYSE, or on a nonbusiness day, the trade date will be the next business day.
If your redemption request is not accurate and complete, it may be rejected. If we are unable to send your redemption proceeds by wire or electronic bank transfer because the receiving institution rejects the transfer, Vanguard will make additional efforts to complete your transaction. If Vanguard is still unable to complete the transaction, we may send the proceeds of the redemption to you by check, generally payable to all registered account owners, or use your proceeds to purchase new shares of the fund from which you sold shares for the purpose of the wire or electronic bank transfer transaction. See Other Rules You Should KnowGood Order .
For further information about redemption transactions, consult our website at vanguard.com or see Contacting Vanguard .
Other Redemption Rules You Should Know
Documentation for certain accounts. Special documentation may be required to redeem from certain types of accounts, such as trust, corporate, nonprofit, or retirement accounts. Please call us before attempting to redeem from these types of accounts.
Potentially disruptive redemptions. Vanguard reserves the right to pay all or part of a redemption in kindthat is, in the form of securitiesif we reasonably believe that a cash redemption would negatively affect the funds operation or performance or that the shareholder may be engaged in market-timing or frequent trading. Under these circumstances, Vanguard also reserves the right to delay payment of the redemption proceeds for up to seven calendar days. By calling us before you attempt to redeem a large dollar amount, you may avoid in-kind or delayed payment of your redemption. Please see Frequent-Trading Limitations for information about Vanguards policies to limit frequent trading.
Recently purchased shares. Although you can redeem shares at any time, proceeds may not be made available to you until the fund collects payment for your purchase.
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This may take up to seven calendar days for shares purchased by check or by electronic bank transfer. If you have written a check on a fund with checkwriting privileges, that check may be rejected if your fund account does not have a sufficient available balance.
Address change. If you change your address online or by telephone, there may be up to a 14-day restriction on your ability to request check redemptions online and by telephone. You can request a redemption in writing at any time. Confirmations of address changes are sent to both the old and new addresses.
Payment to a different person or address. At your request, we can make your redemption check payable, or wire your redemption proceeds, to a different person or send it to a different address. However, this generally requires the written consent of all registered account owners and may require additional documentation, such as a signature guarantee or a notarized signature. You may obtain a signature guarantee from some commercial or savings banks, credit unions, trust companies, or member firms of a U.S. stock exchange.
No cancellations. Vanguard will not accept your request to cancel any redemption request once processing has begun. Please be careful when placing a redemption request.
Emergency circumstances. Vanguard funds can postpone payment of redemption proceeds for up to seven calendar days. In addition, Vanguard funds can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days at times when the NYSE is closed or during emergency circumstances, as determined by the SEC.
Exchanging Shares
An exchange occurs when you use the proceeds from the redemption of shares of one Vanguard fund to simultaneously purchase shares of a different Vanguard fund. You can make exchange requests online (if you are registered for online access), by telephone, or by mail. See Purchasing Shares and Redeeming Shares .
If the NYSE is open for regular trading (generally until 4 p.m., Eastern time, on a business day) at the time an exchange request is received in good order, the trade date generally will be the same day. See Other Rules You Should KnowGood Order for additional information on all transaction requests.
Vanguard will not accept your request to cancel any exchange request once processing has begun. Please be careful when placing an exchange request.
Please note that Vanguard reserves the right, without notice, to revise or terminate the exchange privilege, limit the amount of any exchange, or reject an exchange, at any time, for any reason. See Frequent-Trading Limitations for additional restrictions on exchanges.
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Frequent-Trading Limitations
Because excessive transactions can disrupt management of a fund and increase the funds costs for all shareholders, the board of trustees of each Vanguard fund places certain limits on frequent trading in the funds. Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) limits an investors purchases or exchanges into a fund account for 30 calendar days (60 calendar days for participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the investor has redeemed or exchanged out of that fund account. ETF Shares are not subject to these frequent-trading limits.
For Vanguard Retirement Investment Program pooled plans, the limitations apply to exchanges made online or by telephone.
These frequent-trading limitations do not apply to the following:
Purchases of shares with reinvested dividend or capital gains distributions.
Transactions through Vanguards Automatic Investment Plan, Automatic Exchange Service, Direct Deposit Service, Automatic Withdrawal Plan, Required Minimum Distribution Service, and Vanguard Small Business Online ® .
Discretionary transactions through Vanguard Asset Management Services , Vanguard Personal Advisor Services ® , and Vanguard Institutional Advisory Services ® .
Redemptions of shares to pay fund or account fees.
Redemptions of shares to remove excess shareholder contributions to certain types of retirement accounts (including, but not limited to, IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans).
Transaction requests submitted by mail to Vanguard from shareholders who hold their accounts directly with Vanguard or through a Vanguard brokerage account. (Transaction requests submitted by fax, if otherwise permitted, are subject to the limitations.)
Transfers and reregistrations of shares within the same fund.
Purchases of shares by asset transfer or direct rollover.
Conversions of shares from one share class to another in the same fund.
Checkwriting redemptions.
Section 529 college savings plans.
Certain approved institutional portfolios and asset allocation programs, as well as trades made by funds or trusts managed by Vanguard or its affiliates that invest in other Vanguard funds. (Please note that shareholders of Vanguards funds of funds are subject to the limitations.)
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For participants in employer-sponsored defined contribution plans,* the frequent-trading limitations do not apply to:
Purchases of shares with participant payroll or employer contributions or loan repayments.
Purchases of shares with reinvested dividend or capital gains distributions.
Distributions, loans, and in-service withdrawals from a plan.
Redemptions of shares as part of a plan termination or at the direction of the plan.
Transactions executed through the Vanguard Managed Account Program.
Redemptions of shares to pay fund or account fees.
Share or asset transfers or rollovers.
Reregistrations of shares.
Conversions of shares from one share class to another in the same fund.
Exchange requests submitted by written request to Vanguard. (Exchange requests
submitted by fax, if otherwise permitted, are subject to the limitations.)
* The following Vanguard fund accounts are subject to the frequent-trading limitations: SEP-IRAs, SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, and Vanguard Individual 401(k) Plans.
Accounts Held by Institutions (Other Than Defined Contribution Plans)
Vanguard will systematically monitor for frequent trading in institutional clients accounts. If we detect suspicious trading activity, we will investigate and take appropriate action, which may include applying to a clients accounts the 30 -day policy previously described, prohibiting a clients purchases of fund shares, and/or revoking the clients exchange privilege.
Accounts Held by Intermediaries
When intermediaries establish accounts in Vanguard funds for the benefit of their clients, we cannot always monitor the trading activity of the individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor their clients trading activities with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries will be asked to assess these fees on client accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that
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Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If you invest with Vanguard through an intermediary, please read that firms materials carefully to learn of any other rules or fees that may apply.
Other Rules You Should Know
Prospectus and Shareholder Report Mailings
When two or more shareholders have the same last name and address, just one summary prospectus (or prospectus) and/or shareholder report may be sent in an attempt to eliminate the unnecessary expense of duplicate mailings. You may request individual prospectuses and reports by contacting our Client Services Department in writing, by telephone, or online. See Contacting Vanguard .
Vanguard.com
Registration. If you are a registered user of vanguard.com, you can review your account holdings; buy, sell, or exchange shares of most Vanguard funds; and perform most other transactions through our website. You must register for this service online.
Electronic delivery. Vanguard can deliver your account statements, transaction confirmations, prospectuses, tax forms, and shareholder reports electronically. If you are a registered user of vanguard.com , you can consent to the electronic delivery of these documents by logging on and changing your mailing preferences under Account Maintenance. You can revoke your electronic consent at any time through our website, and we will begin to send paper copies of these documents within 30 days of receiving your revocation.
Telephone Transactions
Automatic. When we set up your account, we will automatically enable you to do business with us by telephone, unless you instruct us otherwise in writing.
Tele-Account ® . To obtain fund and account information through Vanguards automated telephone service, you must first establish a Personal Identification Number (PIN) by calling Tele-Account at 800-662-6273.
Proof of a callers authority. We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
Account registration and address.
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Good Order
We reserve the right to reject any transaction instructions that are not in good order. Good order generally means that your instructions:
Are provided by the person(s) authorized in accordance with Vanguards policies and procedures to access the account and request transactions.
Include the fund name and account number.
Include the amount of the transaction (stated in dollars, shares, or percentage).
Written instructions also must generally include:
An original signature and date from the authorized person(s).
Signature guarantees or notarized signatures, if required for the type of transaction.
(Call Vanguard for specific requirements.)
Any supporting documentation that may be required.
Written instructions are acceptable when a Vanguard form is not applicable. The requirements vary among types of accounts and transactions. For more information, consult our website at vanguard.com or see Contacting Vanguard.
Vanguard reserves the right, without notice, to revise the requirements for good order.
Future Trade-Date Requests
Vanguard does not accept requests to hold a purchase, redemption, or exchange transaction for a future date. All such requests will receive trade dates as previously described in Purchasing Shares, Redeeming Shares, and Exchanging Shares . Vanguard reserves the right to return future-dated purchase checks.
Accounts With More Than One Owner
If an account has more than one owner or authorized person, Vanguard generally will accept instructions from any one owner or authorized person.
Responsibility for Fraud
Vanguard will not be responsible for any account losses because of fraud if we reasonably believe that the person transacting business on an account is authorized to do so. Please take precautions to protect yourself from fraud. Keep your account information private, and immediately review any account statements or other information that we provide to you. It is important that you contact Vanguard immediately about any transactions or changes to your account that you believe to be unauthorized.
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Uncashed Checks
Please cash your distribution or redemption checks promptly. Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Dormant Accounts
If your account has no activity in it for a period of time, Vanguard may be required to transfer it to a state under the states abandoned property law.
Unusual Circumstances
If you experience difficulty contacting Vanguard online or by telephone, you can send us your transaction request by regular or express mail. See Contacting Vanguard for addresses.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
Please see Frequent - Trading Limitations Accounts Held by Intermediaries for information about the assessment of any purchase or redemption fees and the monitoring of frequent trading for accounts held by intermediaries.
Account Service Fee
Vanguard charges a $20 account service fee on fund accounts that have a balance below $10,000 for any reason, including market fluctuation. The account service fee applies to both retirement and nonretirement fund accounts and will be assessed on fund accounts in all Vanguard funds, regardless of the account minimum. The fee, which will be collected by redeeming fund shares in the amount of $20, will be deducted from a fund account only once per calendar year.
If you register on vanguard.com and elect to receive electronic delivery of statements, reports, and other materials for all of your fund accounts, the account service fee for balances below $10,000 will not be charged, so long as that election remains in effect.
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The account service fee also does not apply to the following:
Money market sweep accounts owned in connection with a Vanguard Brokerage Services ® account.
Accounts held through intermediaries.
Accounts held by institutional clients.
Accounts held by Voyager, Voyager Select, Flagship, and Flagship Select clients.
Eligibility is based on total household assets held at Vanguard, with a minimum of $50,000 to qualify for Vanguard Voyager Services ® , $500,000 for Vanguard Voyager Select Services ® , $1 million for Vanguard Flagship Services ® , and $10 million for Vanguard Flagship Select Services . Vanguard determines eligibility by aggregating assets of all qualifying accounts held by the investor and immediate family members who reside at the same address. Aggregate assets include investments in Vanguard mutual funds, Vanguard ETFs ® , certain annuities through Vanguard, the Vanguard 529 Plan, and certain small-business accounts. Assets in employer-sponsored retirement plans for which Vanguard provides recordkeeping services may be included in determining eligibility if the investor also has a personal account holding Vanguard mutual funds. Note that assets held in a Vanguard Brokerage Services account (other than Vanguard funds, including Vanguard ETFs) are not included when determining a households eligibility.
Participant accounts in employer-sponsored defined contribution plans.* Please consult your enrollment materials for the rules that apply to your account.
Section 529 college savings plans.
* The following Vanguard fund accounts have alternative fee structures: SIMPLE IRAs, certain Individual 403(b)(7) Custodial Accounts, Vanguard Retirement Investment Program pooled plans, and Vanguard Individual 401(k) Plans.
Low-Balance Accounts
The Fund reserves the right to liquidate a fund account whose balance falls below the account minimum for any reason, including market fluctuation. This liquidation policy applies to nonretirement fund accounts and accounts that are held through intermediaries. Any such liquidation will be preceded by written notice to the investor.
Right to Change Policies
In addition to the rights expressly stated elsewhere in this prospectus, Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the
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registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a group of shareholders; and (6) redeem an account or suspend account privileges, without the owners permission to do so, in cases of threatening conduct or activity Vanguard believes to be suspicious, fraudulent, or illegal. Changes may affect any or all investors. These actions will be taken when, at the sole discretion of Vanguard management, Vanguard reasonably believes they are deemed to be in the best interest of a fund.
Fund and Account Updates
Confirmation Statements
We will send (or provide through our website, whichever you prefer) a confirmation of your trade date and the amount of your transaction when you buy, sell, or exchange shares. However, we will not send confirmations reflecting only checkwriting redemptions or the reinvestment of dividend or capital gains distributions. For any month in which you had a checkwriting redemption, a Checkwriting Activity Statement will be sent to you itemizing the checkwriting redemptions for that month. Promptly review each confirmation statement that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on a confirmation statement, or Vanguard will consider the transaction properly processed.
Portfolio Summaries
We will send (or provide through our website, whichever you prefer) quarterly portfolio summaries to help you keep track of your accounts throughout the year. If you prefer, you may request to receive monthly portfolio summaries. Each summary shows the market value of your account at the close of the statement period, as well as all distributions, purchases, redemptions, exchanges, and transfers for the current calendar quarter (or month). Promptly review each summary that we provide to you. It is important that you contact Vanguard immediately with any questions you may have about any transaction reflected on the summary, or Vanguard will consider the transaction properly processed.
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Tax Information Statements
For most accounts, we are required to provide annual tax forms to assist you in preparing your income tax returns. We will send (or provide through our website, whichever you prefer) tax forms for each calendar year early in the following year. Registered users of vanguard.com can also view these forms through our website. Vanguard may also provide you with additional tax-related documentation. For more information, consult our website at vanguard.com or see Contacting Vanguard .
Annual and Semiannual Reports
We will send (or provide through our website, whichever you prefer) reports about Vanguard Explorer Value Fund twice a year, in April and October. These reports include overviews of the financial markets and provide the following specific Fund information:
Portfolio Holdings
P lease consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Funds portfolio holdings.
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Additional Information | |||||
Inception | Suitable | Newspaper | Vanguard | CUSIP | |
Date | for IRAs | Abbreviation | Fund Number | Number | |
Explorer Value Fund | 3/30/2010 | Yes | ExpValFd | 1690 | 92206C748 |
CFA ® is a registered trademark owned by CFA Institute.
Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
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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 fund.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporation .
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
Russell 2500 Value Index. An index that measures the performance of those Russell 2500 companies with lower price/book ratios and lower predicted and historical growth rates.
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Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
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Connect with Vanguard ® > vanguard.com
For More Information | If you are a current Vanguard shareholder and would |
If you would like more information about Vanguard | like information about your account, account |
Explorer Value Fund, the following documents are | transactions, and/or account statements, please call: |
available free upon request: | |
Client Services Department | |
Annual/Semiannual Reports to Shareholders | Telephone: 800-662-2739 |
Additional information about the Funds investments is | Text telephone for people with hearing impairment: |
available in the Funds annual and semiannual reports | 800-749-7273 |
to shareholders. In the annual report, you will find a | |
Information Provided by the Securities and | |
discussion of the market conditions and investment | |
Exchange Commission (SEC) | |
strategies that significantly affected the Funds | |
You can review and copy information about the Fund | |
performance during its last fiscal year. | |
(including the SAI) at the SECs Public Reference Room | |
Statement of Additional Information (SAI) | in Washington, DC. To find out more about this public |
The SAI provides more detailed information about the | service, call the SEC at 202-551-8090. Reports and |
Fund and is incorporated by reference into (and thus | other information about the Fund are also available in |
legally a part of) this prospectus. | the EDGAR database on the SECs website at |
www.sec.gov, or you can receive copies of this | |
To receive a free copy of the latest annual or semiannual | |
information, for a fee, by electronic request at the | |
report or the SAI, or to request additional information | |
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writing the Public Reference Section, Securities and | |
vanguard.com or contact us as follows: | |
Exchange Commission, Washington, DC 20549-1520. | |
The Vanguard Group | |
Funds Investment Company Act file number: 811-07803 | |
Investor Information Department | |
P.O. Box 2600 | |
Valley Forge, PA 19482-2600 | |
Telephone: 800-662-7447 | |
Text telephone for people with hearing impairment: | |
800-749-7273 |
©
2015
The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
P 1690 122015
Fund Summary
Investment Objective
The Fund seeks to provide long-term capital appreciation.
Fees and Expenses
The following table describes the fees and expenses you may pay if you buy and hold shares of the Fund. “Acquired Fund Fees and Expenses” are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies, such as business development companies. Business development company expenses are similar to the expenses paid by any operating company held by the Fund. They are not direct costs paid by Fund shareholders and are not used to calculate the Fund’s net asset value. They have no impact on the costs associated with Fund operations.
Shareholder Fees | |
(Fees paid directly from your investment) | |
Sales Charge (Load) Imposed on Purchases | None |
Purchase Fee | None |
Sales Charge (Load) Imposed on Reinvested Dividends | None |
Redemption Fee | None |
Annual Fund Operating Expenses | |
(Expenses that you pay each year as a percentage of the value of your investment) | |
Management Fees | 0.53% |
12b-1 Distribution Fee | None |
Other Expenses | 0.03% |
Acquired Fund Fees and Expenses | 0 .09% |
Total Annual Fund Operating Expenses 1 | 0.65% |
1 Acquired Fund Fees and Expenses are not included in the Fund's financial statements, which provide a clearer picture of a fund's actual operating costs.
1
Example
The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. It illustrates the hypothetical expenses that you would incur over various periods if you invested $10,000 in the Fund’s shares. This example assumes that the Fund provides a return of 5% each year and that total annual fund operating expenses remain as stated in the preceding table. The results apply whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years |
$ 66 | $208 | $362 | $810 |
Portfolio Turnover
The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in more taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the previous expense example, reduce the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 35 % of the average value of its portfolio.
Principal Investment Strategies
The Fund invests mainly in the stocks of small and mid-size U.S. companies, choosing stocks considered by an advisor to be undervalued. Undervalued stocks are generally those that are out of favor with investors and are trading at prices that an advisor feels are below average in relation to measures such as cash flow and book value. These stocks may have above-average dividend yields. The Fund uses multiple investment advisors.
Principal Risks
An investment in the Fund could lose money over short or even long periods. You should expect the Fund’s share price and total return to fluctuate within a wide rang e. The Fund is subject to the following risks, which could affect the Fund’s performance:
• Stock market risk , which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
• Investment style risk , which is the chance that returns from small- and mid-capitalization value stocks will trail returns from the overall stock market. Historically, small- and mid-cap stocks have been more volatile in price than the large-cap stocks
2
that dominate the overall market, and they often perform quite differently. Small and mid-size companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions.
• Manager risk , which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Annual Total Returns
The following bar chart and table are intended to help you understand the risks of investing in the Fund. The bar chart shows how the performance of the Fund has varied from one calendar year to another over the periods shown. The table shows how the average annual total returns of the Fund compare with those of a relevant market index, which has investment characteristics similar to those of the Fund. Keep in mind that the Fund’s past performance does not indicate how the Fund will perform in the future. Updated performance information is available on our website at vanguard.com/performance or by calling Vanguard toll-free at 800-662-7447.
1 The year-to-date return as of the most recent calendar quarter, which ended on September 30, 2015, was –6.91%.
During the periods shown in the bar chart, the highest return for a calendar quarter was 14.90% (quarter ended December 31, 2011), and the lowest return for a quarter was –19.86% (quarter ended September 30, 2011).
3
Average Annual Total Returns for Periods Ended December 31, 2014 | ||
Since | ||
Inception | ||
(Mar. 30, | ||
1 Year | 2010) | |
Vanguard Explorer Value Fund Investor Shares | 4.80% | 15.19% |
Russell 2500 Value Index | ||
(reflects no deduction for fees or expenses) | 7.11% | 13.98% |
Investment Advisors
Cardinal Capital Management, L.L.C. (Cardinal Capital) Frontier Capital Management Co., LLC (Frontier Capital) Sterling Capital Management LLC (Sterling)
Portfolio Managers
Eugene Fox III, Partner and Portfolio Manager of Cardinal Capital. He has co-managed a portion of the Fund since its inception in 2010.
Robert B. Kirkpatrick, CFA, Partner and Portfolio Manager of Cardinal Capital. He has co-managed a portion of the Fund since its inception in 2010.
Rachel D. Matthews, Partner and Portfolio Manager of Cardinal Capital. She has co-managed a portion of the Fund since 2013.
Thomas W. Duncan, Jr., Senior Vice President and Portfolio Manager of Frontier Capital. He has co-managed a portion of the Fund since its inception in 2010.
William A. Teichner, CFA, Senior Vice President and Portfolio Manager of Frontier Capital. He has co-managed a portion of the Fund since its inception in 2010.
Timothy P. Beyer, CFA, Managing Director and Portfolio Manager of Sterling. He has co-managed a portion of the Fund since 2012.
Eduardo A. Brea, CFA, Managing Director and Portfolio Manager of Sterling. He has co-managed a portion of the Fund since its inception in 2010.
4
Tax Information
The Funds distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Payments to Financial Intermediaries
The Fund and its investment advisors do not pay financial intermediaries for sales of Fund shares.
5
More on the Fund
This prospectus describes the principal risks you would face as a Fund shareholder. It is important to keep in mind one of the main axioms of investing: generally, the higher the risk of losing money, the higher the potential reward. The reverse, also, is generally true: the lower the risk, the lower the potential reward. As you consider an investment in any mutual fund, you should take into account your personal tolerance
for fluctuations in the securities markets. Look for this
symbol throughout the
prospectus. It is used to mark detailed information about the more significant risks that you would confront as a Fund shareholder. To highlight terms and concepts important to mutual fund investors, we have provided Plain Talk
®
explanations along the way. Reading the prospectus will help you decide whether the Fund is the right investment for you. We suggest that you keep this prospectus for future reference.
This prospectus is intended for participants in employer-sponsored retirement or savings plans. Another version—for investors who would like to open a personal investment account—can be obtained by visiting our website at vanguard.com or by calling Vanguard at 800-662-7447.
Plain Talk About Fund Expenses |
All mutual funds have operating expenses. These expenses, which are deducted |
from a fund’s gross income, are expressed as a percentage of the net assets of |
the fund. Assuming that operating expenses remain as stated in the Fees and |
Expenses section, Vanguard Explorer Value Fund’s expense ratio would be |
0.65% , or $6.50 per $1,000 of average net assets. The average expense ratio for |
small-cap value funds in 2014 was 1.35% , or $13.50 per $1,000 of average net |
assets (derived from data provided by Lipper, a Thomson Reuters Company, |
which reports on the mutual fund industry). |
Plain Talk About Costs of Investing |
Costs are an important consideration in choosing a mutual fund. That is because |
you, as a shareholder, pay a proportionate share of the costs of operating a fund, |
plus any transaction costs incurred when the fund buys or sells securities. These |
costs can erode a substantial portion of the gross income or the capital |
appreciation a fund achieves. Even seemingly small differences in expenses can, |
over time, have a dramatic effect on a fund's performance. |
6
The following sections explain the principal investment strategies and policies that the Fund uses in pursuit of its objective. The Fund's board of trustees, which oversees the Funds management, may change investment strategies or policies in the interest of shareholders without a shareholder vote, unless those strategies or policies are designated as fundamental. Note that the Funds investment objective is not fundamental and may be changed without a shareholder vote.
Market Exposure
The Fund invests mainly in common stocks of small- and mid-cap companies that are considered to have low prices in relation to their cash flow and book value. These stocks may have above-average dividend yields.
7
Plain Talk About Growth Funds and Value Funds |
Growth investing and value investing are two styles employed by stock-fund |
managers. Growth funds generally focus on stocks of companies believed to |
have above-average potential for growth in revenue, earnings, cash flow, or other |
similar criteria. These stocks typically have low dividend yields and above-average |
prices in relation to measures such as earnings and book value. Value funds |
typically emphasize stocks whose prices are below average in relation to those |
measures; these stocks often have above-average dividend yields. Value stocks |
also may remain undervalued by the market for long periods of time. Growth and |
value stocks have historically produced similar long-term returns, though each |
style has periods when it outperforms the other. |
Stocks of publicly traded companies and funds that invest in stocks are often classified according to market value, or market capitalization. These classifications typically include small-cap, mid-cap, and large-cap. It is important to understand that, for both companies and stock funds, market-capitalization ranges change over time. Also, interpretations of size vary, and there are no official definitions of small-, mid-, and large-cap, even among Vanguard fund advisors. The asset-weighted median market capitalization of the Funds stock holdings as of August 31, 2015 , was $2.5 billion.
Because it invests mainly in stocks, the Fund is subject to certain risks.
The Fund is subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices.
To illustrate the volatility of stock prices, the following table shows the best, worst, and average annual total returns for the U.S. stock market over various periods as measured by the S&P 500 Index, a widely used barometer of U.S. stock market activity. Total returns consist of dividend income plus change in market price. Note that the returns shown do not include the costs of buying and selling stocks or other expenses that a real-world investment portfolio would incur.
8
U.S. Stock Market Returns | ||||
(192620 14 ) | ||||
1 Year | 5 Years | 10 Years | 20 Years | |
Best | 54.2% | 28.6% | 19.9% | 17.8% |
Worst | 43.1 | 12.4 | 1.4 | 3.1 |
Average | 12.0 | 10.0 | 10.4 | 11.1 |
The table covers all of the rolling 1-, 5-, 10-, and 20-year periods from 1926 through 2014 . You can see, for example, that although the average annual return on common stocks for all of the 5-year periods was 10% , average annual returns for individual 5-year periods ranged from 12.4% (from 1928 through 1932) to 28.6% (from 1995 through 1999). These average annual returns reflect past performance of common stocks; you should not regard them as an indication of future performance of either the stock market as a whole or the Fund in particular.
Keep in mind that the Fund focuses on the stocks of smaller companies. Historically, small- and mid-cap stocks have been more volatile thanand at times have performed quite differently fromthe large-cap stocks of the S&P 500 Index. This volatility is the result of several factors, which may include (but is not limited to) less certain growth and dividend prospects for smaller companies, fewer financial reserves during adverse market conditions, less access to capital funding, and generally greater sensitivity to changes within the company.
The Fund is subject to investment style risk, which is the chance that returns from small- and mid-capitalization value stocks will trail returns from the overall stock market. Historically, small- and 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. Small and mid-size companies tend to have greater stock volatility because, among other things, these companies are more sensitive to changing economic conditions
Security Selection
The Fund uses multiple investment advisors. Each advisor independently selects and maintains a portfolio of common stocks for the Fund.
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. Different advisors may reach different conclusions on the same security.
9
Although each advisor uses a traditional, bottom-up investment approach, each uses a different process to select securities for its portion of the Funds assets.
Cardinal Capital Management, L.L.C. (Cardinal Capital), employs a cash-flow-oriented investment process. Cardinal Capital believes that a companys stock price is ultimately determined by its ability to generate excess cash flow and redeploy that cash to enhance shareholder value. The investment process is based on detailed five-year projections that include an analysis of the companys financials and interviews with the companys management. Cardinal Capital looks for companies with significant free cash flow, stable and predictable business models, and competent management.
Frontier Capital Management Co., LLC (Frontier Capital), selects stocks by identifying companies that the advisor believes are undervalued relative to their long-term intrinsic value. The advisors fundamental, bottom-up investment approach seeks companies with solid business models, unrecognized earnings power, and attractive valuations across a variety of measures (price-to-book, enterprise value-to-sales, and price-to-earnings power). The resulting portfolio of 7090 stocks is expected to be broadly diversified by sector.
Sterling Capital Management LLC (Sterling) utilizes an intrinsic value approach to investing that seeks to identify stocks of quality companies selling at large discounts to the underlying value of the business. Quality companies are defined as those that generate substantial levels of free cash flow, have numerous reinvestment opportunities at attractive returns, and enjoy competitive advantages. During security analysis, the advisor will consider factors such as free cash flow, balance sheet strength, return on invested capital, competitive advantages, and management teams.
The Fund is subject to manager risk, which is the chance that poor security selection will cause the Fund to underperform relevant benchmarks or other funds with a similar investment objective.In addition, significant investment in the financial sector subjects the Fund to proportionately higher exposure to the risks of this sector.
Other Investment Policies and Risks
In addition to investing in small- and mid-cap value stocks, the Fund may make other kinds of investments to achieve its objective.
Although the Fund typically does not make significant investments in foreign securities, it reserves the right to invest up to 30% of its assets in foreign securities, which may include depositary receipts. Foreign securities may be traded on U.S. or foreign markets. To the extent that it owns foreign securities, the Fund is subject to country risk and currency risk. Country risk is the chance that world eventssuch as political upheaval, financial troubles, or natural disasterswill adversely affect the value of securities issued by companies in foreign countries. In addition, the prices of
10
foreign stocks and the prices of U.S. stocks have, at times, moved in opposite directions. Currency risk is the chance that the value of a foreign investment, measured in U.S. dollars, will decrease because of unfavorable changes in currency exchange rates.
The Fund may invest, to a limited extent, in derivatives. Generally speaking, a derivative is a financial contract whose value is based on the value of a financial asset (such as a stock, a bond, or a currency), a physical asset (such as gold, oil, or wheat), a market index (such as the S&P 500 Index), or a reference rate (such as LIBOR). Investments in derivatives may subject the Fund to risks different from, and possibly greater than, those of investments directly in the underlying securities, assets, or market indexes. The Fund will not use derivatives for speculation or for the purpose of leveraging (magnifying) investment returns.
The Fund may enter into foreign currency exchange forward contracts, which are a type of derivative. A foreign currency exchange forward contract is an agreement to buy or sell a c urrency at a specific price on a specific date, usually 30, 60, or 90 days in the future. In other words, the contract guarantees an exchange rate on a given date. Advisors of funds that invest in foreign securities can use these contracts to guard against unfavorable changes in currency exchange rates. These contracts, however, would not prevent the Fund's securities from falling in value as a result of risks other than unfavorable currency exchange movements.
The Vanguard Group, Inc. (Vanguard), administers a small portion of the Fund's assets to facilitate cash flows to and from the Fund's advisors. Vanguard typically invests these assets in stock index futures, which are a type of derivative, and/or shares of exchange-traded funds (ETFs), including ETF Shares issued by Vanguard stock funds. These stock index futures and ETFs typically provide returns similar to those of common stocks. Vanguard may also purchase futures or ETFs when doing so will reduce the Fund's transaction costs or add value because the instruments are favorably priced. Vanguard receives no additional revenue from Fund assets invested in ETF Shares of other Vanguard funds. Fund assets invested in ETF Shares are excluded when allocating to the Fund its share of the costs of Vanguard operations.
11
Plain Talk About Derivatives |
Derivatives can take many forms. Some forms of derivativessuch as exchange- |
traded futures and options on securities, commodities, or indexeshave been |
trading on regulated exchanges for decades. These types of derivatives are |
standardized contracts that can easily be bought and sold and whose market |
values are determined and published daily. Non-exchange-traded derivatives (such |
as certain swap agreements and foreign currency exchange forward contracts), |
on the other hand, tend to be more specialized or complex and may be more |
difficult to accurately v alue. |
Cash Management
The Fund's daily cash balance may be invested in one or more Vanguard CMT Funds, which are very low-cost money market funds. When investing in a Vanguard CMT Fund, the Fund bears its proportionate share of the expenses of the CMT Fund in which it invests. Vanguard receives no additional revenue from Fund assets invested in a Vanguard CMT Fund.
Temporary Investment Measures
The Fund may temporarily depart from its normal investment policies and strategies when an advisor believes that doing so is in the Fund's best interest, so long as the alternative is consistent with the Fund's investment objective. For instance, the Fund may invest beyond its normal limits in derivatives or exchange-traded funds that are consistent with the Fund's objective when those instruments are more favorably priced or provide needed liquidity, as might be the case if the Fund is transitioning assets from one advisor to another or receives large cash flows that it cannot prudently invest immediately.
In addition, the Fund may take temporary defensive positions that are inconsistent with its normal investment policies and strategiesfor instance, by allocating substantial assets to cash equivalent investments or other less volatile instrumentsin response to adverse or unusual market, economic, political, or other conditions. In doing so, the Fund may succeed in avoiding losses but may otherwise fail to achieve its investment objective.
Frequent Trading or Market-Timing
Background. Some investors try to profit from strategies involving frequent trading of mutual fund shares, such as market-timing. For funds holding foreign securities, investors may try to take advantage of an anticipated difference between the price of the funds shares and price movements in overseas markets, a practice also known as time-zone arbitrage. Investors also may try to engage in frequent trading of funds
12
holding investments such as small-cap stocks and high-yield bonds. As money is shifted into and out of a fund by a shareholder engaging in frequent trading, the fund incurs costs for buying and selling securities, resulting in increased brokerage and administrative costs. These costs are borne by all fund shareholders, including the long-term investors who do not generate the costs. In addition, frequent trading may interfere with an advisors ability to efficiently manage the fund.
Policies to address frequent trading. The Vanguard funds (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) do not knowingly accommodate frequent trading. The board of trustees of each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) has adopted policies and procedures reasonably designed to detect and discourage frequent trading and, in some cases, to compensate the fund for the costs associated with it. These policies and procedures do not apply to Vanguard ETF ® Shares because frequent trading in ETF Shares generally does not disrupt portfolio management or otherwise harm fund shareholders. Although there is no assurance that Vanguard will be able to detect or prevent frequent trading or market-timing in all circumstances, the following policies have been adopted to address these issues:
Each Vanguard fund reserves the right to reject any purchase requestincluding exchanges from other Vanguard fundswithout notice and regardless of size. For example, a purchase request could be rejected because the investor has a history of frequent trading or if Vanguard determines that such purchase may negatively affect a funds operation or performance.
Each Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund) generally prohibits, except as otherwise noted in the Investing With Vanguard section, a participant from exchanging into a fund account for 60 calendar days (30 calendar days for investors other than participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) after the participant has exchanged out of that fund account.
Certain Vanguard funds charge shareholders purchase and/or redemption fees on transactions.
See the Investing With Vanguard section of this prospectus for further details on Vanguards transaction policies.
Each Vanguard fund (other than money market funds), in determining its net asset value, will use fair-value pricing when appropriate, as described in the Share Price section. Fair-value pricing may reduce or eliminate the profitability of certain frequent-trading strategies.
Do not invest with Vanguard if you are a market-timer.
13
Turnover Rate
Although the Fund generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. The Financial Highlights section of this prospectus shows historical turnover rates for the Fund. A turnover rate of 100%, for example, would mean that the Fund had sold and replaced securities valued at 100% of its net assets within a one-year period. The average turnover rate for small-cap value funds was approximately 68%, as reported by Morningstar, Inc., on August 31, 2015 .
Plain Talk About Turnover Rate |
Before investing in a mutual fund, you should review its turnover rate. This gives |
an indication of how transaction costs, which are not included in the funds |
expense ratio, could affect the funds future returns. In general, the greater the |
volume of buying and selling by the fund, the greater the impact that brokerage |
commissions and other transaction costs will have on its return. Also, funds with |
high turnover rates may be more likely to generate capital gains, including short- |
term capital gains, that must be distributed to shareholders. |
The Fund and Vanguard
The Fund is a member of The Vanguard Group, a family of more than 190 mutual funds holding assets of approximately $2.9 trillion. All of the funds that are members of The Vanguard Group (other than funds of funds) share in the expenses associated with administrative services and business operations, such as personnel, office space, and equipment.
Vanguard Marketing Corporation provides marketing services to the funds. Although shareholders do not pay sales commissions or 12b-1 distribution fees, each fund (other than a fund of funds) or each share class of a fund (in the case of a fund with multiple share classes) pays its allocated share of the Vanguard funds marketing costs.
14
Plain Talk About Vanguards Unique Corporate Structure |
The Vanguard Group is truly a mutual mutual fund company. It is owned jointly by |
the funds it oversees and thus indirectly by the shareholders in those funds. |
Most other mutual funds are operated by management companies that may be |
owned by one person, by a private group of individuals, or by public investors |
who own the management companys stock. The management fees charged by |
these companies include a profit component over and above the companies cost |
of providing services. By contrast, Vanguard provides services to its member |
funds on an at-cost basis, with no profit component, which helps to keep the |
funds expenses low. |
Investment Advisors
The Fund uses a multimanager approach. Each advisor independently manages its assigned portion of the Funds assets, subject to the supervision and oversight of Vanguard and the Funds board of trustees. The board of trustees designates the proportion of Fund assets to be managed by each advisor and may change these proportions at any time.
Cardinal Capital Management, L.L.C., Four Greenwich Office Park, Greenwich, CT
06831, is an investment management firm founded in 1995. As of August 31, 2015, the firm managed approximately $2 billion in assets.
Frontier Capital Management Co., LLC, 99 Summer Street, Boston, MA 02110, is an investment management firm founded in 1980. As of August 31, 2015, the firm managed approximately $14.4 billion in assets.
Sterling Capital Management LLC, Two Morrocroft Centre, 4064 Colony Road, Suite 300, Charlotte, NC 28211, is an investment management firm founded in 1970. As of August 31, 2015, the firm managed approximately $ 50.4 billion in assets.
The Fund 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 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 each advisors portion of the Fund relative to that of the Russell 3000 Value Custom Index (for Cardinal Capital), the Russell 2000 Value Index (for Frontier Capital), or the Russell 2500 Value Index (for Sterling) over the preceding 36-month period. The Russell 3000 Value Custom Index , which is rebalanced annually, includes all of the stocks in the Russell 3000 Value Index, except for the stocks of companies with market capitalizations above $7.5 billion or below $1 billion. When the performance adjustment is positive, the Funds expenses increase; when it is negative, expenses decrease.
15
For the fiscal year ended August 31, 2015 , the aggregate advisory fee represented an effective annual rate of 0.36% of the Funds average net assets , before a performance-based decrease of 0.02% .
Under the terms of an SEC exemption, the Funds board of trustees may, without prior approval from shareholders, change the terms of an advisory agreement or hire a new investment advisoreither as a replacement for an existing advisor or as an additional advisor. Any significant change in the Funds advisory arrangements will be communicated to shareholders in writing. In addition, as the Funds sponsor and overall manager, Vanguard may provide investment advisory services to the Fund, on an at-cost basis, at any time. Vanguard may also recommend to the board of trustees that an advisor be hired, terminated, or replaced or that the terms of an existing advisory agreement be revised.
For a discussion of why the board of trustees approved the Funds investment advisory agreements, see the most recent semiannual report to shareholders covering the fiscal period ended February 28 .
The managers primarily responsible for the day-to-day management of the Fund are:
Eugene Fox III , Partner and Portfolio Manager of Cardinal Capital. He has worked in investment management since 1987, has managed investment portfolios and has been with Cardinal Capital since 1995, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., University of Virginia; M.B.A., University of Chicago.
Robert B. Kirkpatrick , CFA, Partner and Portfolio Manager of Cardinal Capital. He has worked in investment management and has managed investment portfolios since 1985, has been with Cardinal Capital since 2000, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., Williams College.
Rachel D. Matthews , Partner and Portfolio Manager of Cardinal Capital. She has worked in investment management since 1989, has been with Cardinal Capital since 2001, has managed investment portfolios since 2009, and has co-managed a portion of the Fund since 2013. Education: B.A., Columbia University; M.B.A., New York University.
Thomas W. Duncan, Jr. , Senior Vice President and Portfolio Manager of Frontier Capital. He has worked in investment management with Frontier Capital since 1993, has managed investment portfolios since 1999, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., Skidmore College; M.B.A., Cornell University.
William A. Teichner , CFA, Senior Vice President and Portfolio Manager of Frontier Capital. He has worked in investment management with Frontier Capital since 1992, has managed investment portfolios since 1999, and has co-managed a portion of the Fund since its inception in 2010. Education: B.A., Columbia University; M.B.A., Harvard Business School.
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Timothy P. Beyer , CFA, Managing Director and Portfolio Manager of Sterling. He has worked in investment management since 1989, has managed investment portfolios with Sterling since 2004, and has co-managed a portion of the Fund since 2012. Education: B.S.B.A., East Carolina University.
Eduardo A. Brea , CFA, Managing Director and Portfolio Manager of Sterling. He has worked in investment management since 1989, has managed investment portfolios since 1993, has been with Sterling since 1995, and has co-managed a portion of the Fund since its inception in 2010. Education: B.S., University of Florida; M.B.A., University of South Florida.
The Statement of Additional Information provides information about each portfolio managers compensation, other accounts under management, and ownership of shares of the Fund.
Dividends, Capital Gains, and Taxes
The Fund distributes to shareholders virtually all of its net income (interest and dividends, less expenses) as well as any net capital gains realized from the sale of its holdings. Income dividends generally are distributed quarterly in March, June, September, and December. C apital gains distributions, if any, generally occur annually in December. In addition, the Fund may occasionally make a supplemental distribution at some other time during the year.
Your distributions will be reinvested in additional Fund shares and accumulate on a tax-deferred basis if you are investing through an employer-sponsored retirement or savings plan. You will not owe taxes on these distributions until you begin withdrawals from the plan. You should consult your plan administrator, your plans Summary Plan Description, or your tax advisor about the tax consequences of plan withdrawals.
Plain Talk About Distributions |
As a shareholder, you are entitled to your portion of a funds income from interest |
and dividends as well as capital gains from the funds sale of investments. |
Income consists of both the dividends that the fund earns from any stock |
holdings and the interest it receives from any money market and bond |
investments. Capital gains are realized whenever the fund sells securities for |
higher prices than it paid for them. |
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.,
17
Eastern time. The NAV per share is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the NYSE is closed, the NAV is not calculated, and the Fund does not sell or redeem shares. However, on those days the value of the Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
Stocks held by a Vanguard fund are valued at their market value when reliable market quotations are readily available from the principal exchange or market on which they are traded. Such securities are generally valued at their official closing price, the last reported sales price, or if there were no sales that day, the mean between the closing bid and asking prices. Certain short-term debt instruments used to manage a funds cash may be valued at amortized cost when it approximates fair value . The values of any foreign securities held by a fund are converted into U.S. dollars using an exchange rate obtained from an independent third party as of the close of regular trading on the NYSE. The values of any mutual fund shares held by a fund are based on the NAVs of the shares. The values of any ETF or closed-end fund shares held by a fund are based on the market value of the shares.
When a fund determines that market quotations either are not readily available or do not accurately reflect the value of a security, the security is priced at its fair value (the amount that the owner might reasonably expect to receive upon the current sale of the security). A fund also will use fair-value pricing if the value of a security it holds has been materially affected by events occurring before the funds pricing time but after the close of the principal exchange or market on which the security is traded. This most commonly occurs with foreign securities, which may trade on foreign exchanges that close many hours before the funds pricing time. Intervening events might be company-specific (e.g., earnings report, merger announcement) or country-specific or regional/global (e.g., natural disaster, economic or political news, act of terrorism, interest rate change). Intervening events include price movements in U.S. markets that exceed a specified threshold or that are otherwise deemed to affect the value of foreign securities. Fair-value pricing may be used for domestic securitiesfor example, if (1) trading in a security is halted and does not resume before the funds pricing time or a security does not trade in the course of a day and (2) the fund holds enough of the security that its price could affect the NAV.
Fair-value prices are determined by Vanguard according to procedures adopted by the board of trustees. When fair-value pricing is employed, the prices of securities used by a fund to calculate the NAV may differ from quoted or published prices for the same securities.
Vanguard fund share prices are published daily on our website at vanguard.com/prices.
18
Financial Highlights
The following financial highlights table is intended to help you understand the Funds financial performance for the periods shown, and certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost each period on an investment in the Fund (assuming reinvestment of all distributions). This information has been obtained from the financial statements audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose reportalong with the Funds financial statementsis included in the Funds most recent annual report to shareholders. You may obtain a free copy of the latest annual or semiannual report by visiting vanguard.com or by contacting Vanguard by telephone or mail.
Plain Talk About How to Read the Financial Highlights Table |
The Fund began fiscal year 2015 with a net asset value (share price) of $ 32.97 per |
share. During the year, the Fund earned $0 .259 per share from investment |
income (interest and dividends). There was a decline of $ 1.284 per share in the |
value of investments held or sold by the Fund, resulting in a net decline of $ 1.025 |
per share from investment operations. |
Shareholders received $ 1.855 per share in the form of dividend and capital gains |
distributions. A portion of each years distributions may come from the prior |
years income or capital gains. |
The share price at the end of the year was $ 30.09 , reflecting losses of $ 1.025 and |
distributions of $ 1.855 per share. This was a decrease of $2.88 per share (from |
$ 32.97 at the beginning of the year to $ 30.09 at the end of the year). For a |
shareholder who reinvested the distributions in the purchase of more shares, the |
total return was -3.12 % for the year. |
As of August 31, 2015, the Fund had approximately $ 291 million in net assets. For |
the year, its expense ratio was 0 .56 % ($5.60 per $1,000 of net assets), and its |
net investment income amounted to 0.78 % o f its a verage net assets. The Fund |
sold and replaced securities valued at 35 % of its net assets. |
19
20
Investing With Vanguard
The Fund is an investment option in your retirement or savings plan. Your plan administrator or your employee benefits office can provide you with detailed information on how to participate in your plan and how to elect the Fund as an investment option.
If you have any questions about the Fund or Vanguard, including those about the Funds investment objective, strategies, or risks, contact Vanguard Participant Services toll-free at 800-523-1188 or visit our website at vanguard.com .
If you have questions about your account, contact your plan administrator or the organization that provides recordkeeping services for your plan.
Be sure to carefully read each topic that pertains to your transactions with Vanguard.
Vanguard reserves the right to change its policies without notice to shareholders.
Investment Options and Allocations
Your plans specific provisions may allow you to change your investment selections, the amount of your contributions, or the allocation of your contributions among the investment choices available to you. Contact your plan administrator or employee benefits office for more details.
Transactions
Transaction requests (e.g., a contribution, an exchange, or a redemption) must be in good order. Good order means that Vanguard has determined that (1) your transaction request includes complete information and (2) appropriate assets are already in your account or new assets have been received or, if funded via ACH, credited to your account.
Processing times for your transaction requests may differ among recordkeepers or among transaction and funding types. Your plans recordkeeper (which may also be Vanguard) will determine the necessary processing time frames for your transaction requests prior to submission to the Fund. Consult your recordkeeper or plan administrator for more information.
Your transaction will then be based on the next-determined net asset value (NAV) of the Fund. If your transaction request is received in good order before the close of regular trading on the New York Stock Exchange (NYSE) (generally 4 p.m., Eastern time), you will receive that days NAV and trade date. NAVs are calculated only on days the NYSE is open for trading.
If Vanguard is serving as your plan recordkeeper and if your transaction involves one or more investments with an early cut-off time for processing or another trading restriction, your entire transaction will be subject to the restriction when the trade date for your transaction is determined.
21
Frequent-Trading Limitations
The exchange privilege (your ability to purchase shares of a fund using the proceeds from the simultaneous redemption of shares of another fund) may be available to you through your plan. 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. Because excessive exchanges can disrupt the management of the Vanguard funds and increase their transaction costs, Vanguard places certain limits on the exchange privilege.
If you are exchanging out of any Vanguard fund (other than money market funds and short-term bond funds, but including Vanguard Short-Term Inflation-Protected Securities Index Fund), you must wait 60 calendar days (30 calendar days for investors other than participants in employer-sponsored defined contribution plans recordkept directly by Vanguard) before exchanging back into the fund. This policy applies, regardless of the dollar amount . Please note that the 60-day clock restarts after every exchange out of the fund.
The frequent-trading limitations do not apply to the following: exchange requests submitted by mail to Vanguard (exchange requests submitted by fax, if otherwise permitted, are subject to the limitations); exchanges of shares purchased with participant payroll or employer contributions or loan repayments; exchanges of shares purchased with reinvested dividend or capital gains distributions; distributions, loans, and in-service withdrawals from a plan; redemptions of shares as part of a plan termination or at the direction of the plan; redemptions of shares to pay fund or account fees; share or asset transfers or rollovers; reregistrations of shares within the same fund; conversions of shares from one share class to another in the same fund; and transactions executed through th e Vanguard Managed Account Program.
Before making an exchange to or from another fund available in your plan, consider the following:
Certain investment options, particularly funds made up of company stock or investment contracts, may be subject to unique restrictions.
Vanguard can accept exchanges only as permitted by your plan. Contact your plan administrator for details on other exchange policies that apply to your plan.
Before making an exchange into another fund, it is important to read that funds prospectus. To obtain a copy, please contact Vanguard Participant Services toll-free at 800-523-1188.
Plans for which Vanguard does not serve as recordkeeper: If Vanguard does not serve as recordkeeper for your plan, your plans recordkeeper will establish accounts in Vanguard funds for the benefit of its clients. In such accounts, we cannot always monitor the trading activity of individual clients. However, we review trading activity at the intermediary (omnibus) level, and if we detect suspicious activity, we will
22
investigate and take appropriate action. If necessary, Vanguard may prohibit additional purchases of fund shares by an intermediary, including for the benefit of certain of the intermediarys clients. Intermediaries also may monitor participants trading activity with respect to Vanguard funds.
For those Vanguard funds that charge purchase and/or redemption fees, intermediaries that establish accounts in the Vanguard funds will be asked to assess these fees on participant accounts and remit these fees to the funds. The application of purchase and redemption fees and frequent-trading limitations may vary among intermediaries. There are no assurances that Vanguard will successfully identify all intermediaries or that intermediaries will properly assess purchase and redemption fees or administer frequent-trading limitations. If a firm other than Vanguard serves as recordkeeper for your plan, please read that firms materials carefully to learn of any other rules or fees that may apply.
Investing With Vanguard Through Other Firms
You may purchase or sell shares of most Vanguard funds through a financial intermediary, such as a bank, a broker, or an investment advisor. Please consult your financial intermediary to determine which, if any, shares are available through that firm and to learn about other rules that may apply. Your financial intermediary can provide you with account information and any required tax forms.
No Cancellations
Vanguard will not accept your request to cancel any transaction request once processing has begun. Please be careful when placing a transaction request.
Proof of a Callers Authority
We reserve the right to refuse a telephone request if the caller is unable to provide the requested information or if we reasonably believe that the caller is not an individual authorized to act on the account. Before we allow a caller to act on an account, we may request the following information:
Authorization to act on the account (as the account owner or by legal documentation or other means).
23
Uncashed Checks
Vanguard will not pay interest on uncashed checks. Vanguard may be required to transfer assets related to uncashed checks to a state under the states abandoned property law.
Portfolio Holdings
Please consult the Funds Statement of Additional Information or our website for a description of the policies and procedures that govern disclosure of the Funds portfolio holdings.
Additional Information | ||||
Newspaper | Vanguard | CUSIP | ||
Inception Date | Abbreviation | Fund Number | Number | |
Explorer Value Fund | 3/30/2010 | ExpValFd | 1690 | 92206C748 |
24
Accessing Fund Information Online
Vanguard Online at Vanguard.com
Visit Vanguards education-oriented website for access to timely news and information about Vanguard funds and services and easy-to-use, interactive tools to help you create your own investment and retirement strategies.
CFA ® is a registered trademark owned by CFA Institute.
Morningstar data © 2015 Morningstar, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results.
25
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 fund.
Capital Gains Distribution. Payment to mutual fund shareholders of gains realized on securities that a fund has sold at a profit, minus any realized losses.
Cash Equivalent Investments. Cash deposits, short-term bank deposits, and money market instruments that include U.S. Treasury bills and notes, bank certificates of deposit (CDs), repurchase agreements, commercial paper, and bankers acceptances.
Common Stock. A security representing ownership rights in a corporatio n.
Dividend Distribution. Payment to mutual fund shareholders of income from interest or dividends generated by a funds investments.
Expense Ratio. A funds total annual operating expenses expressed as a percentage of the funds average net assets. The expense ratio includes management and administrative expenses, but it does not include the transaction costs of buying and selling portfolio securities.
Inception Date. The date on which the assets of a fund (or one of its share classes) are first invested in accordance with the funds investment objective. For funds with a subscription period, the inception date is the day after that period ends. Investment performance is generally measured from the inception date.
Median Market Capitalization. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a funds stocks, weighted by the proportion of the funds assets invested in each stock. Stocks representing half of the funds assets have market capitalizations above the median, and the rest are below it.
Mutual Fund. An investment company that pools the money of many people and invests it in a variety of securities in an effort to achieve a specific objective over time.
Russell 2500 Value Index. An index that measures the performance of those Russell 2500 companies with lower price/book ratios and lower predicted and historical growth rates.
26
Securities. Stocks, bonds, money market instruments, and other investments.
Total Return. A percentage change, over a specified time period, in a mutual funds net asset value, assuming the reinvestment of all distributions of dividends and capital gains.
Volatility. The fluctuations in value of a mutual fund or other security. The greater a funds volatility, the wider the fluctuations in its returns.
Yield. Income (interest or dividends) earned by an investment, expressed as a percentage of the investments price.
27
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Institutional Division
P.O. Box 2900
Valley Forge, PA 19482-2900
Connect with Vanguard ® > vanguard.com
For More Information | Information Provided by the Securities and |
If you would like more information about Vanguard | Exchange Commission (SEC) |
Explorer Value Fund, the following documents are | You can review and copy information about the Fund |
available free upon request: | (including the SAI) at the SECs Public Reference Room |
in Washington, DC. To find out more about this public | |
Annual/Semiannual Reports to Shareholders | |
service, call the SEC at 202-551-8090. Reports and | |
Additional information about the Funds investments is | |
other information about the Fund are also available in | |
available in the Funds annual and semiannual reports | |
the EDGAR database on the SECs website at | |
to shareholders. In the annual report, you will find a | |
www.sec.gov, or you can receive copies of this | |
discussion of the market conditions and investment | |
information, for a fee, by electronic request at the | |
strategies that significantly affected the Funds | |
following email address: publicinfo@sec.gov, or by | |
performance during its last fiscal year. | |
writing the Public Reference Section, Securities and | |
Statement of Additional Information (SAI) | Exchange Commission, Washington, DC 20549-1520. |
The SAI provides more detailed information about the | |
Funds Investment Company Act file number: 811-07803 | |
Fund and is incorporated by reference into (and thus | |
legally a part of) this prospectus. | |
To receive a free copy of the latest annual or semiannual | |
report or the SAI, or to request additional information | |
about the Fund or other Vanguard funds, please visit | |
vanguard.com or contact us as follows: | |
The Vanguard Group | |
Participant Services | |
P.O. Box 2900 | |
Valley Forge, PA 19482-2900 | |
Telephone: 800-523-1188 | |
Text telephone for people with hearing impairment: | |
800-749-7273 |
©
2015
The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
I 1690 122015
PART B
VANGUARD ® SCOTTSDALE FUNDS
STATEMENT OF ADDITIONAL INFORMATION
December 22, 2015
This Statement of Additional Information is not a prospectus but should be read in conjunction with a Funds current prospectus (dated December 22, 2015 ). To obtain, without charge, a prospectus or the most recent Annual Report to Shareholders, which contains the Funds financial statements as hereby incorporated by reference, please contact The Vanguard Group, Inc. (Vanguard).
Phone: Investor Information Department at 800-662-7447 Online: vanguard.com
TABLE OF CONTENTS | |
Description of the Trust | B-1 |
Fundamental Policies | B-4 |
Investment Strategies, Risks, and Nonfundamental Policies | B-4 |
Share Price | B-30 |
Purchase and Redemption of Shares | B-30 |
Management of the Funds | B-32 |
Investment Advisory Services | B-52 |
Portfolio Transactions | B-59 |
Proxy Voting Guidelines | B-62 |
Information About the ETF Share Class | B-68 |
Financial Statements | B-77 |
Description of Bond Ratings | B-78 |
DESCRIPTION OF THE TRUST
Vanguard Scottsdale Funds (the Trust) currently offers the following funds and share classes (identified by ticker symbol):
Share Classes 1 | ||||
Fund 2 | Investor | Admiral | Institutional | ETF |
Vanguard Explorer Value TM Fund | VEVFX | | | |
Vanguard Short-Term Government Bond Index Fund | | VSBSX | VSBIX | VGSH |
Vanguard Intermediate-Term Government Bond Index Fund | | VSIGX | VIIGX | VGIT |
Vanguard Long-Term Government Bond Index Fund | | VLGSX | VLGIX | VGLT |
Vanguard Short-Term Corporate Bond Index Fund | | VSCSX | VSTBX | VCSH |
Vanguard Intermediate-Term Corporate Bond Index Fund | | VICSX | VICBX | VCIT |
Vanguard Long-Term Corporate Bond Index Fund | | VLTCX | VLCIX | VCLT |
Vanguard Mortgage-Backed Securities Index Fund | | VMBSX | VMBIX | VMBS |
Vanguard Russell 1000 Index Fund | | | VRNIX | VONE |
Vanguard Russell 1000 Value Index Fund | | | VRVIX | VONV |
Vanguard Russell 1000 Growth Index Fund | | | VRGWX | VONG |
Vanguard Russell 2000 Index Fund | | | VRTIX | VTWO |
Vanguard Russell 2000 Value Index Fund | | | VRTVX | VTWV |
Vanguard Russell 2000 Growth Index Fund | | | VRTGX | VTWG |
Vanguard Russell 3000 Index Fund | | | VRTTX | VTHR |
1 Individually, a class; collectively, the classes. | ||||
2 Individually, a Fund; collectively, the Funds. |
B-1
The Trust has the ability to offer additional funds or classes of shares. There is no limit on the number of full and fractional shares that may be issued for a single fund or class of shares.
Throughout this document, any references to class apply only to the extent a Fund issues multiple classes.
Organization
The Trust was organized as a Delaware statutory trust in 1996. Prior to 2009, the Trust was known as Vanguard Treasury Funds. The Trust is registered with the United States Securities and Exchange Commission (SEC) under the Investment Company Act of 1940 (the 1940 Act) as an open-end management investment company. All Funds within the Trust are classified as diversified within the meaning of the 1940 Act.
Service Providers
Custodians. Bank of New York Mellon, One Wall Street, New York, NY 10286, serves as custodian for the Russell 1000 Index, Russell 1000 Value Index, Russell 1000 Growth Index, Russell 2000 Index, Russell 2000 Value Index, Russell 2000 Growth Index, and Russell 3000 Index Funds (collectively, the Vanguard Russell Index Funds) and for the Explorer Value Fund. JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, serves as custodian for the Short-Term Government Bond, Intermediate-Term Government Bond, Long-Term Government Bond, Short-Term Corporate Bond, Intermediate-Term Corporate Bond, Long-Term Corporate Bond, and Mortgage-Backed Securities Index Funds (collectively, the Vanguard Sector Bond Index Funds). The custodians are responsible for maintaining the Funds assets, keeping all necessary accounts and records of Fund assets, and appointing any foreign subcustodians or foreign securities depositories.
Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, serves as the Funds independent registered public accounting firm. The independent registered public accounting firm audits the Funds annual financial statements and provides other related services.
Transfer and Dividend-Paying Agent. The Funds transfer agent and dividend-paying agent is Vanguard, P.O. Box 2600, Valley Forge, PA 19482.
Characteristics of the Funds Shares
Restrictions on Holding or Disposing of Shares. There are no restrictions on the right of shareholders to retain or dispose of a Funds shares, other than those described in the Funds current prospectus and elsewhere in this Statement of Additional Information. Each Fund or class may be terminated by reorganization into another mutual fund or class or by liquidation and distribution of the assets of the Fund or class. Unless terminated by reorganization or liquidation, each Fund and share class will continue indefinitely.
Shareholder Liability. The Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. This means that a shareholder of a Fund generally will not be personally liable for payment of the Funds debts. Some state courts, however, may not apply Delaware law on this point. We believe that the possibility of such a situation arising is remote.
Dividend Rights. The shareholders of each class of a Fund are entitled to receive any dividends or other distributions declared by the Fund for each such class. No shares of a Fund have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Fund and will be paid ratably to all shareholders of a particular class according to the number of shares of the class held by shareholders on the record date. The amount of dividends per share may vary between separate share classes of the Fund based upon differences in the net asset values of the different classes and differences in the way that expenses are allocated between share classes pursuant to a multiple class plan approved by the Funds board of trustees.
Voting Rights. Shareholders are entitled to vote on a matter if (1) the matter concerns an amendment to the Declaration of Trust that would adversely affect to a material degree the rights and preferences of the shares of a Fund or any class; (2) the trustees determine that it is necessary or desirable to obtain a shareholder vote; (3) a merger or consolidation, share conversion, share exchange, or sale of assets is proposed and a shareholder vote is required by the 1940 Act to approve the transaction; or (4) a shareholder vote is required under the 1940 Act. The 1940 Act requires a shareholder
B-2
vote under various circumstances, including to elect or remove trustees upon the written request of shareholders representing 10% or more of a Funds net assets, to change any fundamental policy of a Fund (please see Fundamental Policies ), and to enter into certain merger transactions. Unless otherwise required by applicable law, shareholders of a Fund receive one vote for each dollar of net asset value owned on the record date and a fractional vote for each fractional dollar of net asset value owned on the record date. However, only the shares of the Fund or class affected by a particular matter are entitled to vote on that matter. In addition, each class has exclusive voting rights on any matter submitted to shareholders that relates solely to that class, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of another. Voting rights are noncumulative and cannot be modified without a majority vote by shareholders .
Liquidation Rights. In the event that a Fund is liquidated, shareholders will be entitled to receive a pro rata share of the Funds net assets. In the event that a class of shares is liquidated, shareholders of that class will be entitled to receive a pro rata share of the Funds net assets that are allocated to that class. Shareholders may receive cash, securities, or a combination of the two.
Preemptive Rights. There are no preemptive rights associated with the Funds shares.
Conversion Rights. Shareholders of each Fund (except the Explorer Value Fund) may convert their shares into another class of shares of the same Fund upon the satisfaction of any then-applicable eligibility requirements, as described in the Funds current prospectus. ETF Shares cannot be converted into conventional shares of a fund. For additional information about the conversion rights applicable to ETF Shares, please see Information About the ETF Share Class . There are no conversion rights associated with Vanguard Explorer Value Fund.
Redemption Provisions. Each Funds redemption provisions are described in its current prospectus and elsewhere in this Statement of Additional Information.
Sinking Fund Provisions. The Funds have no sinking fund provisions.
Calls or Assessment. Each Funds shares, when issued, are fully paid and non-assessable.
Tax Status of the Funds
Each Fund expects to qualify each year for treatment as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the IRC). This special tax status means that the Fund will not be liable for federal tax on income and capital gains distributed to shareholders. In order to preserve its tax status, each Fund must comply with certain requirements. If a Fund fails to meet these requirements in any taxable year, the Fund will, in some cases, be able to cure such failure, including by paying a fund-level tax, paying interest, making additional distributions, or disposing of certain assets. If the Fund is ineligible to or otherwise does not cure such failure for any year, it will be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, will be taxable to shareholders as ordinary income. In addition, a Fund could be required to recognize unrealized gains, pay substantial taxes and interest, and make substantial distributions before regaining its tax status as a regulated investment company.
Dividends received and distributed by each Fund on shares of stock of domestic corporations and certain foreign corporations generally may be eligible to be reported by the Fund, and treated by individual shareholders, as qualified dividend income taxed at long-term capital gain rates instead of at higher ordinary income tax rates. Individuals must satisfy holding period and other requirements in order to be eligible for such treatment. Capital gains distributed by the Funds are not eligible for treatment as qualified dividend income.
Dividends received and distributed by each Fund on shares of stock of domestic corporations may be eligible for the dividends-received deduction applicable to corporate shareholders. Corporations must satisfy certain requirements in order to claim the deduction. Capital gains distributed by the Funds are not eligible for the dividends-received deduction.
Each Fund may declare a capital gain dividend consisting of the excess (if any) of net realized long-term capital gains over net realized short-term capital losses. Net capital gains for a fiscal year are computed by taking into account any capital loss carryforwards of the Fund. For Fund fiscal years beginning on or after December 22, 2010, capital losses may be carried forward indefinitely and retain their character as either short-term or long-term. Under prior law, net capital losses could be carried forward for eight tax years and were treated as short-term capital losses. A Fund is required to use capital losses arising in fiscal years beginning on or after December 22, 2010, before using capital losses arising in fiscal years beginning prior to December 22, 2010.
B-3
FUNDAMENTAL POLICIES
Each Fund is subject to the following fundamental investment policies, which cannot be changed in any material way without the approval of the holders of a majority of the Funds shares. For these purposes, a majority of shares means shares representing the lesser of (1) 67% or more of the Funds net assets voted, so long as shares representing more than 50% of the Funds net assets are present or represented by proxy or (2) more than 50% of the Funds net assets.
Borrowing . Each Fund may borrow money only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Commodities . Each Fund may invest in commodities only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Industry Concentration . Each Fund (other than Vanguard Explorer Value Fund) will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry, except as may be necessary to approximate the composition of its target index.
Vanguard Explorer Value Fund will not concentrate its investments in the securities of issuers whose principal business activities are in the same industry.
Loans . Each Fund may make loans to another person only as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Real Estate . Each Fund may not invest directly in real estate unless it is acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the Fund from investing in securities or other instruments (1) issued by companies that invest, deal, or otherwise engage in transactions in real estate or (2) backed or secured by real estate or interests in real estate.
Senior Securities . Each Fund may not issue senior securities except as permitted by the 1940 Act or other governing statute, by the Rules thereunder, or by the SEC or other regulatory agency with authority over the Fund.
Underwriting . Each Fund may not act as an underwriter of another issuers securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act of 1933 (the 1933 Act), in connection with the purchase and sale of portfolio securities.
Compliance with the fundamental policies previously described is generally measured at the time the securities are purchased. Unless otherwise required by the 1940 Act (as is the case with borrowing), if a percentage restriction is adhered to at the time the investment is made, a later change in percentage resulting from a change in the market value of assets will not constitute a violation of such restriction. All fundamental policies must comply with applicable regulatory requirements. For more details, see Investment Strategies, Risks, and Nonfundamental Policies .
None of these policies prevents the Funds from having an ownership interest in Vanguard. As a part owner of Vanguard, each Fund may own securities issued by Vanguard, make loans to Vanguard, and contribute to Vanguards costs or other financial requirements. See Management of the Funds for more information.
INVESTMENT STRATEGIES, RISKS, AND NONFUNDAMENTAL POLICIES
Some of the investment strategies and policies described on the following pages and in each Funds prospectus set forth percentage limitations on a Funds investment in, or holdings of, certain securities or other assets. Unless otherwise required by law, compliance with these strategies and policies will be determined immediately after the acquisition of such securities or assets by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Funds investment strategies and policies.
The following investment strategies, risks, and policies supplement each Funds investment strategies, risks, and policies set forth in the prospectus. With respect to the different investments discussed as follows, a Fund may acquire such investments to the extent consistent with its investment strategies and policies.
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
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dependent upon the cash flows generated by the underlying assets backing the securities and, in certain cases, may be supported by letters of credit, surety bonds, or other credit enhancements. The rate of principal payments on asset-backed securities is related to the rate of principal payments, including prepayments, on the underlying assets. The credit quality of asset-backed securities depends primarily on the quality of the underlying assets, the level of credit support, if any, provided for the securities, and the credit quality of the credit-support provider, if any. The value of asset-backed securities may be affected by the various factors described above and other factors, such as changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the underlying assets, or the entities providing the credit enhancement.
Asset-backed securities are often subject to more rapid repayment than their stated maturity date would indicate, as a result of the pass-through of prepayments of principal on the underlying assets. Prepayments of principal by borrowers or foreclosure or other enforcement action by creditors shortens the term of the underlying assets. The occurrence of prepayments is a function of several factors, such as the level of interest rates, the general economic conditions, the location and age of the underlying obligations, and other social and demographic conditions. A funds ability to maintain positions in asset-backed securities is affected by the reductions in the principal amount of the underlying assets because of prepayments. A funds ability to reinvest prepayments of principal (as well as interest and other distributions and sale proceeds) at a comparable yield is subject to generally prevailing interest rates at that time. The value of asset-backed securities varies with changes in market interest rates generally and the differentials in yields among various kinds of U.S. government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of the underlying securities. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such assets. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which the assets were previously invested. Therefore, asset-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.
Because asset-backed securities generally do not have the benefit of a security interest in the underlying assets that is comparable to a mortgage, asset-backed securities present certain additional risks that are not present with mortgage-backed securities. For example, revolving credit receivables are generally unsecured and the debtors on such receivables are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to set off certain amounts owed, thereby reducing the balance due. Automobile receivables generally are secured, but by automobiles rather than by real property. Most issuers of automobile receivables permit loan servicers to retain possession of the underlying assets. If the servicer of a pool of underlying assets sells them to another party, there is the risk that the purchaser could acquire an interest superior to that of holders of the asset-backed securities. In addition, because of the large number of vehicles involved in a typical issue of asset-backed securities and technical requirements under state law, the trustee for the holders of the automobile receivables may not have a proper security interest in the automobiles. Therefore, there is the possibility that recoveries on repossessed collateral may not be available to support payments on these securities. Asset-backed securities have been, and may continue to be, subject to greater liquidity risks because of the deterioration of worldwide economic and liquidity conditions that became acute in 2008. In addition, government actions and proposals that affect the terms of underlying home and consumer loans, thereby changing demand for products financed by those loans, as well as the inability of borrowers to refinance existing loans, have had and may continue to have a negative effect on the valuation and liquidity of asset-backed securities.
Borrowing . A funds ability to borrow money is limited by its investment policies and limitations; by the 1940 Act; and by applicable exemptions, no-action letters, interpretations, and other pronouncements issued from time to time by the SEC and its staff or any other regulatory authority with jurisdiction. Under the 1940 Act, a fund is required to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of the funds total assets made for temporary or emergency purposes. Any borrowings for temporary purposes in excess of 5% of the funds total assets must maintain continuous asset coverage. If the 300% asset coverage should decline as a result of market fluctuations 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
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securities purchased with the proceeds of such borrowing. A fund also may be required to maintain minimum average balances in connection with a borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.
The SEC takes the position that transactions that have a leveraging effect on the capital structure of a fund or are economically equivalent to borrowing can be viewed as constituting a form of borrowing by the fund for purposes of the 1940 Act. These transactions can include entering into reverse repurchase agreements; engaging in mortgage-dollar-roll transactions; selling securities short (other than short sales against-the-box); buying and selling certain derivatives (such as futures contracts); selling (or writing) put and call options; engaging in sale-buybacks; entering into firm-commitment and standby-commitment agreements; engaging in when-issued, delayed-delivery, or forward-commitment transactions; and participating in other similar trading practices. (Additional discussion about a number of these transactions can be found on the following pages.) A borrowing transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund maintains an offsetting financial position; segregates liquid assets (with such liquidity determined by the advisor in accordance with procedures established by the board of trustees) equal (as determined on a daily mark-to-market basis) in value to the funds potential economic exposure under the borrowing transaction; or otherwise covers the transaction in accordance with applicable SEC guidance (collectively, covers the transaction). A fund may have to buy or sell a security at a disadvantageous time or price in order to cover a borrowing transaction. In addition, segregated assets may not be available to satisfy redemptions or to fulfill other obligations.
Common Stock . Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Convertible Securities . Convertible securities are hybrid securities that combine the investment characteristics of bonds and common stocks. Convertible securities typically consist of debt securities or preferred stock that may be converted (on a voluntary or mandatory basis) within a specified period of time (normally for the entire life of the security) into a certain amount of common stock or other equity security of the same or a different issuer at a predetermined price. Convertible securities also include debt securities with warrants or common stock attached and derivatives combining the features of debt securities and equity securities. Other convertible securities with features and risks not specifically referred to herein may become available in the future. Convertible securities involve risks similar to those of both fixed income and equity securities. In a corporations capital structure, convertible securities are senior to common stock but are usually subordinated to senior debt obligations of the issuer.
The market value of a convertible security is a function of its investment value and its conversion value. A securitys investment value represents the value of the security without its conversion feature (i.e., a nonconvertible debt security). The investment value may be determined by reference to its credit quality and the current value of its yield to maturity or probable call date. At any given time, investment value is dependent upon such factors as the general level of interest rates, the yield of similar nonconvertible securities, the financial strength of the issuer, and the seniority of the security in the issuers capital structure. A securitys conversion value is determined by multiplying the number of shares the holder is entitled to receive upon conversion or exchange by the current price of the underlying security. If the conversion value of a convertible security is significantly below its investment value, the convertible security will trade like nonconvertible debt or preferred stock and its market value will not be influenced greatly by fluctuations in the market price of the underlying security. In that circumstance, the convertible security takes on the characteristics of a bond, and its price moves in the opposite direction from interest rates. Conversely, if the conversion value of a convertible security is near or above its investment value, the market value of the convertible security will be more heavily influenced by fluctuations in the market price of the underlying security. In that case, the convertible securitys price may be as volatile as that of common stock. Because both interest rates and market movements can influence its value, a convertible security generally is not as sensitive to interest rates as a similar debt security, nor is it as sensitive 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
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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.
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/prepayment risk, inflation risk, credit risk, liquidity risk, and (in the case of foreign securities) country risk and currency risk. The reorganization of an issuer under the federal bankruptcy laws may result in the issuers debt securities being cancelled without repayment, repaid only in part, or repaid in part or in whole through an exchange thereof for any combination of cash, debt securities, convertible securities, equity securities, or other instruments or rights in respect to the same issuer or a related entity.
Debt SecuritiesBank Obligations. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated interest rate. Certificates of deposit are negotiable short-term obligations of commercial banks. Variable rate certificates of deposit have an interest rate that is periodically adjusted prior to their stated maturity based upon a specified market rate. As a result of these adjustments, the interest rate on these obligations may be increased or decreased periodically. Frequently, dealers selling variable rate certificates of deposit to a fund will agree to repurchase such instruments, at the funds option, at par on or near the coupon dates. The dealers obligations to repurchase these instruments are subject to conditions imposed by various dealers; such conditions typically are the continued credit standing of the issuer and the existence of reasonably orderly market conditions. A fund is also able to sell variable rate certificates of deposit on the secondary market. Variable rate certificates of deposit normally carry a higher interest rate than comparable fixed-rate certificates of deposit. A bankers acceptance is a time 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. Commercial paper rated A-1 by Standard & Poors has the following characteristics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-term senior debt is rated A or better; (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. Relative strength or weakness of the above factors determines whether the issuers commercial paper is A-1, A-2, or A-3. The rating Prime-1 is the highest commercial paper rating assigned by Moodys Investors Service, Inc. (Moodys). Among the factors considered by Moodys in assigning ratings are the following: (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.
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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 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.
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 occurred in each of the past 50 years, so investors should be conscious of both the nominal and real returns of their investments. Investors in inflation-indexed securities funds who do not reinvest the portion of the income distribution that is attributable to inflation adjustments will not maintain the purchasing power of the investment over the long term. This is because interest earned depends on the amount of principal invested, and that principal will not grow with inflation if the investor fails to reinvest the principal adjustment paid out as part of a funds income distributions. Although inflation-indexed securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise because of reasons other than inflation (e.g., changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bonds inflation measure.
If the periodic adjustment rate measuring inflation (i.e., the CPI) falls, the principal value of inflation-indexed securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed securities, even during a period of deflation. However, the current market value of the inflation-indexed securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
The value of inflation-indexed securities should change in response to changes in real interest rates. Real interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed securities. In contrast, if nominal interest rates were to increase at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed securities.
Coupon payments that a fund receives from inflation-indexed securities are included in the funds gross income for the period during which they accrue. Any increase in principal for an inflation-indexed security resulting from inflation adjustments is considered by Internal Revenue Service (IRS) regulations to be taxable income in the year it occurs. For direct holders of an inflation-indexed security, this means that taxes must be paid on principal adjustments, even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments each quarter in the form of cash or reinvested
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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) 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. A projection of an economic downturn or of a sustained period of rising interest rates, for example, could cause a decline in junk-bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high-yield securities defaults, in addition to risking payment of all or a portion of interest and principal, a fund investing in such securities may incur additional expenses to seek recovery.
The secondary market on which high-yield securities are traded may be less liquid than the market for investment-grade securities. Less liquidity in the secondary trading market could adversely affect the ability of a funds advisor to sell a high-yield security or the price at which a funds advisor could sell a high-yield security, and it could also adversely affect the daily net asset value of fund shares. When secondary markets for high-yield securities are less liquid than the market for investment-grade securities, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation of the securities.
Except as otherwise provided in a funds prospectus, if a credit-rating agency changes the rating of a portfolio security held by a fund, the fund may retain the portfolio security if the advisor deems it in the best interests of shareholders.
Debt SecuritiesStructured and Indexed Securities . Structured securities (also called structured notes) and indexed securities are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities. The value of the principal of and/or interest on structured and indexed securities is determined by reference to changes in the value of a specific asset, reference rate, or index (the reference) or the relative change in two or more references. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased, depending upon changes in the applicable reference. The terms of the structured and indexed securities may provide that, in certain circumstances, no principal is due at maturity and, therefore, may result in a loss of invested capital. Structured and indexed securities may be positively or negatively indexed, so that appreciation of the reference may produce an increase or a decrease in the interest rate or value of the security at maturity. In addition, changes in the interest rate or the value of the structured or indexed security at maturity may be calculated as a specified multiple of the change in the value of the reference; therefore, the value of such security may be very volatile. Structured and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the
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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.
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. 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 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.
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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.
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-counte r 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, assets, or market indexes on which the derivatives are based.
Derivatives are used by some investors for speculative purposes. Derivatives also may be used for a variety of purposes that do not constitute speculation, such as hedging, managing risk, seeking to stay fully invested, seeking to reduce transaction costs, seeking to simulate an investment in equity or debt securities or other investments, and seeking to add value by using derivatives to more efficiently implement portfolio positions when derivatives are favorably priced relative to equity or debt securities or other investment s. There is no assurance that any derivatives strategy used by a
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funds advisor will succeed. The other parties to the funds OTC Derivatives contracts (usually referred to as counterparties) will not be considered the issuers thereof for purposes of certain provisions of the 1940 Act and the IRC, although such OTC D erivatives may qualify as securities or investments under such laws. The funds advisors, however, will monitor and adjust, as appropriate, the funds credit risk exposure to OTC D erivative counterparties.
Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks, bonds, and other traditional investments. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions.
When the fund enters into a Cleared Derivative, an initial margin deposit with a Futures Commission Merchant (FCM) is required. Initial margin deposits are typically calculated as an amount equal to the volatility in market value of a Cleared Derivative over a fixed period. If the value of the funds Cleared Derivatives declines, the fund will be required to make additional variation margin payments to the FCM to settle the change in value. If the value of the funds Cleared Derivatives increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value. This process is known as marking-to-market and is calculated on a daily basis.
For OTC Derivatives, the fund is subject to the risk that a loss may be sustained as a result of the insolvency or bankruptcy of th e c ounterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the contract. Additionally, the use of credit derivatives can result in losses if a funds advisor does not correctly evaluate the creditworthiness of the issuer on which the credit derivative is based.
Derivatives may be subject to liquidity risk, which exists when a particular derivative is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with certain OTC Derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price.
Derivatives may be subject to pricing or basis risk, which exists when a particular derivative becomes extraordinarily expensive relative to historical prices or the prices of corresponding cash market instruments. Under certain market conditions, it may not be economically feasible to initiate a transaction or liquidate a position in time to avoid a loss or take advantage of an opportunity.
Because certain derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. A derivative transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
Like most other investments, derivative instruments are subject to the risk that the market value of the instrument will change in a way detrimental to a funds interest. A fund bears the risk that its advisor will incorrectly forecast future market trends or the values of assets, reference rates, indexes, or other financial or economic factors in establishing derivative positions for the fund. If the advisor attempts to use a derivative as a hedge against, or as a substitute for, a portfolio investment, the fund will be exposed to the risk that the derivative will have or will develop imperfect or no correlation with the portfolio investment. This could cause substantial losses for the fund. Although hedging strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Many derivatives (in particular, OTC Derivatives) are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a fund.
Exchange-Traded Funds . A fund may purchase shares of exchange-traded funds (ETFs), including ETF Shares issued by other Vanguard funds. 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
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within a wide range, and a fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. In addition, ETFs are subject to the following risks that do not apply to conventional funds: (1) the market price of an ETFs shares may trade at a discount or a premium to their net asset value; (2) an active trading market for an ETFs shares may not develop or be maintained; and (3) trading of an ETFs shares may be halted by the activation of individual or marketwide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of an ETFs shares may also be halted if the shares are delisted from the exchange without first being listed on another exchange or if the listing exchanges officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
Most ETFs are investment companies. Therefore, a funds purchases of ETF shares generally are subject to the limitations on, and the risks of, a funds investments in other investment companies, which are described under the heading Other Investment Companies .
Vanguard ETF ® * Shares are exchange-traded shares that represent an interest in an investment portfolio held by Vanguard funds. A funds investments in Vanguard ETF Shares are also generally subject to the descriptions, limitations, and risks described under the heading Other Investment Companies , except as provided by an exemption granted by the SEC that permits registered investment companies to invest in a Vanguard fund that issues ETF Shares beyond the limits of Section 12(d)(1) of the 1940 Act, subject to certain terms and conditions.
* U.S. Patent Nos. 6,879,964; 7,337,138; 7,720,749; 7,925,573; 8,090,646; and 8,417,623.
Foreign Securities. Typically, foreign securities are considered to be equity or debt securities issued by entities organized, domiciled, or with a principal executive office outside the United States, such as foreign corporations and governments. Securities issued by certain companies organized outside the United States may not be deemed to be foreign securities if the companys principal operations are conducted from the United States or when the companys equity securities trade principally on a U.S. stock exchange. Foreign securities may trade in U.S. or foreign securities markets. A fund may make foreign investments either directly by purchasing foreign securities or indirectly by purchasing depositary receipts or depositary shares of similar instruments (depositary receipts) for foreign securities. Direct investments in foreign securities may be made either on foreign securities exchanges or in the over-the-counter (OTC) markets. Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of U.S. companies or governments.
Because foreign issuers are not generally subject to uniform accounting, auditing, and financial reporting standards and practices comparable to those applicable to U.S. issuers, there may be less publicly available information about certain foreign issuers than about U.S. issuers. Evidence of securities ownership may be uncertain in many foreign countries. As a result, there are multiple risks that could result in a loss to the fund, including, but not limited to, the risk that a funds trade details could be incorrectly or fraudulently entered at the time of the 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, o r 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.
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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 in converting between various currencies in order to purchase and sell foreign securities, as well as by currency restrictions, exchange control regulation, currency devaluations, and political and economic developments.
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; 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 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 fun d wi ll enter into foreign currency transactions only to attempt to hedge the currency risk associated with investing in foreign securities. Although such transactions tend to minimize the risk of loss that would result from a decline in the value of the hedged currency, they also may limit any potential gain that might result should the value of such currency increase.
Currency exchange transactions may be conducted either on a spot (i.e., cash) basis at the rate prevailing in the currency exchange market or through forward contracts to purchase or sell foreign currencies. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into with large commercial banks or other currency traders who are participants in the interbank market. Currency exchange transactions also may be effected through the use of swap agreements or other derivatives.
Currency exchange transactions may be considered borrowings. A currency exchange transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
By entering into a forward contract for the purchase or sale of foreign currency involved in underlying security transactions, a fund may be able to protect itself against part or all of the possible loss between trade and settlement dates for that purchase or sale resulting from an adverse change in the relationship between the U.S. dollar and such foreign currency. This practice is sometimes referred to as transaction hedging. In addition, when the advisor reasonably believes that a particular foreign currency may suffer a substantial decline against the U.S. dollar, a fund may
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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.
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 f or 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.
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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 valu e. If the value of the funds position increases, the FCM will be required to make additional variation margin payments to the fund to settle the change in value . This process is known as marking-to-market and is calculated on a daily basis . A futures transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
An option on a futures contract (or futures option) conveys the right, but not the obligation, to purchase (in the case of a call option) or sell (in the case of a put option) a specific futures contract at a specific price (called the exercise or strike price) any time before the option expires. The seller of an option is called an option writer. The purchase price of an option is called the premium. The potential loss to an option buyer is limited to the amount of the premium plus transaction costs. This will be the case, for example, if the option is held and not exercised prior to its expiration date. Generally, an option writer sells options with the goal of obtaining the premium paid by the option buyer. If an option sold by an option writer expires without being exercised, the writer retains the full amount of the premium. The option writer, however, has unlimited economic risk because its potential loss, except to the extent offset by the premium received when the option was written, is equal to the amount the option is in-the-money at the expiration date. A call option is in-the-money if the value of the underlying futures contract exceeds the exercise price of the option. A put option is in-the-money if the exercise price of the option exceeds the value of the underlying futures contract. Generally, any profit realized by an option buyer represents a loss for the option writer.
A fund that takes the position of a writer of a futures option is required to deposit and maintain initial and variation margin with respect to the option, as previously described in the case of futures contracts. A futures option transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing .
Each Fund intends to comply with Rule 4.5 under the Commodity Exchange Act (CEA), under which a mutual fund may be excluded from the definition of the term Commodity Pool Operator (CPO) if the fund meets certain conditions such as limiting its investments in certain CEA-regulated instruments (e.g., futures, options, or swaps) and complying with certain marketing restrictions. Accordingly, Vanguard is not subject to registration or regulation as a CPO with respect to the Fund under the CEA. A Fund will only enter into futures contracts and futures options that are traded on a U.S. or foreign exchange, board of trade, or similar entity or that are quoted on an automated quotation system.
Futures Contracts and Options on Futures ContractsRisks. The risk of loss in trading futures contracts and in writing futures options can be substantial because of the low margin deposits required, the extremely high degree of leverage involved in futures and options pricing, and the potential high volatility of the futures markets. As a result, a relatively small price movement in a futures position may result in immediate and substantial loss (or gain) for the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before 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
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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 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
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significant fluctuations in the funds net asset value. Hybrid instruments may also carry liquidity risk since the instruments are often customized to meet the needs of an issuer or, sometimes, the portfolio needs of a particular investor, and therefore the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities.
Certain issuers of hybrid instruments known as structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the funds investments in these products may be subject to the limitations described under the heading Other Investment Companies .
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. The Vanguard funds invest in securities and other instruments for the sole purpose of achieving a specific investment objective. As such, they do not seek to acquire enough of a companys outstanding voting stock to have control over management decisions. The Vanguard funds do not invest for the purpose of controlling a companys management.
Loan Interests and Direct Debt Instruments. Loan interests and direct debt instruments are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates (in the case of loans and loan participations); to suppliers of goods or services (in the case of trade claims or other receivables); or to other parties. These investments involve a risk of loss in case of the default, the insolvency, or the bankruptcy of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a purchaser supply additional cash to a borrower on demand.
Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. Direct debt instruments may not be rated by a rating agency. If scheduled interest or principal payments are not made, or are not made in a timely manner, the value of the instrument may be adversely affected. Loans that are fully secured provide more protections than unsecured loans in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrowers obligation or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or they may pay only a small fraction of the amount owed. Direct indebtedness of developing countries also involves a risk that the governmental entities responsible for the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.
Corporate loans and other forms of direct corporate indebtedness in which a fund may invest generally are made to finance internal growth, mergers, acquisitions, stock repurchases, refinancing of existing debt, leveraged buyouts, and other corporate activities. A significant portion of the corporate indebtedness purchased by a fund may represent interests in loans or debt made to finance highly leveraged corporate acquisitions (known as leveraged buyout transactions), leveraged recapitalization loans, and other types of acquisition financing. Another portion may also represent loans incurred in restructuring or work-out scenarios, including super-priority debtor-in-possession facilities in bankruptcy and acquisition of assets out of bankruptcy. Loans in restructuring or work-out scenarios may be especially vulnerable to the inherent uncertainties in restructuring processes. In addition, the highly leveraged capital structure of the borrowers in any such transactions, whether in acquisition financing or restructuring, may make such loans especially vulnerable to adverse or unusual economic or market conditions.
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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 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.
Mortgage-Backed Securities. Mortgage-backed securities represent direct or indirect participation in, or are collateralized by and payable from, mortgage loans secured by real property or instruments derived from such loans and may be based on different types of mortgages, including those on residential properties or commercial real estate. Mortgage-backed securities include various types of securities, such as government stripped mortgage-backed securities, adjustable rate mortgage-backed securities, and collateralized mortgage obligations.
Generally, mortgage-backed securities represent partial interests in pools of mortgage loans assembled for sale to investors by various governmental agencies, such as the Government National Mortgage Association (GNMA); by government-related organizations, such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC); and by private issuers, such as commercial banks, savings and loan institutions, and mortgage bankers. The average maturity of pass-through pools of mortgage-backed securities in which a fund may invest varies with the maturities of the underlying mortgage instruments. In addition, a pools average maturity may be shortened by unscheduled payments on the underlying mortgages. Factors affecting mortgage prepayments include the level of interest rates, the general economic and social conditions, the location of the mortgaged property, and the age of the mortgage. Because prepayment rates of individual mortgage pools vary widely, the average life of a particular pool cannot be predicted accurately.
Mortgage-backed securities may be classified as private, government, or government-related, depending on the issuer or guarantor. Private mortgage-backed securities represent interest in pass-through pools consisting principally of conventional residential or commercial mortgage loans created by nongovernment issuers, such as commercial banks, savings and loan associations, and private mortgage insurance companies. Private mortgage-backed securities may not be readily marketable. In addition, mortgage-backed securities have been subject to greater liquidity risk because of the deterioration of worldwide economic and liquidity conditions that became especially severe in 2008. U.S. government mortgage-backed securities are backed by the full faith and credit of the U.S. government. GNMA, the principal U.S. guarantor of these securities, is a wholly owned U.S. government corporation within the Department of Housing and
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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 (that is, mortgage instruments whose principal or interest payments may vary or whose terms to maturity may be shorter than customary).
Mortgage-backed securities are often subject to more rapid repayment than their stated maturity date would indicate as a result of the pass-through of prepayments of principal on the underlying loans. Prepayments of principal by mortgagors or mortgage foreclosures shorten the term of the mortgage pool underlying the mortgage-backed security. A funds ability to maintain positions in mortgage-backed securities is affected by the reductions in the principal amount of such securities resulting from prepayments. A funds ability to reinvest prepayments of principal at comparable yield is subject to generally prevailing interest rates at that time. The values of mortgage-backed securities vary with changes in market interest rates generally and the differentials in yields among various kinds of government securities, mortgage-backed securities, and asset-backed securities. In periods of rising interest rates, the rate of prepayment tends to decrease, thereby lengthening the average life of a pool of mortgages supporting a mortgage-backed security. Conversely, in periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the average life of such a pool. Because prepayments of principal generally occur when interest rates are declining, an investor, such as a fund, generally has to reinvest the proceeds of such prepayments at lower interest rates than those at which its assets were previously invested. Therefore, mortgage-backed securities have less potential for capital appreciation in periods of falling interest rates than other income-bearing securities of comparable maturity.
Mortgage-Backed SecuritiesAdjustable Rate Mortgage-Backed Securities. Adjustable rate mortgage-backed securities (ARMBSs) have interest rates that reset at periodic intervals. Acquiring ARMBSs permits a fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSs generally have higher current yield and lower price fluctuations than is the case with more traditional fixed income debt securities of comparable rating and maturity. However, because the interest rates on ARMBSs are reset only periodically, changes in market interest rates or in the issuers creditworthiness may affect their value. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a fund holding an ARMBS does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like fixed income securities and less like adjustable rate securities and are thus subject to the risks associated with fixed income securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.
Mortgage-Backed SecuritiesCollateralized Mortgage Obligations. Collateralized mortgage obligations (CMOs) are mortgage-backed securities that are collateralized by whole loan mortgages or mortgage pass-through securities. The bonds issued in a CMO transaction are divided into groups, and each group of bonds is referred to as a tranche. Under the traditional CMO structure, the cash flows generated by the mortgages or mortgage pass-through securities in the collateral pool are used to first pay interest and then pay principal to the CMO bondholders. The bonds issued under a traditional CMO structure are retired sequentially as opposed to the pro-rata return of principal found in traditional pass-through obligations. Subject to the various provisions of individual CMO issues, the cash flow generated by the underlying collateral (to the extent it exceeds the amount required to pay the stated interest) is used to retire the bonds. Under a CMO structure, the repayment of principal among the different tranches is prioritized in accordance with the 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
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tranches) in the sequence, as specified in the prospectus, receives all of the principal payments until that tranche is retired. The sequential retirement of bond groups continues until the last tranche is retired. Accordingly, the CMO structure allows the issuer to use cash flows of long-maturity, monthly pay collateral to formulate securities with short, intermediate, and long final maturities and expected average lives and risk characteristics.
In recent years, new types of CMO tranches have evolved. These include floating rate CMOs, planned amortization classes, accrual bonds, and CMO residuals. These newer structures affect the amount and timing of principal and interest received by each tranche from the underlying collateral. Under certain of these new structures, given classes of CMOs have priority over others with respect to the receipt of prepayments on the mortgages. Therefore, depending on the type of CMOs in which a fund invests, the investment may be subject to a greater or lesser risk of prepayment than other types of mortgage-backed securities.
CMOs may include real estate mortgage investment conduits (REMICs). REMICs, which were authorized under the Tax Reform Act of 1986, are private entities formed for the purpose of holding a fixed pool of mortgages secured by an interest in real property. A REMIC is a CMO that qualifies for special tax treatment under the IRC and invests in certain mortgages principally secured by interests in real property. Investors may purchase beneficial interests in REMICs, which are known as regular interests, or residual interests. Guaranteed REMIC pass-through certificates (REMIC Certificates) issued by FNMA or FHLMC represent beneficial ownership interests in a REMIC trust consisting principally of mortgage loans or FNMA, FHLMC, or GNMA-guaranteed mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC guarantees the timely payment of interest and also guarantees the payment of principal, as payments are required to be made on the underlying mortgage participation certificates. FNMA REMIC Certificates are issued and guaranteed as to timely distribution of principal and interest by FNMA.
The primary risk of CMOs is the uncertainty of the timing of cash flows that results from the rate of prepayments on the underlying mortgages serving as collateral and from the structure of the particular CMO transaction (that is, 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 Securities Mortgage Dollar Rolls. A mortgage dollar roll is a transaction in which a fund sells a mortgage-backed security to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a predetermined price. A mortgage-dollar-roll program may be structured to simulate an investment in mortgage-backed securities at a potentially lower cost, or with potentially reduced administrative burdens, than directly holding mortgage-backed securities. For accounting purposes, each transaction in a mortgage dollar roll is viewed as a separate purchase and sale of a mortgage-backed security. These transactions may increase a funds portfolio turnover rate. The fund receives cash for a mortgage-backed security in the initial transaction and enters into an agreement that requires the fund to purchase a similar mortgage-backed security in the future.
The counterparty with which a fund enters into a mortgage-dollar-roll transaction is obligated to provide the fund with similar securities to purchase as those originally sold by the fund. These securities generally must (1) be issued by the same agency and be part of the same program; (2) have similar original stated maturities; (3) have identical net coupon rates; and (4) satisfy good delivery requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within a certain percentage of the initial amount delivered. Mortgage dollar rolls will
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be used only if consistent with a funds investment objective and strategies and will not be used to change a funds risk profile.
Mortgage-Backed SecuritiesStripped Mortgage-Backed Securities. Stripped mortgage-backed securities (SMBSs) are derivative multiclass mortgage-backed securities. SMBSs may be issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks, and special purpose entities formed or sponsored by any of the foregoing.
SMBSs are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the IO class), while the other class will receive all of the principal (the principal-only or PO class). The price and yield to maturity on an IO class are extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a funds yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a fund may fail to recoup some or all of its initial investment in these securities, even if the security is in one of the highest rating categories.
Although SMBSs are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed, and accordingly, these securities may be deemed illiquid and thus subject to a funds limitations on investment in illiquid securities.
Options. An option is a derivative. An option on a security (or index) is a contract that gives the holder of the option, in return for the payment of a premium, the right, but not the obligation, to buy from (in the case of a call option) or sell to (in the case of a put option) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price prior to the expiration date of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call option) or to pay the exercise price upon delivery of the underlying security (in the case of a put option). The writer of an option on an index has the obligation upon exercise of the option to pay an amount equal to the cash value of the index minus the exercise price, multiplied by the specified multiplier for the index option. The multiplier for an index option determines the size of the investment position the option represents. Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike price, the terms of over-the-counter (OTC) options (options not traded on exchanges) generally are established through negotiation with the other party to the option contract. Although this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options generally involve greater credit risk than exchange-traded options, which are guaranteed by the clearing organization of the exchanges where they are traded.
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 .
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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 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
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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, funds that invest in other funds within the same group of investment companies. If a fund invests in other investment companies, shareholders will bear not only their proportionate share of the funds expenses (including operating expenses and the fees of the advisor), but they also may indirectly bear the 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
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stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock and debt securities are subject. In addition, preferred stock may be subject to more abrupt or erratic price movements than common stock or debt securities because preferred stock may trade with less frequency and in more limited volume.
Real Estate Investment Trusts (REITs) . An equity REIT owns real estate properties directly and generates income from rental and lease payments. Equity REITs also have the potential to generate capital gains as properties are sold at a profit. A mortgage REIT makes construction, development, and long-term mortgage loans to commercial real estate developers and earns interest income on these loans. A hybrid REIT holds both properties and mortgages. To avoid taxation at the corporate level, REITs must distribute most of their earnings to shareholders.
Investments in REITs are subject to many of the same risks as direct investments in real estate. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, general or local economic conditions, and the strength of specific industries that rent properties. Ultimately, a REITs performance depends on the types and locations of the properties it owns and on how well the REIT manages its properties. For example, rental income could decline because of extended vacancies, increased competition from nearby properties, tenants failure to pay rent, regulatory limitations on rents, fluctuations in rental income, variations in market rental rates, or incompetent management. Property values could decrease because of overbuilding in the area, environmental liabilities, uninsured damages caused by natural disasters, a general decline in the neighborhood, losses because of casualty or condemnation, increases in property taxes, or changes in zoning laws.
The value of a REIT may also be affected by changes in interest rates. Rising interest rates generally increase the cost of financing for real estate projects, which could cause the value of an equity REIT to decline. During periods of declining interest rates, mortgagors may elect to prepay mortgages held by mortgage REITs, which could lower or diminish the yield on the REIT. REITs are also subject to heavy cash-flow dependency, default by borrowers, and changes in tax and regulatory requirements. In addition, a REIT may fail to qualify for tax-exempt status under the IRC and/or fail to maintain exemption from the 1940 Act.
Repurchase Agreements. A repurchase agreement is an agreement under which a fund acquires a fixed income security (generally a security issued by the U.S. government or an agency thereof, a bankers acceptance, or a certificate of deposit) from a bank, a broker, or a dealer and simultaneously agrees to resell such security to the seller at an agreed-upon price and date (normally, the next business day). Because the security purchased constitutes collateral for the repurchase obligation, a repurchase agreement may be considered a loan that is collateralized by the security purchased. The resale price reflects an agreed-upon interest rate effective for the period the instrument is held by a fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by a fund (including accrued interest earned thereon) must have a total value in excess of the value of the repurchase agreement and be held by a custodian bank until repurchased. In addition, the investment advisor will monitor a funds repurchase agreement transactions generally and will evaluate the creditworthiness of any bank, broker, or dealer party to a 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 the 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 the bankruptcy or other laws, a court may determine that the underlying security is collateral for a loan by the fund not within its control, and therefore the realization by the fund on such collateral may be automatically stayed. Finally, it is possible that the fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement.
Restricted and Illiquid Securities. Illiquid securities are securities that cannot be sold or disposed of within seven days in the ordinary course of business at approximately the price at which they are valued. The SEC generally limits aggregate holdings of illiquid securities by a mutual fund to 15% of its net assets (5% for money market funds). A fund may experience difficulty valuing and selling illiquid securities and, in some cases, may be unable to value or sell certain illiquid securities for an indefinite period of time. Illiquid securities may include a wide variety of investments, such as (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption
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features), (2) OTC options contracts and certain other derivatives (including certain swap agreements), (3) fixed time deposits that are not subject to prepayment or do not provide for withdrawal penalties upon prepayment (other than overnight deposits), (4) certain loan interests and other direct debt instruments, (5) certain municipal lease obligations, (6) commercial paper issued pursuant to Section 4 (a) (2) of the 1933 Act, and (7) securities whose disposition is restricted under the federal securities laws. Illiquid securities include restricted, privately placed securities that, under the federal securities laws, generally may be resold only to qualified institutional buyers. If a substantial market develops for a restricted security held by a fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the board of trustees. This generally includes securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act, such as commercial paper. Although a funds advisor monitors the liquidity of restricted securities, the board of trustees oversees and retains ultimate responsibility for the advisors liquidity determinations. Several factors that the trustees consider in monitoring these decisions include the valuation of a security; the availability of qualified institutional buyers, brokers, and dealers that trade in the security; and the availability of information about the securitys issuer.
Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. Under a reverse repurchase agreement, the fund continues to receive any principal and interest payments on the underlying security during the term of the agreement. Reverse repurchase agreements involve the risk that the market value of securities retained by the fund may decline below the repurchase price of the securities sold by the fund that it is obligated to repurchase. In addition to the risk of such a loss, fees charged to the fund may exceed the return the fund earns from investing the proceeds received from the reverse repurchase agreement transaction. A reverse repurchase agreement may be considered a borrowing transaction for purposes of the 1940 Act. A reverse repurchase agreement transaction will not be considered to constitute the issuance, by a fund, of a senior security, as that term is defined in Section 18(g) of the 1940 Act, and therefore such transaction will not be subject to the 300% asset coverage requirement otherwise applicable to borrowings by a fund, if the fund covers the transaction in accordance with the requirements described under the heading Borrowing. A fund will enter into reverse repurchase agreements only with parties whose creditworthiness has been reviewed and found satisfactory by the advisor. If the buyer in a reverse repurchase agreement becomes insolvent or files for bankruptcy, a funds use of proceeds from the sale may be restricted while the other party or its trustee or receiver determines if it will honor the funds right to repurchase the securities. If the fund is unable to recover the securities it sold in a reverse repurchase agreement, it would realize a loss equal to the difference between the value of the securities and the payment it received for them.
Securities Lending. A fund may lend its investment securities to qualified institutional investors (typically brokers, dealers, banks, or other financial institutions) who may need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations. By lending its investment securities, a fund attempts to increase its net investment income through the receipt of interest on the securities lent. Any gain or loss in the market price of the securities lent that might occur during the term of the loan would be for the account of the fund. If the borrower defaults on its obligation to return the securities lent because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities lent or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities lent, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. Cash received as collateral through loan transactions may be invested in other eligible securities. Investing this cash subjects that investment to market appreciation or depreciation. Currently, Vanguard funds that lend securities invest the cash collateral received in one or more Vanguard CMT Funds, which are very low-cost money market funds.
The terms and the structure of the loan arrangements, as well as the aggregate amount of securities loans, must be consistent with the 1940 Act and the rules or interpretations of the SEC thereunder. These provisions limit the amount of securities a fund may lend to 33 1/3% of the funds total assets and require that (1) the borrower pledge and maintain with the fund collateral consisting of cash, an irrevocable letter of credit, or securities issued or guaranteed by the U.S. government having at all times not less than 100% of the value of the securities lent; (2) the borrower add to such collateral whenever the price of the securities lent rises (i.e., the borrower marks to market on a daily basis); (3) the loan be made subject to termination by the fund at any time; and (4) the fund receives reasonable interest on the loan (which may include the funds 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 each fund will comply with all
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other applicable regulatory requirements, including the rules of the New York Stock Exchange, which presently require the borrower, after notice, to redeliver the securities within the normal settlement time of three business days. The advisor will consider the creditworthiness of the borrower, among other things, in making decisions with respect to the lending of securities, subject to oversight by the board of trustees. At the present time, the SEC does not object if an investment company pays reasonable negotiated fees in connection with lent securities, so long as such fees are set forth in a written contract and approved by the investment companys trustees. In addition, voting rights pass with the lent securities, but if a fund has knowledge that a material event will occur affecting securities on loan, and in respect to which the holder of the securities will be entitled to vote or consent, the lender must be entitled to call the loaned securities in time to vote or consent. A fund bears the risk that there may be a delay in the return of the securities, which may impair the funds ability to vote on such a matter.
Pursuant to Vanguards securities lending policy, Vanguards fixed income and money market funds are not permitted to, and do not, lend their investment securities.
Tax MattersFederal Tax Discussion. Discussion herein of U.S. federal income tax matters summarizes some of the important, generally applicable U.S. federal tax considerations relevant to investment in a fund based on the IRC, U.S. Treasury regulations, and other applicable authority. These authorities are subject to change by legislative, administrative, or judicial action, possibly with retroactive effect. A shareholder should consult his or her tax professional for information regarding the particular situation and the possible application of U.S. federal, state, local, foreign, and other taxes.
Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions. A funds transactions in derivative instruments (including, but not limited to, options, futures, forward contracts, and swap agreements), as well as any of the funds hedging, short sale, securities loan, or similar transactions, may be subject to one or more special tax rules that accelerate income to the fund, defer losses to the fund, cause adjustments in the holding periods of the funds securities, convert long-term capital gains into short-term capital gains, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing, and character of distributions to shareholders.
Because these and other tax rules applicable to these types of transactions are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a fund has made sufficient distributions, and otherwise satisfied the relevant requirements, to maintain its qualification as a regulated investment company and avoid a fund-level tax.
Tax MattersFederal Tax Treatment of Futures Contracts. For federal income tax purposes, a fund generally must recognize, as of the end of each taxable year, any net unrealized gains and losses on certain futures contracts, as well as any gains and losses actually realized during the year. In these cases, any gain or loss recognized with respect to a futures contract is considered to be 60% long-term capital gain or loss and 40% short-term capital gain or loss, without regard to the holding period of the contract. Gains and losses on certain other futures contracts (primarily non-U.S. futures contracts) are not recognized until the contracts are closed and are treated as long-term or short-term, depending on the holding period of the contract. Sales of futures contracts that are intended to hedge against a change in the value of securities held by a fund may affect the holding period of such securities and, consequently, the nature of the gain or loss on such securities upon disposition. A fund may be required to defer the recognition of losses on one position, such as futures contracts, to the extent of any unrecognized gains on a related offsetting position held by the fund.
A fund will distribute to shareholders annually any net capital gains that have been recognized for federal income tax purposes on futures transactions. Such distributions will be combined with distributions of capital gains realized on the funds other investments, and shareholders will be advised on the nature of the distributions.
Tax MattersFederal Tax Treatment of Non-U.S. Currency Transactions. Special rules generally govern the federal income tax treatment of a funds transactions in the following: non-U.S. currencies; non-U.S. currency-denominated debt obligations; and certain non-U.S. currency options, futures contracts, forward contracts, and similar instruments. Accordingly, if a fund engages in these types of transactions, it may have ordinary income or loss to the extent such income or loss results from fluctuations in the value of the non-U.S. currency concerned. Such ordinary income could accelerate fund distributions to shareholders and increase the distributions taxed to shareholders as ordinary income. Any ordinary loss so created will generally reduce ordinary income distributions and, in some cases, could require the recharacterization of prior ordinary income distributions. Net ordinary losses cannot be carried forward by the fund to offset income or gains realized in subsequent taxable years.
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Any gain or loss attributable to the non-U.S. currency component of a transaction engaged in by a fund that is not subject to these special currency rules (such as foreign equity investments other than certain preferred stocks) will generally be treated as a capital gain or loss and will not be segregated from the gain or loss on the underlying transaction.
To the extent a fund engages in non-U.S. currency hedging, the fund may elect or be required to apply other rules that could affect the character, timing, or amount of the funds gains and losses. For more information, see Tax MattersFederal Tax Treatment of Derivatives, Hedging, and Related Transactions.
Tax MattersForeign Tax Credit. Foreign governments may withhold taxes on dividends and interest paid with respect to foreign securities held by a fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities. If, at the close of its fiscal year, more than 50% of a funds total assets are invested in securities of foreign issuers, the fund may elect to pass through to shareholders the ability to deduct or, if they meet certain holding period requirements, take a credit for foreign taxes paid by the fund. Similarly, if at the close of each quarter of a funds taxable year, at least 50% of its total assets consist of interests in other regulated investment companies, the fund is permitted to elect to pass through to its shareholders the foreign income taxes paid by the fund in connection with foreign securities held directly by the fund or held by a regulated investment company in which the fund invests that has elected to pass through such taxes to shareholders.
Tax MattersMarket Discount or Premium. The price of a bond purchased after its original issuance may reflect market discount or premium. Depending on the particular circumstances, market discount may affect the tax character and amount of income required to be recognized by a fund holding the bond. In determining whether a bond is purchased with market discount, certain de minimis rules apply. Premium is generally amortizable over the remaining term of the bond. Depending on the type of bond, premium may affect the amount of income required to be recognized by a fund holding the bond and the funds basis in the bond.
Tax MattersPassive Foreign Investment Companies. Each Fund (other than the Vanguard Sector Bond Index Funds) may invest in passive foreign investment companies (PFICs). A foreign company is generally a PFIC if 75% or more of its gross income is passive or if 50% or more of its assets produce passive income. Capital gains on the sale of an interest in a PFIC will be deemed ordinary income regardless of how long the Fund held it. Also, the Fund may be subject to corporate income tax and an interest charge on certain dividends and capital gains earned in respect to PFIC interests, whether or not such amounts are distributed to shareholders. To avoid such tax and interest, a Fund may elect to mark to market its PFIC interests, that is, to treat such interests as sold on the last day of the Funds fiscal year, and to recognize any unrealized gains (or losses, to the extent of previously recognized gains) as ordinary income each year. Distributions from the Fund that are attributable to income or gains earned in respect to PFIC interests are characterized as ordinary income.
Tax MattersReal Estate Mortgage Investment Conduits. If a fund invests directly or indirectly, including through a REIT or other pass-through entity, in residual interests in real estate mortgage investment conduits (REMICs) or equity interests in taxable mortgage pools (TMPs), a portion of the funds income that is attributable to a residual interest in a REMIC or an equity interest in a TMP (such portion referred to in the IRC as an excess inclusion) will be subject to U.S. federal income tax in all events including potentially at the fund level under a notice issued by the IRS in October 2006 and U.S. Treasury regulations that have yet to be issued but may apply retroactively. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a registered investment company will be allocated to shareholders of the registered investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related interest directly . In general, excess inclusion income allocated to shareholders (1) cannot be offset by net operation losses (subject to a limited exception for certain thrift institutions); (2) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan, or other tax-exempt entity) subject to tax on UBTI, thereby potentially requiring such an entity, which otherwise might not be required, to file a tax return and pay tax on such income; and (3) in the case of a non-U.S. investor, will not qualify for any reduction in U.S. federal withholding tax. A shareholder will be subject to U.S. federal income tax on such inclusions notwithstanding any exemption from such income tax otherwise available under the IRC. As a result, a fund investing in such interests may not be suitable for charitable remainder trusts. See Tax MattersTax-Exempt Investors.
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Tax MattersTax Considerations for Non-U.S. Investors . U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investments made by non-U.S. investors in Vanguard funds. Recent tax legislation provides relief from certain U.S. withholding taxes for certain properly reported distributions of qualifying interest income or short-term capital gain made with respect to a funds taxable year beginning prior to 2015, assuming the investor provides valid tax documentation certifying non-U.S. status. A fund is permitted, but is not required, to report any of its distributions as eligible for such relief, and some distributions (e.g., distributions of interest a fund receives from non-U.S. issuers) are not eligible for this relief. The relief does not by its terms apply to a funds taxable year beginning in or after 2015 unless so extended by Congress. If Congress extends this relief and if Vanguard chooses to apply this relief for a particular fund, Vanguard will generally apply it on a prospective basis to fund distributions made to shareholders who invest directly with Vanguard. For some funds, Vanguard may choose not to apply the withholding exemption to qualifying fund distributions made to direct shareholders but may provide the reporting to such shareholders. In these cases, a shareholder may be able to reclaim such withholding tax from the Internal Revenue Service (IRS).
If shareholders hold fund shares (including ETF shares) through a broker or intermediary, their broker or intermediary may apply this relief, if extended, to distributions made to shareholders with respect to those shares. If a shareholders broker or intermediary instead collects withholding tax where this relief has been extended and where the fund has provided the proper reporting, the shareholder may be able to reclaim such withholding tax from the IRS. Please consult your broker or intermediary regarding the application of these rules.
This relief does not apply to any withholding required under the Foreign Account Tax Compliance Act (FATCA), which generally requires a fund to obtain information sufficient to identify the status of each of its shareholders. If a shareholder fails to provide this information or otherwise fails to comply with FATCA, a fund may be required to withhold under FATCA at a rate of 30% with respect to that shareholder on fund distributions and on the proceeds of the sale, the redemption, or the exchange of fund shares. Please consult your tax advisor for more information about these rules.
Please be aware that the U.S. tax information contained in this Statement of Additional Information is not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax penalties.
Tax MattersTax-Exempt Investors. Income of a fund that would be UBTI if earned directly by a tax-exempt entity will not generally be attributed as UBTI to a tax-exempt shareholder of the fund. Notwithstanding this blocking effect, a tax-exempt shareholder could realize UBTI by virtue of its investment in a fund if shares in the fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of IRC Section 514(b).
A tax-exempt shareholder may also recognize UBTI if a fund recognizes excess inclusion income derived from direct or indirect investments in residual interests in REMICs or equity interests in TMPs. See Tax MattersReal Estate Mortgage Investment Conduits.
In addition, special tax consequences apply to charitable remainder trusts that invest in a fund that invests directly or indirectly in residual interests in REMICs or equity interests in TMPs. Charitable remainder trusts and other tax-exempt investors are urged to consult their tax advisors concerning the consequences of investing in a fund.
Warrants. Warrants are instruments that give the holder the right, but not the obligation, to buy an equity security at a specific price for a specific period of time. Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss. Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants more speculative than other types of investments.
When-Issued, Delayed-Delivery, and Forward-Commitment Transactions. When-issued, delayed-delivery, and forward-commitment transactions involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security is delivered. When purchasing securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. However, the purchaser assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. When a fund has sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the
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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.
SHARE PRICE
Multiple-class funds do not have a single share price. Rather, each class has a share price, called its net asset value, or NAV, that is calculated each business day as of the close of regular trading on the New York Stock Exchange (the Exchange), generally 4 p.m., Eastern time. NAV per share for the Funds (except Vanguard Explorer Value Fund) is computed by dividing the total assets, minus liabilities, allocated to the share class by the number of Fund shares outstanding for that class. NAV per share for the Explorer Value Fund is computed by dividing the total assets, minus liabilities, of the Fund by the number of Fund shares outstanding. On U.S. holidays or other days when the Exchange is closed, the NAV is not calculated, and the Funds do not sell or redeem shares. However, on those days the value of a Funds assets may be affected to the extent that the Fund holds securities that change in value on those days (such as foreign securities that trade on foreign markets that are open).
The Exchange typically observes the following holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. Although each Fund expects the same holidays to be observed in the future, the Exchange may modify its holiday schedule or hours of operation at any time.
PURCHASE AND REDEMPTION OF SHARES
Purchase of Shares (Other than ETF Shares)
The purchase price of shares of each Fund is the NAV per share next determined after the purchase request is received in good order, as defined in the Funds prospectus.
The Intermediate-Term and Long-Term Corporate Bond Index Funds charge purchase fees of 0.25% and 1.00%, respectively. The purchase fee is paid to the Fund to reimburse it for the transaction costs incurred from purchasing securities. The fee is deducted from all purchases, including shares purchased by exchange from other Vanguard funds, but not purchases that result from reinvested dividend or capital gains distributions.
The Short-Term and Intermediate-Term Corporate Bond Index Funds each reserve the right to impose a transaction fee on any purchase that, in the opinion of the advisor, would disrupt efficient management of the Fund. The advisor believes that it may be necessary to impose a transaction fee of 0.25% for the Short-Term Corporate Bond Index Fund and a transaction fee of 0.50% for the Intermediate-Term Corporate Bond Index Fund. The advisor may impose this transaction fee if an investors aggregate purchases into a Fund over a 12-month period exceed, or are expected to exceed, $100 million for the Short-Term Corporate Bond Index Fund or $50 million for the Intermediate-Term Corporate Bond Index Fund.
When applicable, transaction fees may be imposed on the aggregate amount of an investors purchases. Fees are based on the advisors estimate of the transaction costs incurred by each Fund in accepting new investments, which depends on the types of securities in which each Fund invests. Fees may be waived or reduced, however, if an investors purchases can be offset by other shareholders redemptions from the same Fund. Prospective investors may determine whether the fee will be imposed on their investments by calling Vanguard.
Exchange of Securities for Shares of a Fund. Shares of a Fund may be purchased in kind (i.e., in exchange for securities, rather than for cash) at the discretion of the Funds portfolio manager. Such securities must not be restricted as to transfer and must have a value that is readily ascertainable. Securities accepted by the Fund will be valued, as set forth in the Funds prospectus, as of the time of the next determination of NAV after such acceptance. All dividend, subscription, or other rights that are reflected in the market price of accepted securities at the time of valuation become the property of the Fund and must be delivered to the Fund by the investor upon receipt from the issuer. A gain or loss
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for federal income tax purposes, depending upon the cost of the securities tendered, would be realized by the investor upon the exchange. Investors interested in purchasing fund shares in kind should contact Vanguard.
Redemption of Shares (Other than ETF Shares)
The redemption price of shares of each Fund is the NAV per share next determined after the redemption request is received in good order, as defined in the Funds prospectus.
Each Fund can postpone payment of redemption proceeds for up to seven calendar days. In addition, each Fund can suspend redemptions and/or postpone payments of redemption proceeds beyond seven calendar days (1) during any period that the Exchange is closed or trading on the Exchange is restricted as determined by the SEC; (2) during any period when an emergency exists, as defined by the SEC, as a result of which it is not reasonably practicable for the Fund to dispose of securities it owns or to fairly determine the value of its assets; or (3) for such other periods as the SEC may permit.
The Trust has filed a notice of election with the SEC to pay in cash all redemptions requested by any shareholder of record limited in amount during any 90-day period to the lesser of $250,000 or 1% of the net assets of a Fund at the beginning of such period.
If Vanguard determines that it would be detrimental to the best interests of the remaining shareholders of a Fund to make payment wholly or partly in cash, the Fund may pay the redemption price in whole or in part by a distribution in kind of readily marketable securities held by the Fund in lieu of cash in conformity with applicable rules of the SEC. Investors may incur brokerage charges on the sale of such securities received in payment of redemptions.
The Funds do not charge 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 Fund.
Right to Change Policies
Vanguard reserves the right, without notice, to (1) alter, add, or discontinue any conditions of purchase (including eligibility requirements), redemption, exchange, conversion, service, or privilege at any time; (2) accept initial purchases by telephone; (3) freeze any account and/or suspend account services if Vanguard has received reasonable notice of a dispute regarding the assets in an account, including notice of a dispute between the registered or beneficial account owners, or if Vanguard reasonably believes a fraudulent transaction may occur or has occurred; (4) temporarily freeze any account and/or suspend account services upon initial notification to Vanguard of the death of the shareholder until Vanguard receives required documentation in good order; (5) alter, impose, discontinue, or waive any purchase fee, redemption fee, account service fee, or other fees charged to a 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 deemed to be in the best interest of a fund.
Investing With Vanguard Through Other Firms
Each Fund has authorized certain agents to accept on its behalf purchase and redemption orders, and those agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Funds behalf (collectively, Authorized Agents). The Fund will be deemed to have received a purchase or redemption order when an Authorized Agent accepts the order in accordance with the Funds instructions. In most instances, a customer order that is properly transmitted to an Authorized Agent will be priced at the NAV per share next determined after the order is received by the Authorized Agent.
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MANAGEMENT OF THE FUNDS
Vanguard
Each Fund is part of the Vanguard group of investment companies, which consists of more than 190 funds. Each fund is a series of a Delaware statutory trust, and through the trusts jointly owned subsidiary, Vanguard, the funds obtain at cost virtually all of their corporate management, administrative, and distribution services. Vanguard also provides investment advisory services on an at-cost basis to several of the Vanguard funds.
Vanguard employs a supporting staff of management and administrative personnel needed to provide the requisite services to the funds and also furnishes the funds with necessary office space, furnishings, and equipment. Each fund pays its share of Vanguards total expenses, which are allocated among the funds under methods approved by the board of trustees of each fund. In addition, each fund bears its own direct expenses, such as legal, auditing, and custodial fees.
The funds officers are also employees of Vanguard.
Vanguard, Vanguard Marketing Corporation (VMC), the funds, and the funds advisors have adopted codes of ethics designed to prevent employees who may have access to nonpublic information about the trading activities of the funds (access persons) from profiting from that information. The codes of ethics permit access persons to invest in securities for their own accounts, including securities that may be held by a fund, but place substantive and procedural restrictions on the trading activities of access persons. For example, the codes of ethics require that access persons receive advance approval for most securities trades to ensure that there is no conflict with the trading activities of the funds.
Vanguard was established and operates under an Amended and Restated Funds Service Agreement. The Amended and Restated Funds Service Agreement provides that each Vanguard fund may be called upon to invest up to 0.40% of its net assets in Vanguard. The amounts that each fund has invested are adjusted from time to time in order to maintain the proportionate relationship between each funds relative net assets and its contribution to Vanguards capital.
As of August 31, 2015 , each Fund had contributed capital to Vanguard as follows:
Capital | Percentage of | Percent of | |
Contribution to | Funds Average | Vanguards | |
Vanguard Fund | Vanguard | Net Assets | Capitalization |
Explorer Value Fund | $ 28,000 | 0.01% | 0.01% |
Short-Term Government Bond Index Fund | 75,000 | 0.01 | 0.03 |
Intermediate-Term Government Bond Index Fund | 78,000 | 0.01 | 0.03 |
Long-Term Government Bond Index Fund | 46,000 | 0.01 | 0.02 |
Short-Term Corporate Bond Index Fund | 1,109,000 | 0.01 | 0.44 |
Intermediate-Term Corporate Bond Index Fund | 555,000 | 0.01 | 0.22 |
Long-Term Corporate Bond Index Fund | 122,000 | 0.01 | 0.05 |
Mortgage-Backed Securities Index Fund | 173,000 | 0.01 | 0.07 |
Russell 1000 Index Fund | 165,000 | 0.01 | 0.07 |
Russell 1000 Value Index Fund | 157,000 | 0.01 | 0.06 |
Russell 1000 Growth Index Fund | 190,000 | 0.01 | 0.08 |
Russell 2000 Index Fund | 98,000 | 0.01 | 0.04 |
Russell 2000 Value Index Fund | 14,000 | 0.01 | 0.01 |
Russell 2000 Growth Index Fund | 34,000 | 0.01 | 0.01 |
Russell 3000 Index Fund | 92,000 | 0.01 | 0.04 |
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.
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Distribution . Vanguard Marketing Corporation, 400 Devon Park Drive A39, Wayne, PA 19087, a wholly owned subsidiary of Vanguard, is the principal underwriter for the funds and in that capacity performs and finances marketing, promotional, and distribution activities (collectively, marketing and distribution activities) that are primarily intended to result in the sale of the funds shares. VMC offers shares of each fund for sale on a continuous basis and will use all reasonable efforts in connection with the distribution of shares of the funds. VMC performs marketing and distribution activities at cost in accordance with the conditions of a 1981 SEC exemptive order that permits the Vanguard funds to internalize and jointly finance the marketing, promotion, and distribution of their shares. The funds trustees review and approve the marketing and distribution expenses incurred by the funds, including the nature and cost of the activities and the desirability of each funds continued participation in the joint arrangement.
To ensure that each funds participation in the joint arrangement falls within a reasonable range of fairness, each fund contributes to VMCs marketing and distribution expenses in accordance with an SEC-approved formula. Under that formula, one half of the marketing and distribution expenses are allocated among the funds based upon their relative net assets. The remaining half of those expenses are allocated among the funds based upon each funds sales for the preceding 24 months relative to the total sales of the funds as a group, provided, however, that no funds aggregate quarterly rate of contribution for marketing and distribution expenses shall exceed 125% of the average marketing and distribution expense rate for Vanguard and that no fund shall incur annual marketing and distribution expenses in excess of 0.20% of its average month-end net assets. Each funds contribution to these marketing and distribution expenses helps to maintain and enhance the attractiveness and viability of the Vanguard complex as a whole, which benefits all of the funds and their shareholders.
VMCs principal marketing and distribution expenses are for advertising, promotional materials, and marketing personnel. Other marketing and distribution activities of an administrative nature that VMC undertakes on behalf of the funds may include, but are not limited to:
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-
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sponsored and other institutional investors. In exchange for such services, the third party receives an annual base (fixed) fee and may also receive discretionary fees or performance adjustments.
In connection with its marketing and distribution activities, VMC may give financial service providers (or their representatives) (1) promotional items of nominal value that display Vanguards logo, such as golf balls, shirts, towels, pens, and mouse pads; (2) gifts that do not exceed $100 per person annually and are not preconditioned on achievement of a sales target; (3) an occasional meal, a ticket to a sporting event or the theater, or comparable entertainment that is neither so frequent nor so extensive as to raise any question of propriety and is not preconditioned on achievement of a sales target; and (4) reasonable travel and lodging accommodations to facilitate participation in marketing and distribution activities.
VMC, as a matter of policy, does not pay asset-based fees, sales-based fees, or account-based fees to financial service providers in connection with its marketing and distribution activities for the Vanguard funds. VMC policy also prohibits marketing and distribution activities that are intended, designed, or likely to compromise suitability determinations by, or the fulfillment of any fiduciary duties or other obligations that apply to, financial service providers. Nonetheless, VMCs marketing and distribution activities are primarily intended to result in the sale of the funds shares, and as such, its activities, including shared marketing and distribution activities, may influence participating financial service providers (or their representatives) to recommend, promote, include, or invest in a Vanguard fund or share class. In addition, Vanguard or any of its subsidiaries may retain a financial service provider to provide consulting or other services, and that financial service provider also may provide services to investors. Investors should consider the possibility that any of these activities or relationships may influence a financial service providers (or its representatives) decision to recommend, promote, include, or invest in a Vanguard fund or share class. Each financial service provider should consider its suitability determinations, fiduciary duties, and other legal obligations (or those of its representatives) in connection with any decision to consider, recommend, promote, include, or invest in a Vanguard fund or share class.
The following table describes the expenses of Vanguard and VMC that are incurred by the Funds on an at-cost basis. Amounts captioned Management and Administrative Expenses include a Funds allocated share of expenses associated with the management, administrative, and transfer agency services Vanguard provides to the funds. Amounts captioned Marketing and Distribution Expenses include a Funds allocated share of expenses associated with the marketing and distribution activities that VMC conducts on behalf of the Vanguard funds.
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As is the case with all mutual funds, transaction costs incurred by the Funds for buying and selling securities are not reflected in the table. Annual Shared Fund Operating Expenses are based on expenses incurred in the fiscal years ended August 31, 2013 , 2014 , and 2015 , and are presented as a percentage of each Fund‘s average month-end net assets.
Annual Shared Fund Operating Expenses | |||
(Shared Expenses Deducted From Fund Assets) | |||
Vanguard Fund | 2013 | 2014 | 2015 |
Explorer Value Fund | |||
Management and Administrative Expenses | 0.37% | 0.47% | 0.45% |
Marketing and Distribution Expenses | 0.03 | 0.04 | 0.04 |
Short-Term Government Bond Index Fund | |||
Management and Administrative Expenses | 0.10% | 0.11% | 0.09% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Intermediate-Term Government Bond Index Fund | |||
Management and Administrative Expenses | 0.08% | 0.10% | 0.09% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Long-Term Government Bond Index Fund | |||
Management and Administrative Expenses | 0.08% | 0.06% | 0.08% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Short-Term Corporate Bond Index Fund | |||
Management and Administrative Expenses | 0.12% | 0.12% | 0.10% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Intermediate-Term Corporate Bond Index Fund | |||
Management and Administrative Expenses | 0.11% | 0.11% | 0.10% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Long-Term Corporate Bond Index Fund | |||
Management and Administrative Expenses | 0.10% | 0.09% | 0.09% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Mortgage-Backed Securities Index Fund | |||
Management and Administrative Expenses | 0.10% | 0.09% | 0.09% |
Marketing and Distribution Expenses | 0.03 | 0.03 | 0.02 |
Russell 1000 Index Fund | |||
Management and Administrative Expenses | 0.06% | 0.05% | 0.06% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
Russell 1000 Value Index Fund | |||
Management and Administrative Expenses | 0.05% | 0.05% | 0.06% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
Russell 1000 Growth Index Fund | |||
Management and Administrative Expenses | 0.06% | 0.06% | 0.07% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.01 |
Russell 2000 Index Fund | |||
Management and Administrative Expenses | 0.05% | 0.05% | 0.06% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
Russell 2000 Value Index Fund | |||
Management and Administrative Expenses | 0.06% | 0.06% | 0.06% |
Marketing and Distribution Expenses | 0.00 | 0.02 | 0.02 |
Russell 2000 Growth Index Fund | |||
Management and Administrative Expenses | 0.05% | 0.05% | 0.08% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
Russell 3000 Index Fund | |||
Management and Administrative Expenses | 0.02% | 0.02% | 0.03% |
Marketing and Distribution Expenses | 0.02 | 0.02 | 0.02 |
B-35
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 all independent trustees, 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 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.
B-36
Principal Occupation(s) | Number of | |||
Vanguard | and Outside Directorships | Vanguard Funds | ||
Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
Interested Trustee 1 | ||||
F. William McNabb III | Chairman of the | July 2009 | Mr. McNabb has served as Chairman of the Board of | 194 |
(1957) | Board, Chief | Vanguard and of each of the investment companies | ||
Executive Officer, | served by Vanguard, since January 2010; Trustee of | |||
and President | each of the investment companies served by | |||
Vanguard, since 2009; Director of Vanguard since | ||||
2008; and Chief Executive Officer and President of | ||||
Vanguard and of each of the investment companies | ||||
served by Vanguard, since 2008. Mr. McNabb also | ||||
serves as a Director of Vanguard Marketing | ||||
Corporation. Mr. McNabb served as a Managing | ||||
Director of Vanguard from 1995 to 2008. |
1 Mr. McNabb is considered an interested person, as defined in the 1940 Act, because he is an officer of the Trust.
Independent Trustees | ||||
Emerson U. Fullwood | Trustee | January 2008 | Mr. Fullwood is the former Executive Chief Staff and | 194 |
(1948) | Marketing Officer for North America and Corporate | |||
Vice President (retired 2008) of Xerox Corporation | ||||
(document management products and services). | ||||
Previous positions held at Xerox by Mr. Fullwood include | ||||
President of the Worldwide Channels Group, President | ||||
of Latin America, Executive Chief Staff Officer of | ||||
Developing Markets, and President of Worldwide | ||||
Customer Services. Mr. Fullwood is the Executive in | ||||
Residence and 20092010 Distinguished Minett | ||||
Professor at the Rochester Institute of Technology. | ||||
Mr. Fullwood serves as a D irector of SPX Corporation | ||||
(multi-industry manufacturing), the University of | ||||
Rochester Medical Center, Monroe Community College | ||||
Foundation, the United Way of Rochester, and North | ||||
Carolina A&T University. | ||||
Rajiv L. Gupta | Trustee | December 2001 | Mr. Gupta is the former Chairman and Chief Executive | 194 |
(1945) | Officer (retired 2009) and President (20062008) of | |||
Rohm and Haas Co. (chemicals). Mr. Gupta serves as a | ||||
Di rector of Tyco International PLC (diversified | ||||
manufacturing and services), Hewlett-Packard | ||||
Company (electronic computer manufacturing), and | ||||
Delphi Automotive PLC (automotive components) and | ||||
as Senior Advisor at New Mountain Capital. | ||||
Amy Gutmann | Trustee | June 2006 | Dr. Gutmann has served as the President of the | 194 |
(1949) | University of Pennsylvania since 2004. She is the | |||
Christopher H. Browne Distinguished Professor of | ||||
Political Science, School of Arts and Sciences, and | ||||
Professor of Communication, Annenberg School for | ||||
Communication, with secondary faculty appointments | ||||
in the Department of Philosophy, School of Arts and | ||||
Sciences, and at the Graduate School of Education, | ||||
University of Pennsylvania. Dr. Gutmann also serves | ||||
as a T rustee of the National Constitution Center. | ||||
Dr. Gutmann is Chair of the Presidential Commission | ||||
for the Study of Bioethical Issues. |
B-37
Principal Occupation(s) | Number of | |||
Vanguard | and Outside Directorships | Vanguard Funds | ||
Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
JoAnn Heffernan Heisen | Trustee | July 1998 | Ms. Heisen is the former Corporate Vice President | 194 |
(1950) | and Chief Global Diversity Officer (retired 2008) | |||
and a former m ember of the Executive Committee | ||||
(19972008) of Johnson & Johnson (pharmaceuticals/ | ||||
medical devices/consumer products). Ms. Heisen | ||||
served as Vice President and Chief Information Officer | ||||
of Johnson & Johnson from 1997 to 2005. Ms. Heisen | ||||
serves as a D irector of Skytop Lodge Corporation | ||||
(hotels) and the Robert Wood Johnson Foundation and | ||||
as a member of the Ad visory B oard of the Institute for | ||||
Womens Leadership at Rutgers University. | ||||
F. Joseph Loughrey | Trustee | October 2009 | Mr. Loughrey is the former President and Chief | 194 |
(1949) | Operating Officer (retired 2009) and Vice Chairman of | |||
the Board (20082009) of Cummins Inc. (industrial | ||||
machinery). Mr. Loughrey serves as Chairman of the | ||||
Board of Hillenbrand, Inc. (specialized consumer | ||||
services) and of Oxfam America; as a D irector of | ||||
SKF AB (industrial machinery), Hyster-Yale Materials | ||||
Handling, Inc. (forklift trucks), the Lumina Foundation | ||||
for Education, and the V Foundation for Cancer | ||||
Research; and as a member of the Advisory Council for | ||||
the College of Arts and Letters and of the Advisory | ||||
Board to the Kellogg Institute for International Studies, | ||||
both at the University of Notre Dame. Mr. Loughrey | ||||
served as a D irector of Sauer-Danfoss Inc. (machinery) | ||||
from 2000 to 2010 . | ||||
Mark Loughridge | Lead Independent | March 2012 | Mr. Loughridge is the former Senior Vice President and | 194 |
(1953) | Trustee | Chief Financial Officer (retired 2013) at IBM | ||
(information technology services). Mr. Loughridge also | ||||
served as a fiduciary member of IBMs Retirement Plan | ||||
Committee (20042013). Previous positions held by Mr. | ||||
Loughridge at IBM include Senior Vice President and | ||||
General Manager of Global Financing (20022004), | ||||
Vice President and Controller (19982002), and a | ||||
variety of management roles. Mr. Loughridge serves as | ||||
a Director of The Dow Chemical Company and as a | ||||
member of the Council on Chicago Booth. | ||||
Scott C. Malpass | Trustee | March 2012 | Mr. Malpass has served as Chief Investment Officer | 194 |
(1962) | since 1989 and Vice President since 1996 at the | |||
University of Notre Dame. Mr. Malpass serves as an | ||||
Assistant Professor of Finance at the Mendoza College | ||||
of Business at the University of Notre Dame and is a | ||||
member of the Notre Dame 403(b) Investment | ||||
Committee. Mr. Malpass also serves on the board s of | ||||
TIFF Advisory Services, Inc. , and Catholic Investment | ||||
Services, Inc. (investment advisor s ) and as a member | ||||
of the investment advisory committee of Major | ||||
League Baseball. | ||||
André F. Perold | Trustee | December 2004 | Dr. Perold is the George Gund Professor of Finance | 194 |
(1952) | and Banking, Emeritus at the Harvard Business School | |||
(retired 2011). Dr. Perold serves as Chief Investment | ||||
Officer and Managing Partner of HighVista Strategies | ||||
LLC (private investment firm). Dr. Perold also serves as | ||||
a Di rector of Rand Merchant Bank and as an Ov erseer | ||||
of the Museum of Fine Arts Boston. |
B-38
Principal Occupation(s) | Number of | |||
Vanguard | and Outside Directorships | Vanguard Funds | ||
Position(s) | Funds Trustee/ | During the Past Five Years | Overseen by | |
Name, Year of Birth | Held With Funds | Officer Since | and Other Experience | Trustee/Officer |
Peter F. Volanakis | Trustee | July 2009 | Mr. Volanakis is the retired President and Chief | 194 |
(1955) | Operating Officer (retired 2010) of Corning | |||
Incorporated (communications equipment) and a | ||||
former D irector of Corning Incorporated (20002010) | ||||
and of Dow Corning (20012010). Mr. Volanakis served | ||||
as a D irector of SPX Corporation (multi-industry | ||||
manufacturing) in 2012 and as an Overseer of the | ||||
Amos Tuck School of Business Administration at | ||||
Dartmouth College from 2001 to 2013. Mr. Volanakis | ||||
serves as a T rustee of Colby-Sawyer College and as a | ||||
member of the Advisory Board of the Norris Cotton | ||||
Cancer Center and of the Advisory Board of the | ||||
Parthenon Group (strategy consulting). | ||||
Executive Officers | ||||
Glenn Booraem | Treasurer | July 2010 | Mr. Booraem, a Principal of Vanguard, has served as | 194 |
(1967) | Treasurer of each of the investment companies served | |||
by Vanguard, since May 2015. Mr. Booraem served as | ||||
Controller of each of the investment companies served | ||||
by Vanguard, from 2010 to 2015, and as Assistant | ||||
Controller of each of the investment companies served | ||||
by Vanguard, from 2001 to 2010. | ||||
Thomas J. Higgins | Chief Financial | September 2008 | Mr. Higgins, a Principal of Vanguard, has served as Chief | 194 |
(1957) | Officer | Financial Officer of each of the investment companies | ||
served by Vanguard, since 2008. Mr. Higgins served as | ||||
Treasurer of each of the investment companies served | ||||
by Vanguard, from 1998 to 2008. | ||||
Peter Mahoney | Controller | May 2015 | Mr. Mahoney, head of Global Fund Accounting at | 194 |
(1974) | Vanguard, has served as Controller of each of the | |||
investment companies served by Vanguard, since | ||||
May 2015. Mr. Mahoney served as head of International | ||||
Fund Services at Vanguard from 2008 to 2014. | ||||
Heidi Stam | Secretary | July 2005 | Ms. Stam has served as a Managing Director of | 194 |
(1956) | Vanguard since 2006; General Counsel of Vanguard | |||
since 2005; Secretary of Vanguard and of each of the | ||||
investment companies served by Vanguard, since | ||||
2005; and Director and Senior Vice President of | ||||
Vanguard Marketing Corporation since 2005. Ms. Stam | ||||
served as a Principal of Vanguard from 1997 to 2006. |
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, including 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.
B-39
Board Committees: The Trusts board has the following committees:
The Nominating Committee will consider shareholder recommendations for trustee nominees. Shareholders may send recommendations to Mr. Loughridge , chairman of the committee.
Trustee Compensation
The same individuals serve as trustees of all Vanguard funds and each fund pays a proportionate share of the trustees compensation. The funds also employ their officers on a shared basis; however, officers are compensated by Vanguard, not the funds.
Independent Trustees. The funds compensate their independent trustees (i.e., the ones who are not also officers of the funds) in three ways:
Interested Trustee. Mr. McNabb serves as trustee but is not paid in this capacity. He is, however, paid in his role as an officer of Vanguard.
Compensation Table. The following table provides compensation details for each of the trustees. We list the amounts paid as compensation and accrued as retirement benefits by the Funds for each trustee. In addition, the table shows the total amount of benefits that we expect each trustee to receive from all Vanguard funds upon retirement and the total amount of compensation paid to each trustee by all Vanguard funds.
B-40
VANGUARD SCOTTSDALE FUNDS | ||||
TRUSTEES’ COMPENSATION TABLE | ||||
Pension or Retirement | Accrued Annual | Total Compensation | ||
Aggregate | Benefits Accrued | Retirement | From All Vanguard | |
Compensation | as Part of the | Benefit at | Funds Paid | |
Trustee | From the Funds 1 | Funds’ Expenses 1 | January 1, 2015 2 | to Trustees 3 |
F. William McNabb III | — | — | — | — |
Emerson U. Fullwood | $1,956 | — | — | $225,000 |
Rajiv L. Gupta | 1,956 | — | — | 225,000 |
Amy Gutmann | 1,956 | — | — | 225,000 |
JoAnn Heffernan Heisen | 1,956 | $35 | $ 6,498 | 225,000 |
F. Joseph Loughrey | 1,956 | — | — | 225,000 |
Mark Loughridge | 2,084 | — | — | 225,000 |
Scott C. Malpass | 1,956 | — | — | 218,600 |
André F. Perold | 1,956 | — | — | 225,000 |
Alfred M. Rankin, Jr. 4 | 903 | 27 | 12,734 | 255,000 |
Peter F. Volanakis | 1,956 | — | — | 225,000 |
1 | The amounts shown in this column are based on the Trust‘s fiscal year ended August 31, 2015 . Each Fund within the Trust is responsible for a proportionate share of these amounts. |
2 | Each trustee is eligible to receive retirement benefits only after completing at least 5 years (60 consecutive months) of service as a trustee for the Vanguard funds. The annual retirement benefit will be paid in monthly installments, beginning with the month following the trustee’s retirement from service, and will cease after 10 years of payments (120 monthly installments). Trustees who began their service on or after January 1, 2001, are not eligible to participate in the retirement benefit plan. |
3 | The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 177 Vanguard funds for the 2014 calendar year. |
4 | Mr. Rankin retired from the Funds’ board of trustees effective December 31, 2014. |
Ownership of Fund Shares
All trustees allocate their investments among the various Vanguard funds based on their own investment needs. The following table shows each trustee’s ownership of shares of each Fund and of all Vanguard funds served by the trustee as of December 31, 2014 .
Dollar Range | Aggregate Dollar Range of | ||
of Fund Shares | Vanguard Fund Shares | ||
Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
Explorer Value Fund | Emerson U. Fullwood | — | Over $100,000 |
Rajiv L. Gupta | — | Over $100,000 | |
Amy Gutmann | — | Over $100,000 | |
JoAnn Heffernan Heisen | — | Over $100,000 | |
F. Joseph Loughrey | — | Over $100,000 | |
Mark Loughridge | — | Over $100,000 | |
Scott C. Malpass | — | Over $100,000 | |
F. William McNabb III | — | Over $100,000 | |
André F. Perold | — | Over $100,000 | |
Peter F. Volanakis | — | Over $100,000 |
B-41
Dollar Range | Aggregate Dollar Range of | ||
of Fund Shares | Vanguard Fund Shares | ||
Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
Short-Term Government Bond Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Intermediate-Term Government Bond Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Long-Term Government Bond Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Short-Term Corporate Bond Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 |
B-42
Dollar Range | Aggregate Dollar Range of | ||
of Fund Shares | Vanguard Fund Shares | ||
Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
Intermediate-Term Corporate Bond Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Long-Term Corporate Bond Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Mortgage-Backed Securities Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Russell 1000 Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 |
B-43
Dollar Range | Aggregate Dollar Range of | ||
of Fund Shares | Vanguard Fund Shares | ||
Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
Russell 1000 Value Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Russell 1000 Growth Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Russell 2000 Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Russell 2000 Value Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 |
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Dollar Range | Aggregate Dollar Range of | ||
of Fund Shares | Vanguard Fund Shares | ||
Vanguard Fund | Trustee | Owned by Trustee | Owned by Trustee |
Russell 2000 Growth Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 | |
Russell 3000 Index Fund | Emerson U. Fullwood | | Over $100,000 |
Rajiv L. Gupta | | Over $100,000 | |
Amy Gutmann | | Over $100,000 | |
JoAnn Heffernan Heisen | | Over $100,000 | |
F. Joseph Loughrey | | Over $100,000 | |
Mark Loughridge | | Over $100,000 | |
Scott C. Malpass | | Over $100,000 | |
F. William McNabb III | | Over $100,000 | |
André F. Perold | | Over $100,000 | |
Peter F. Volanakis | | Over $100,000 |
As of November 30, 2015, the trustees and officers of the funds owned, in the aggregate, less than 1% of each class of each funds outstanding shares.
As of November 30, 2015 , the following owned of record 5% or more of the outstanding shares of each class:
Vanguard Short-Term Government Bond Index FundInstitutional Shares: National Financial Services LLC, Jersey City, NJ (45.16%), Pershing LLC, Jersey City, NJ (38.81%), Princeton Area Community Foundation Inc., Lawrenceville, NJ (16.04%); Vanguard Short-Term Government Bond Index FundAdmiral Shares: National Financial Services LLC, Jersey City, NJ (16.12%), Charles Schwab & Co., Inc., San Francisco, CA (5.28%); Vanguard Intermediate-Term Government Bond Index FundInstitutional Shares: MAC & Co. A/C UFJF3000062, Pittsburgh, PA (54.78%), Cape Cod Healthcare Inc., Hyannis, MA (12.14%), Charles Schwab & Co., Inc., San Francisco, CA (10.97%), PIMS/Prudential Retirement, Newark, NJ (9.88%), Redemptorist Fathers of New York Inc., Brooklyn, NY (5.24%); Vanguard Intermediate-Term Government Bond Index FundAdmiral Shares: Charles Schwab & Co., Inc., San Francisco, CA (44.04%), National Financial Services LLC, Jersey City, NJ (8.03%); Vanguard Long-Term Government Bond Index FundInstitutional Shares: Northern Trust Corporation FBO American Hospital-Retirement, Chicago, IL (14.40%), State Street Bank & Trust Company FBO Leidos Biomedical Research, Quincy, MA (14.15%), Capinco, Milwaukee, WI (13.64%), JP Morgan Chase Bank NA FBO Towers Watson Savings Plan For US Employees Target 2025, New York, NY (11.18%), Pension Plans for Employees of Magnesita Refractories Co., York, PA (8.51%), JP Morgan Chase Bank NA FBO Towers Watson Savings Plan For US Employees Target 2030, New York, NY (8.15%), JP Morgan Chase Bank NA FBO Towers Watson Savings Plan For US Employees Target 2035, New York, NY (6.11%), JP Morgan Chase Bank NA FBO Towers Watson Savings Plan For US Employees Target 2020, New York, NY (5.04%), JP Morgan Chase Bank NA FBO Towers Watson Savings Plan For US Employees Target 2040, New York, NY (5.03%); Vanguard Short-Term Corporate Bond Index FundInstitutional Shares: University of South Florida Board of Trustees, Tampa, FL (28.67%), National Financial Services LLC, Jersey City, NJ (25.07%), Wells Fargo Bank NA FBO City of Albuquerque, Minneapolis, MN (9.13%); Vanguard Short-Term Corporate Bond Index FundAdmiral Shares: National Financial Services LLC, Jersey City, NJ (8.62%), Charles Schwab & Co., Inc., San Francisco, CA (8.54%); Vanguard Intermediate-Term Corporate Bond Index FundInstitutional Shares: Citibank NA FBO Ashland Asbestos Defense Trust, New York, NY (34.29%), Sompo Japan Insurance Company of America Attn: Yasuhiro Nakahara, New York, NY (19.31%), Vanguard Advisers Inc., Valley Forge, PA (16.59%), Sompo Japan Insurance Company of America, New York, NY (10.43%), Wells Fargo Bank NA FBO National-Oil WE, Minneapolis,
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MN (9.86%), Pacific Life Foundation, Newport Beach, CA (8.26%); Vanguard Intermediate-Term Corporate Bond Index FundAdmiral Shares: Charles Schwab, San Francisco, CA (5.92%); Vanguard Long-Term Corporate Bond Index FundInstitutional Shares: MAC & Co. A/C 128219, Pittsburgh, PA (52.86%), Mitra & Co. FBO 98, Green Bay, WI (18.89%), Wells Fargo Bank NA FBO Options Clearing Corp, Minneapolis, MN (11.65%), Northern Trust Corporation FBO American Hospital-Retirement, Chicago, IL (7.52%); Vanguard Long-Term Corporate Bond Index FundAdmiral Shares: Northern Trust Company FBO New York Times Company - Guild Fund, Chicago, IL (24.11%), Nabank & Co., Tulsa, OK (6.30%); Vanguard Mortgage-Backed Securities Index FundInstitutional Shares: National Financial Services LLC, Jersey City, NJ (100%); Vanguard Mortgage-Backed Securities Index FundAdmiral Shares: SEI Private Trust Company FBO Suntrust Bank, Oaks, PA (50.55%), National Financial Services LLC, Jersey City, NJ (24.20%), Charles Schwab & Co., Inc., San Francisco, CA (5.99%); Vanguard Explorer Value FundInvestor Shares: Wells Fargo Bank FBO Skadden Arps Slate Meagher and Flom Savings Plan, Charlotte, NC (13.16%); Vanguard Russell 1000 Index FundInstitutional Shares: National Financial Services LLC, Jersey City, NJ (16.26%), General Atomics 401(k) Retirement Savings Plan, San Diego, CA (7.24%), Wells Fargo Bank NA FBO St. Pete Fire, Minneapolis, MN (7.17%), Wells Fargo Bank NA FBO LG Health Reserves, Minneapolis, MN (5.83%), MAC & Co. A/C 734261, Pittsburgh, PA (5.57%); Vanguard Russell 1000 Value Index FundInstitutional Shares: National Financial Services LLC, Jersey City, NJ (11.54%), Mitra & Co. FBO 98, Green Bay, WI (9.98%), 401(k) Savings Plan of Fiserv, Inc. and its Participating Subsidiaries, Brookfield, WI (6.45%), SEI Private Trust Company, Oaks, PA (6.16%); Vanguard Russell 1000 Growth Index FundInstitutional Shares: National Financial Services LLC, Jersey City, NJ (9.37%), SEI Private Trust Company c/o Suntrust ID 866 ETS, Oaks, PA (6.51%), State Street Bank, Harrison, NY (6.20%), New York Hotel Trades Council and Hotel Association of New York City Inc., New York, NY (6.01%), Capinco, Milwaukee, WI (5.72%), SEI Private Trust Company c/o Suntrust ID 866, Oaks, PA (5.61%), Mitra & Co. FBO 98, Green Bay, WI (5.50%); Vanguard Russell 2000 Index FundInstitutional Shares: National Financial Services LLC, Jersey City, NJ (15.23%), Strafe & Co. FBO Van Tuyl Family 2012 Irrevocable Trust, Newark, DE (7.14%), Strafe & Co. FBO Van Tuyl Family 2006 Irrevocable Trust, Newark, DE (5.18%), MAC & Co. A/C AZ1F0010052, Pittsburgh, PA (5.18%); Vanguard Russell 2000 Value Index FundInstitutional Shares: SEI Private Trust Company, Oaks, PA (48.10%), New York Life Trust Company, Parsippany, NJ (15.20%), UMBSC & Co. FBO Wels Equity Fund, Kansas City, MO (12.76%), Russell Trust Company, Seattle, WA (8.52%), Fifth Third Bank FBO GENESCO Master Pension Trust, Cincinnati, OH (7.68%), Wells Fargo Bank NA FBO Alex Lee Dir Inv, Minneapolis, MN (6.95%); Vanguard Russell 2000 Growth Index FundInstitutional Shares: SEI Private Trust Company c/o Suntrust ID 866 ETS, Oaks, PA (23.40%), MAC & Co. A/C IH3F2014002, Pittsburgh, PA (17.66%), SEI Private Trust Company c/o Sun Trust Bank ID 866, Oaks, PA (16.41%), Capinco, Milwaukee, WI (7.15%), National Financial Services LLC, Jersey City, NJ (7.04%), Wells Fargo Bank NA FBO Alliant Energy Pension, Minneapolis, MN (5.83%); Vanguard Russell 3000 Index FundInstitutional Shares: Massachusetts Mutual Life Insurance Company, Springfield, MA (16.16%), MAC & Co A/C MNPF1002002, Pittsburgh, PA (11.44%), Charles Schwab & Co. Inc., San Francisco, CA (9.92%), National Financial Services LLC, Jersey City, NJ (8.87%), Wells Fargo Bank NA FBO PHSA Short-Term Directed, Minneapolis, MN (7.27%), Wells Fargo Bank NA FBO HMH Collis P & H Portfolio, Minneapolis, MN (6.26%), Wells Fargo Bank NA FBO HMH Operational Portfolio, Minneapolis, MN (6.21%).
Although the Funds do not have information concerning the beneficial ownership of shares held in the names of Depository Trust Company (DTC) participants, as of November 30, 2015 , the name and percentage ownership of each DTC participant that owned of record 5% or more of the outstanding ETF Shares of a Fund were as follows:
Vanguard Short-Term Government Bond Index FundETF Shares: Charles Schwab & Co., Inc. (16.5%), TD Ameritrade Clearing, Inc. (14.3%), National Financial Services LLC (11.8%), Merrill Lynch, Pierce, Fenner & Smith (7.5%), Vanguard Marketing Corporation (7.1%), Morgan Stanley DW Inc. (5.7%); Vanguard Intermediate-Term Government Bond Index FundETF Shares: TD Ameritrade Clearing, Inc. (14.6%), Charles Schwab & Co., Inc. (14.5%), National Financial Services LLC (13.2%), Vanguard Marketing Corporation (10.6%), Merrill Lynch, Pierce, Fenner & Smith (8.6%); Vanguard Long-Term Government Bond Index FundETF Shares: Vanguard Marketing Corporation (23.4%), National Financial Services LLC (12.5%), Charles Schwab & Co., Inc. (7.5%), TD Ameritrade Clearing, Inc. (6.9%), Merrill Lynch, Pierce, Fenner & Smith (6.5%); Vanguard Short-Term Corporate Bond Index FundETF Shares: Charles Schwab & Co., Inc. (17.4%), National Financial Services LLC (12.3%), Morgan Stanley DW Inc. (7.0%), TD Ameritrade Clearing, Inc. (6.9%), First Clearing, LLC (6.0%), Merrill Lynch, Pierce, Fenner & Smith (5.8%); Vanguard Intermediate-Term Corporate Bond Index FundETF Shares: TD Ameritrade Clearing, Inc. (17.9%), Charles Schwab & Co., Inc. (15.5%), First Clearing, LLC (8.5%), State Street Bank and Trust Company (7.7%), Merrill Lynch, Pierce, Fenner & Smith (7.2%), National Financial Services LLC (6.8%), Vanguard Marketing Corporation (5.8%); Vanguard Long-Term Corporate Bond Index FundETF Shares: Credit Suisse Securities (USA) LLC (14.2%), Vanguard Marketing Corporation (10.3%), National Financial
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Services LLC (7.1%), Charles Schwab & Co., Inc. (5.4%), JP Morgan Chase Bank, National Association (5.4%), The Northern Trust Company (5.0%); Vanguard Mortgage-Backed Securities Index FundETF Shares: Charles Schwab & Co., Inc. (35.3%), National Financial Services LLC (9.5%), State Street Bank and Trust Company (8.8%), Merrill Lynch, Pierce, Fenner & Smith (8.0%), Pershing LLC (7.8%); Vanguard Russell 1000 Index FundETF Shares: UBS Financial Services LLC (27.8%), Charles Schwab & Co., Inc. (16.6%), National Financial Services LLC (12.6%), Vanguard Marketing Corporation (8.8%); Vanguard Russell 1000 Value Index FundETF Shares: Charles Schwab & Co., Inc. (13.7%), Merrill Lynch, Pierce, Fenner & Smith (13.3%), UBS Financial Services LLC (10.9%), Morgan Stanley DW Inc. (8.1%), National Financial Services LLC (7.6%), LPL Financial Corporation (7.5%), Northern Trust Company (6.9%), First Clearing, LLC (5.9%); Vanguard Russell 1000 Growth Index FundETF Shares: Charles Schwab & Co., Inc. (15.6%), Merrill Lynch, Pierce, Fenner & Smith (14.3%), Morgan Stanley DW Inc. (10.7%), UBS Financial Services LLC (10.1%), LPL Financial Corporation (7.9%), National Financial Services LLC (7.0%), First Clearing, LLC (6.6%); Vanguard Russell 2000 Index FundETF Shares: National Financial Services LLC (16.4%), Charles Schwab & Co., Inc. (13.4%), UBS Financial Services LLC (10.8%), Pershing LLC (6.2%), Merrill Lynch, Pierce, Fenner & Smith (5.6%), Vanguard Marketing Corporation (5.5%), TD Ameritrade Clearing, Inc. (5.5%); Vanguard Russell 2000 Value Index FundETF Shares: Charles Schwab & Co., Inc. (27.9%), Vanguard Marketing Corporation (13.1%), National Financial Services LLC (10.9%), First Clearing, LLC (9.2%), Morgan Stanley DW Inc. (7.1%), Pershing LLC (7.0%); Vanguard Russell 2000 Growth Index FundETF Shares: Charles Schwab & Co., Inc. (24.2%), National Financial Services LLC (11.0%), Vanguard Marketing Corporation (9.8%), Ameriprise Advisor Services, Inc. (7.7%); Vanguard Russell 3000 Index FundETF Shares: Vanguard Marketing Corporation (16.8%), Charles Schwab & Co., Inc. (9.6%), National Financial Services LLC (9.4%), Morgan Stanley DW Inc. (8.2%), Manufacturers and Traders Trust Company (8.1%), LPL Financial Corporation (7.0%), Merrill Lynch, Pierce, Fenner & Smith (5.9%).
A shareholder who owns more than 25% of a Fund's voting shares may be considered a controlling person. As of November 30, 2015, Charles Schwab & Co., Inc., owned 28% of the voting shares of Vanguard Mortgage-Backed Securities Index Fund.
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.
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Online Disclosure of Ten Largest Stock Holdings
Each actively managed Vanguard fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent calendar quarter (quarter-end ten largest stock holdings with weightings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds ten largest stock portfolio holdings and the percentage of the funds total assets that each of these holdings represents as of the end of the most recent month (month-end ten largest stock holdings with weightings) online at vanguard.com , in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. In addition, Vanguard funds generally will seek to disclose the funds ten largest stock portfolio holdings and the aggregate percentage of the funds total assets (and, for balanced funds, the aggregate percentage of the funds equity securities) that these holdings represent as of the end of the most recent month (month-end ten largest stock holdings) online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 10 business days after the end of the month. Together, the quarter-end and month-end ten largest stock holdings are referred to as the ten largest stock holdings. Online disclosure of the ten largest stock holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons.
Online Disclosure of Complete Portfolio Holdings
Each actively managed Vanguard fund, unless otherwise stated , generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, 30 calendar days after the end of the calendar quarter. In accordance with Rule 2a-7 under the 1940 Act, each of the Vanguard money market funds will disclose the funds complete portfolio holdings as of the last business day of the prior month online at vanguard.com, in the Portfolio section of the funds Portfolio & Management page, no later than the fifth business day of the current month. The complete portfolio holdings information for money market funds will remain available online for at least six months after the initial posting. Vanguard Market Neutral Fund and Vanguard Alternative Strategies Fund generally will seek to disclose the Funds complete portfolio holdings as of the end of the most recent calendar quarter online at vanguard.com, in the Portfolio section of the Funds Portfolio & Management page, 60 calendar days after the end of the calendar quarter. Each Vanguard index fund generally will seek to disclose the funds complete portfolio holdings as of the end of the most recent month online at vanguard.com , in the Portfolio section of the funds Portfolio & Management page, 15 calendar days after the end of the month. Online disclosure of complete portfolio holdings is made to all categories of persons, including individual investors, institutional investors, intermediaries, third-party service providers, rating and ranking organizations, affiliated persons of a Vanguard fund, and all other persons. Vanguards Portfolio Review Department will review complete portfolio holdings before disclosure is made and, except with respect to the complete portfolio holdings of the Vanguard money market funds, may withhold any portion of the funds complete portfolio holdings from disclosure when deemed to be in the best interests of the fund after consultation with a Vanguard funds investment advisor.
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 or Legal Department. Any disclosure of Vanguard
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fund complete portfolio holdings to a Service Provider as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Service Providers as part of ongoing arrangements that serve legitimate business purposes: Abel/Noser Corporation; Advisor Software, Inc.; Alcom Printing Group Inc.; Apple Press, L.C.; Bloomberg L.P.; Brilliant Graphics, Inc.; Broadridge Financial Solutions, Inc.; Brown Brothers Harriman & Co.; Canon Business Process Services; FactSet Research Systems Inc.; Innovation Printing & Communications; Institutional Shareholder Services, Inc.; Intelligencer Printing Company; Investment Technology Group, Inc.; Lipper, Inc.; Markit WSO Corporation; McMunn Associates Inc.; Reuters America Inc.; R.R. Donnelley, Inc.; State Street Bank and Trust Company; Trade Informatics LLC; Triune Color Corporation; and Tursack Printing Inc.
Disclosure of Complete Portfolio Holdings to Vanguard Affiliates and Certain Fiduciaries Subject to Confidentiality and Trading Restrictions
Vanguard fund complete portfolio holdings may be disclosed between and among the following persons (collectively, Affiliates and Fiduciaries) for legitimate business purposes within the scope of their official duties and responsibilities, subject to such persons continuing legal duty of confidentiality and legal duty not to trade on the basis of any material nonpublic information, as such duties are imposed under the Code of Ethics, the Policies and Procedures Designed to Prevent the Misuse of Inside Information, by agreement, or under applicable laws, rules, and regulations: (1) persons who are subject to the Code of Ethics or the Policies and Procedures Designed to Prevent the Misuse of Inside Information; (2) an investment advisor, distributor, administrator, transfer agent, or custodian to a Vanguard fund; (3) an accounting firm, an auditing firm, or outside legal counsel retained by Vanguard, a Vanguard subsidiary, or a Vanguard fund; (4) an investment advisor to whom complete portfolio holdings are disclosed for due diligence purposes when the advisor is in merger or acquisition talks with a Vanguard funds current advisor; and (5) a newly hired investment advisor or sub-advisor to whom complete portfolio holdings are disclosed prior to the time it commences its duties.
The frequency with which complete portfolio holdings may be disclosed between and among Affiliates and Fiduciaries, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed between and among the Affiliates and Fiduciaries, is determined by such Affiliates and Fiduciaries based on the facts and circumstances, including, without limitation, the nature of the portfolio holdings information to be disclosed, the risk of harm to the funds and their shareholders, and the legitimate business purposes served by such disclosure. The frequency of disclosure between and among Affiliates and Fiduciaries varies and may be as frequent as daily, with no lag. Any disclosure of Vanguard fund complete portfolio holdings to any Affiliates and Fiduciaries as previously described may also include a list of the other investment positions that make up the fund, such as cash investments and derivatives. Disclosure of Vanguard fund complete portfolio holdings or other investment positions by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund to Affiliates and Fiduciaries must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Currently, Vanguard fund complete portfolio holdings are disclosed to the following Affiliates and Fiduciaries as part of ongoing arrangements that serve legitimate business purposes: Vanguard and each investment advisor, custodian, and independent registered public accounting firm identified in each funds Statement of Additional Information.
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Disclosure of Portfolio Holdings to Broker-Dealers in the Normal Course of Managing a Funds Assets
An investment advisor, administrator, or custodian for a Vanguard fund may, for legitimate business purposes within the scope of its official duties and responsibilities, disclose portfolio holdings (whether partial portfolio holdings or complete portfolio holdings) and other investment positions that make up the fund to one or more broker-dealers during the course of, or in connection with, normal day-to-day securities and derivatives transactions with or through such broker-dealers subject to the broker-dealers legal obligation not to use or disclose material nonpublic information concerning the funds portfolio holdings, other investment positions, securities transactions, or derivatives transactions without the consent of the fund or its agents. The Vanguard funds have not given their consent to any such use or disclosure and no person or agent of Vanguard is authorized to give such consent except as approved in writing by the Boards of the Vanguard funds. Disclosure of portfolio holdings or other investment positions by Vanguard to broker-dealers must be authorized by a Vanguard fund officer or a Principal of Vanguard.
Disclosure of Nonmaterial Information
The Policies and Procedures permit Vanguard fund officers, Vanguard fund portfolio managers, and other Vanguard representatives (collectively, Approved Vanguard Representatives) to disclose any views, opinions, judgments, advice, or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Vanguard fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Vanguard fund that occurred after the end of the most recent calendar quarter (recent portfolio changes) to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure does not effectively result in the disclosure of the complete portfolio holdings of any Vanguard fund (which can be disclosed only in accordance with the Policies and Procedures), and (3) such information does not constitute material nonpublic information. Disclosure of commentary and analysis or recent portfolio changes by Vanguard, Vanguard Marketing Corporation, or a Vanguard fund must be authorized by a Vanguard fund officer or a Principal of Vanguard.
An Approved Vanguard Representative must make a good faith determination whether the information constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases recent portfolio changes that involve a few or even several securities in a diversified portfolio or commentary and analysis would be immaterial and would not convey any advantage to a recipient in making an investment decision concerning a Vanguard fund. Nonexclusive examples of commentary and analysis about a Vanguard fund include (1) the allocation of the funds portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries; (2) the characteristics of the stock and bond components of the funds portfolio holdings and other investment positions; (3) the attribution of fund returns by asset class, sector, industry, and country; and (4) the volatility characteristics of the fund. Approved Vanguard Representatives may, at their sole discretion, deny any request for information made by any person, and may do so for any reason or for no reason. Approved Vanguard Representatives include, for purposes of the Policies and Procedures, persons employed by or associated with Vanguard or a subsidiary of Vanguard who have been authorized by Vanguards Portfolio Review Department to disclose recent portfolio changes and/or commentary and analysis in accordance with the Policies and Procedures.
Disclosure of Portfolio Holdings in Accordance with SEC Exemptive Orders
Vanguards Fund Financial Services unit may disclose to the National Securities Clearing Corporation (NSCC), Authorized Participants, and other market makers the daily portfolio composition files (PCFs) that identify a basket of specified securities that may overlap with the actual or expected portfolio holdings of the Vanguard funds that offer a class of shares known as Vanguard ETF Shares (ETF Funds), in accordance with the terms and conditions of related exemptive orders (Vanguard ETF Exemptive Orders) issued by the Securities and Exchange Commission, as described in this section.
Unlike the conventional classes of shares issued by ETF Funds, the ETF Shares are listed for trading on a national securities exchange. Each ETF Fund issues and redeems ETF Shares in large blocks, known as Creation Units. To purchase or redeem a Creation Unit, an investor must be an Authorized Participant or the investor must purchase or redeem through a broker-dealer that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that has executed a Participant Agreement with Vanguard Marketing Corporation. Each ETF Fund issues Creation Units in exchange for a portfolio deposit consisting of a basket of specified securities (Deposit Securities) and a cash payment (Balancing Amount). Each ETF Fund also redeems Creation Units in kind; an
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investor who tenders a Creation Unit will receive, as redemption proceeds, a basket of specified securities together with a Balancing Amount.
In connection with the creation and redemption process, and in accordance with the terms and conditions of the Vanguard ETF Exemptive Orders, Vanguard makes available to the NSCC (a clearing agency registered with the SEC and affiliated with the DTC), for dissemination to NSCC participants on each business day prior to the opening of trading on the listing exchange, a PCF containing a list of the names and the required number of shares of each Deposit Security for each ETF Fund. In addition, the listing exchange disseminates (1) continuously throughout the trading day, through the facilities of the Consolidated Tape Association, the market value of an ETF Share; and (2) every 15 seconds throughout the trading day, a calculation of the estimated NAV of an ETF Share (expected to be accurate to within a few basis points). Comparing these two figures allows an investor to determine whether, and to what extent, ETF Shares are selling at a premium or at a discount to NAV. ETF Shares are listed on the exchange and traded on the secondary market in the same manner as other equity securities. The price of ETF Shares trading on the secondary market is based on a current bid/offer market.
In addition to making PCFs available to the NSCC, as previously described, Vanguards Fund Financial Services unit may disclose the PCF for any ETF Fund to any person, or online at vanguard.com to all categories of persons, if (1) such disclosure serves a legitimate business purpose and (2) such disclosure does not constitute material nonpublic information. Vanguards Fund Financial Services unit must make a good faith determination whether the PCF for any ETF Fund constitutes material nonpublic information, which involves an assessment of the particular facts and circumstances. Vanguard believes that in most cases the PCF for any ETF Fund would be immaterial and would not convey any advantage to the recipient in making an investment decision concerning the ETF Fund, if sufficient time has passed between the date of the PCF and the date on which the PCF is disclosed. Vanguards Fund Financial Services unit may, at its sole discretion, determine whether to deny any request for the PCF for any ETF Fund made by any person, and may do so for any reason or for no reason. Disclosure of a PCF must be authorized by a Vanguard fund officer or a Principal in Vanguards Fund Financial Services unit.
Disclosure of Portfolio Holdings Related Information to the Issuer of a Security for Legitimate Business Purposes
Vanguard, at its sole discretion, may disclose portfolio holdings information concerning a security held by one or more Vanguard funds to the issuer of such security if the issuer presents, to the satisfaction of Vanguards Fund Financial Services unit, convincing evidence that the issuer has a legitimate business purpose for such information. Disclosure of this information to an issuer is conditioned on the issuer being subject to a written agreement imposing a duty of confidentiality, including a duty not to trade on the basis of any material nonpublic information. The frequency with which portfolio holdings information concerning a security may be disclosed to the issuer of such security, and the length of the lag, if any, between the date of the information and the date on which the information is disclosed to the issuer, is 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 or Legal Department.
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.
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Prohibitions on Disclosure of Portfolio Holdings
No person is authorized to disclose Vanguard fund portfolio holdings or other investment positions (whether online at vanguard.com , in writing, by fax, by e-mail, orally, or by other means) except in accordance with the Policies and Procedures. In addition, no person is authorized to make disclosure pursuant to the Policies and Procedures if such disclosure is otherwise unlawful under the antifraud provisions of the federal securities laws (as defined in Rule 38a-1 under the 1940 Act). Furthermore, Vanguards management, at its sole discretion, may determine not to disclose portfolio holdings or other investment positions that make up a Vanguard fund to any person who would otherwise be eligible to receive such information under the Policies and Procedures, or may determine to make such disclosures publicly as provided by the Policies and Procedures.
Prohibitions on Receipt of Compensation or Other Consideration
The Policies and Procedures prohibit a Vanguard fund, its investment advisor, and any other person or entity from paying or receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of Vanguard fund portfolio holdings or other investment positions. Consideration includes any agreement to maintain assets in the fund or in other investment companies or accounts managed by the investment advisor or by any affiliated person of the investment advisor.
INVESTMENT ADVISORY SERVICES
The Trust currently uses four investment 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 August 31, 2015 .
A fund is a party to an investment advisory agreement with each of its independent third-party advisors whereby the advisor manages the investment and reinvestment of the portion of the funds assets that the funds board of trustees determines to assign to the advisor. In this capacity, each advisor continuously reviews, supervises, and administers the investment program for its portion of the funds assets. Hereafter, each portion will be referred to as the advisors Portfolio. Each advisor discharges its responsibilities subject to the supervision and oversight of Vanguards Portfolio Review Group and the officers and trustees of the fund. Vanguards Portfolio Review Group is responsible for recommending changes in a funds advisory arrangements to the funds board of trustees, including changes in the amount of assets allocated to each advisor and recommendations to hire, terminate, or replace an advisor.
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I. Vanguard Explorer Value Fund
The Fund 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 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 each advisors portion of the Fund relative to that of the Russell 3000 Value Custom Index (for Cardinal Capital), the Russell 2000 Value Index (for Frontier Capital), or the Russell 2500 Value Index (for Sterling) over the preceding 36-month period. The Russell 3000 Value Custom Index , which is rebalanced annually, includes all of the stocks in the Russell 3000 Value Index , except for the stocks of companies with market capitalizations above $7.5 billion or below $1 billion.
During the fiscal years ended August 31, 2013 , 2014 and 2015 , the Explorer Value Fund incurred investment advisory fees of approximately $578,000 (before a performance-based increase of $64,000), $964,000 (before a performance-based decrease of $61,000), and $1,097,000 (before a performance-based decrease of $64,000), respectively.
A. Cardinal Capital Management, L.L.C. (Cardinal Capital)
Cardinal Capital, a registered investment advisor founded in 1995 and owned by investment professionals within the firm, provides investment management services to the Fund, endowments, public and private pension funds, and high-net-worth individuals.
1. Other Accounts Managed
Eugene Fox III, Robert B. Kirkpatrick, and Rachel D. Matthews co-manage a portion of Vanguard Explorer Value Fund; as of August 31, 2015 , the Fund held assets of $ 291 million. As of August 31, 2015 , Mr. Fox, Mr. Kirkpatrick, and Ms. Matthews also co-managed 3 other registered investment companies with total assets of $ 187.8 million, 2 other pooled investment vehicles with total assets of $ 47.2 million, and 57 other accounts with total assets of $1.5 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
The portfolio managers for the Fund manage multiple accounts, including the Fund. The portfolio managers make decisions for each account based on the investment objectives, policies, practices, and other relevant investment considerations that the portfolio managers believe are applicable to that account. Consequently, the portfolio managers may purchase securities 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. A portfolio manager may place transactions on behalf of other accounts that are contrary to investment decisions made on behalf of the Fund or may make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely affect the price paid or received by the Fund or the size of the security position obtainable for the Fund. Cardinal Capital has adopted policies and procedures that it believes address the conflicts associated with managing multiple accounts for multiple clients, although there is no assurance that such policies and procedures will adequately address such conflicts. Investment personnel of the firm or its affiliates may be permitted to be commercially or professionally involved with an issuer of securities. Any potential conflicts of interest from such involvement would be monitored for compliance with the firms Code of Ethics.
3. Description of Compensation
The portfolio managers receive a fixed base salary, an annual bonus, and partnership distributions. The annual bonus and partnership distributions are based on the net profits of the firm. The portfolio managers also participate in standard company benefits, including a 401(k) plan.
4. Ownership of Securities
As of August 31, 2015 , Mr. Fox, Mr. Kirkpatrick, and Ms. Matthews did not own any shares of Vanguard Explorer Value Fund.
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B. Frontier Capital Management Co., LLC (Frontier Capital)
Frontier Capital is a registered investment advisor founded in 1980. The Affiliated Managers Group, Inc., a publicly traded asset management company with equity investments in a diverse group of investment management firms, indirectly owns a controlling interest in Frontier Capital.
1. Other Accounts Managed
Thomas W. Duncan, Jr., and William A. Teichner co-manage a portion of Vanguard Explorer Value Fund; as of August 31, 2015 , the Fund held assets of $ 291 million. As of August 31, 2015 , Mr. Duncan and Mr. Teichner also co-managed 1 other pooled investment vehicle with total assets of $ 180.7 million and 29 other accounts with total assets of $1.7 billion (none of which had advisory fees based on account performance).
2. Material Conflicts of Interest
In connection with its management of client accounts, Frontier Capital is subject to a number of actual or apparent conflicts of interest. These conflicts may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. A portfolio manager potentially could give favorable treatment to some accounts for a variety of reasons, including favoring larger accounts, accounts that have a different advisory fee arrangement (including any accounts that pay performance-based fees) or accounts in which the portfolio manager has a personal investment. In addition, conflicts may arise relating to the allocation of investments among accounts with similar investment objectives but managed by different portfolio managers.
Frontiers portfolio managers typically manage multiple accounts. Generally, however, accounts within a particular investment strategy (e.g., small cap value) with similar objectives are managed similarly. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in the same strategy with similar objectives, which tend to minimize the potential for conflicts of interest.
Frontier has adopted trade allocation and aggregation policies that seek to treat all clients fairly and equitably. These policies address the allocation of limited investment opportunities, such as IPOs, and the allocation of transactions and aggregations of orders across multiple accounts. 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
Frontier Capitals portfolio manager compensation structure is designed to align the interests of portfolio managers with those of the shareholders whose assets they manage. Frontier Capitals portfolio manager compensation program consists of a base salary, annual bonus, and participation in company-funded retirement plans. In addition, all of Frontier Capitals portfolio managers are partners at Frontier Capital, which entitles them to share in the firms profits and the long-term growth of the firm. The annual bonus is variable and based partially or primarily upon management-fee revenues generated from client accounts.
4. Ownership of Securities
As of August 31, 2015 , Mr. Teichner owned shares of Vanguard Explorer Value Fund within the $100,001$500,000 range. Mr. Duncan did not own any shares of the Fund.
C. Sterling Capital Management LLC (Sterling)
Sterling, located in Charlotte, North Carolina, is a registered investment advisor founded in 1970. An investment firm, Sterling is majority owned by BB&T Corporation, one of the largest financial services holding companies. Sterling provides investment management services to a diversified group of clients including corporate, public, sub-advisory, health care, private, endowment/foundation, insurance, and wrap investment pools.
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1. Other Accounts Managed
Timothy P. Beyer and Eduardo A. Brea co-manage a portion of Vanguard Explorer Value Fund; as of August 31, 2015 , the Fund held assets of $ 291 million. As of August 31, 2015 , Mr. Beyer also managed 1 other registered investment company with total assets of $ 661 million (advisory fee not based on account performance), 1 other pooled investment vehicle with total assets of $102 million (advisory fee not based on account performance), and 43 other accounts with total assets of $ 1.9 billion (advisory fees based on account performance for 2 of these accounts with total assets of $ 806 million). As of August 31, 2015 , Mr. Brea also managed 9 other accounts with total assets of $ 237 million (advisory fees not based on account performance ) .
2. Material Conflicts of Interest
Sterlings portfolio managers are responsible for multiple client portfolios in addition to the Fund portfolio, and in many cases investment decisions for the Fund will also be implemented for other portfolios in the same investment style as the Fund. This results in the need to allocate investment transactions across these similar portfolios. Sterlings allocation procedures are described below.
It is the policy of Sterling to organize equity trading activity in such a manner as to ensure that client portfolios, where liquidity and execution challenges exist among targeted securities, receive substantially equal treatment over a long period of time. To accomplish this end, Sterling uses the following techniques.
Trade orders by the portfolio manager are communicated simultaneously to the institutional trade desk and the wrap trade desk. Each trade desk proceeds independently with allocating trades among their respective clients.
Institutional Trade Desk
First, Sterling applies a random approach to determine which types of portfolios participate first in the early phases of an order. This approach is intended to protect the interests of the clients who direct Sterling to use specified brokers. Sterling performs a periodic analysis of block trade priority to determine how often directed brokerage portfolios have proceeded first in new trade orders. Sterling believes in aggregate over longer periods of time (such as two years) that the random approach will result in directed brokerage portfolios trading first a reasonable percentage of the time.
Sterling participates in electronic crossing systems in which buyers and sellers of the same security are automatically matched. These passive networks require no active participation by Sterling except for indicating securities and prices and verifying that a match is acceptable. In Sterlings judgment, crossing systems increase the number of options available to execute client trades.
Second, Sterling allocates the completed trade order fills and partial trade order fills to portfolios. Because of the liquidity characteristics of certain equities, Sterling will frequently only be able to fill a portion of a trade order in any given trading day. As such, Sterling has developed a process to efficiently and equitably handle the allocation of partially filled trades. This process is accomplished through computer-generated assignments using one of three trade fill methods available on Sterlings licensed computerized trading system. The three available methods are Pro-Rata, Random, and Level Percent.
Pro-Rata : This method will allocate the shares transacted in a given day in a true pro-rata fashion among all portfolios scheduled to participate in the trade. Client directed minimum share fills or Sterlings trade desk specified minimum share fills are both inputs that can slightly alter a straight mathematic pro-rata fill amount for each portfolio. This method is typically selected when a significant number of shares are filled during a trading day relative to the overall size of the order, and it is prudent and appropriate for all clients on the trade to participate. Unlike the level percent method (described below), pro-rata does not consider current ownership percent weighting of the security being traded.
Random : For this method, the computer system generates selections of random portfolios (from the group of portfolios scheduled to participate in the trade) to receive a pro rata amount of shares for the fill. This method is typically used in situations where a smaller amount of stock is traded relative to the overall size of the order.
Level Percent : This method is a modified form of pro-rata. In the pro-rata method, all portfolios receive their pro-rata share of the trade fill. The level-percent method considers each individual portfolios weighting in the security being traded relative to the targeted weighting for that security across all similarly-situated portfolios versus the total amount of shares executed that trading day. For example, assume ten client portfolios are aggregated in a certain trade of stock XYZ, and the target for all the portfolios is to purchase shares until each has established a 4.0 percent position. At the beginning of the trading day, assume portfolios #1 and #2 have already established 3.0% positions from trading that
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occurred on previous days and that portfolios #3-10 all have 2.0% positions. Using the level percent method, the computer system will attempt to allocate shares first to portfolios #3-10 in an effort to close the relative percentage deficit that exists between them and portfolios #1 and #2. As the name suggests, this method attempts to keep percentage ownership in a given security uniform on a relative basis among portfolios. This method is typically selected when a smaller number of shares are filled during a trading day and/or in circumstances where there is a disparity among similarly situated portfolios as to their ownership percentage in the security under consideration. It is also an ideal method when the all-inclusiveness of the pro-rata method is not appropriate or in cases where the random method may, as a result of its literal randomness, generate share amounts in client portfolios that are not appropriate given the size of the fill on a certain day relative to the size of the portfolios.
Sterling uses judgment in cases where computerized assignment of fills or rotation of trade orders is not practical. Judgment is used in the context of care, diligence, and equity to the client. Judgment typically entails a sense of what is appropriate in terms of size. For example, it is inefficient for very large portfolios to receive a modest allocation of shares, and likewise it is inequitable for a small portfolio to receive a large allocation of shares that would complete that portfolios trade allocation quickly, where other portfolios may take several trading days to complete their positions. The computer system does allow Sterlings trading desk to manually adjust the generated outcomes, and the traders will make manual adjustments when circumstances warrant.
From time to time, Sterling will manually select a client portfolio to sell shares when allocating sale transactions. This practice occurs on a limited basis and only in situations where the client has requested Sterling to raise cash within the client portfolio. From a timing standpoint, if the client request for cash coincides on a particular day or days with sale trading activity on Sterlings trading desk, Sterling may choose to allocate most or all of the sold shares to the client portfolio requesting the cash. This is done in an effort to minimize transaction costs and the trading impact of selling a portion of all stocks in the client portfolio.
The randomness of the computer-generated methods is a component in Sterlings allocation strategy that ensures that no preferential treatment is afforded to certain portfolios when viewed in the long term. These computer-generated allocation methods are typically applied to portfolios where clients have not directed Sterling to the use of specified brokers.
The dual approaches of random determination of first participating portfolios and then using the described methods to allocate trade fills serve to balance out such inequities over time.
Wrap Trade Desk
Sterling manages accounts in a number of wrap-fee programs that are not traded through the firms Charles River platform. Instead, these accounts are traded through each wrap program sponsors system and shares cannot be allocated to these accounts using Charles Rivers computer-generated methods.
Clients of wrap sponsors typically pay the sponsor a single fee based on assets held at the sponsor for all trading, custodial, and other services provided by sponsor. This fee precludes a client from paying sponsor commissions on a per transaction basis. When Sterling selects another broker-dealer to effect a trade other than the sponsor, an additional handling fee may be assessed by the sponsor. As a result of this additional fee and additional processing, it is anticipated that generally all trading for wrap programs will be executed through the sponsor.
It is important that these accounts receive equitable treatment in regard to block trading activities. To accomplish this, the wrap trading department, on a rotational basis, alternates the participation order of the wrap-fee accounts on the trading platforms.
BB&T Desk
Sterling provides portfolio trading services for BB&Ts Wealth and Institutional Trust UMA platforms. Trades for these platforms are recommended by both internal and external portfolio managers and are electronically delivered into Charles River at regular intervals. Sterling then aggregates the trades for multiple accounts and executes them through an electronic trading network. Any partial fills are allocated using the pro-rata method.
Integrated Allocation
On occasion, because of liquidity or other concerns, Sterling may choose to implement a single allocation strategy across institutional and wrap accounts together rather than allocate independently on each trade desk. When this occurs, the order of institutional and wrap accounts will be alternated on a rotational basis.
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The goal in this process is to prevent any single portfolio from being systematically advantaged or disadvantaged in the process of allocation of trade fills. It is entirely possible that examination of one transaction or a small number of transactions would reveal that inequities exist among prices and commissions paid by the various client portfolios that participated in a specific transaction. The order in which accounts participated in each applicable trade is recorded by each trading department and analyzed at each quarterly Best Execution meeting. Over a long period of time, Sterling expects that all accounts will have substantially equal opportunities to participate in portfolio investment decisions. 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
Sterling has an incentive compensation plan linking all employees to performance standards for portfolio management, marketing, and client service. The plan is based on the individual meeting or exceeding his or her individual performance goals. Relative performance goals for investment professionals are based on market indices and manager universes. The investment teams receive a base salary plus bonus compensation. The bonus is based on each individuals actual performance contribution (attribution) to the portfolio and on the groups overall performance versus a universe of managers. Performance results are evaluated annually and on a three-year rolling basis. The plan is designed to motivate Sterlings investment professionals to provide exceptional long-term performance versus the benchmark and the peer group.
4. Ownership of Securities
As of August 31, 2015 , the named portfolio managers did not own any shares of Vanguard Explorer Value Fund.
II. 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 Short-Term Corporate Bond Index Fund, Vanguard Short-Term Government Bond Index Fund, 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, through its Equity Index Group, provides investment advisory services on an at-cost basis to Vanguard Russell Index Funds. Vanguard, through its Fixed Income Group, provides investment advisory services on an at-cost basis to Vanguard Sector Bond Index Funds. The compensation and other expenses of Vanguards advisory staff are allocated among the funds utilizing these services.
During the fiscal years ended August 31, 2013 , 2014 , and 2015 , the Funds incurred the following approximate investment advisory expenses:
Vanguard Fund | 2013 | 2014 | 2015 |
Short-Term Government Bond Index Fund | $ 9,000 | $ 12,000 | $ 19,000 |
Intermediate-Term Government Bond Index Fund | 9,000 | 9,000 | 16,000 |
Long-Term Government Bond Index Fund | 7,000 | 4,000 | 10,000 |
Short-Term Corporate Bond Index Fund | 154,000 | 209,000 | 277,000 |
Intermediate-Term Corporate Bond Index Fund | 102,000 | 96,000 | 134,000 |
Long-Term Corporate Bond Index Fund | 36,000 | 24,000 | 36,000 |
Mortgage-Backed Securities Index Fund | 19,000 | 20,000 | 33,000 |
Russell 1000 Index Fund | 90,000 | 183,000 | 291,000 |
Russell 1000 Value Index Fund | 100,000 | 204,000 | 282,000 |
Russell 1000 Growth Index Fund | 112,000 | 242,000 | 326,000 |
Russell 2000 Index Fund | 51,000 | 85,000 | 144,000 |
Russell 2000 Value Index Fund | | 4,000 | 19,000 |
Russell 2000 Growth Index Fund | 11,000 | 20,000 | 54,000 |
Russell 3000 Index Fund | 33,000 | 78,000 | 137,000 |
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1. Other Accounts Managed
William D. Baird co-manages Vanguard Mortgage-Backed Securities Index Fund; as of August 31, 2015 , the Fund held assets of $ 1.9 billion . As of August 31, 2015 , Mr. Baird also co-managed 2 other registered investment companies with total assets of $ 3.9 billion and co-managed 2 other pooled investment vehicles with total assets of $ 2 billion (none of which had advisory fees based on account performance).
Joshua C. Barrickman manages Vanguard Short-Term, Intermediate-Term, and Long-Term Government Bond Index Funds and co-manages Vanguard Short-Term, Intermediate-Term, and Long-Term Corporate Bond Index Funds and Vanguard Mortgage-Backed Securities Index Fund; as of August 31, 2015 , the Funds collectively held assets of $ 24.1 billion. As of August 31, 2015 , Mr. Barrickman also managed 2 other registered investment companies with total assets of $ 108 billion and co-managed all or a portion of 12 other registered investment companies with total assets of $ 270 billion (none of which had advisory fees based on account performance).
Christopher E. Wrazen co-manages Vanguard Short-Term, Intermediate-Term, and Long-Term Corporate Bond Index Funds; as of August 31, 2015, the Funds collectively held assets of $19.8 billion. As of August 31, 2015, Mr. Wrazen also co-managed all or a portion of 2 other registered investment companies with total assets of $34 billion (none of which had advisory fees based on account performance).
Michael A. Johnson and Walter Nejman co-manage 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, and Vanguard Russell 3000 Index Fund ; as of August 31, 2015 , the Funds collectively held assets of $ 8 billion. As of August 31, 2015 , Mr. Johnson also managed 5 other registered investment companies with total assets of $ 7.6 billion, 2 other pooled investment vehicles with total assets of $ 2.7 billion, and 1 other account with total assets of $ 2.2 billion (none of which had advisory fees based on account performance). As of August 31, 2015, Mr. Nejman also co-managed 33 other registered investment companies with total assets of $266 billion and managed 2 other pooled investment vehicles with total assets of $1.4 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, and offshore funds. Managing multiple funds or accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. Vanguard manages potential conflicts between funds or accounts through allocation policies and procedures, internal review processes, and oversight by trustees and independent third parties. Vanguard has developed trade allocation procedures and controls to ensure that no one client, regardless of type, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.
3. Description of Compensation
All Vanguard portfolio managers are Vanguard employees. This section describes the compensation of Vanguard employees who manage Vanguard mutual funds. As of August 31, 2015 , 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 in response to a market adjustment of the position.
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A portfolio managers bonus is determined by a number of factors. One factor is gross, pre-tax performance of the fund relative to expectations for how the fund should have performed, given the 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 each Fund, the performance factor depends on how closely the portfolio manager tracks the Funds benchmark index 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
Vanguard employees, including portfolio managers, allocate their investments among the various Vanguard funds based on their own individual investment needs and goals. Vanguard employees, as a group, invest a sizable portion of their personal assets in Vanguard funds. As of August 31, 2015 , Vanguard employees collectively invested more than $ 4.7 billion in Vanguard funds. F. William McNabb III, Chairman of the Board, Chief Executive Officer, and President of Vanguard and the Vanguard funds, invests substantially all of his personal financial assets in Vanguard funds.
As of August 31, 2015 , Mr. Baird owned shares of Vanguard Mortgage-Backed Securities Index Fund within the $50,001$100,000 range. As of August 31, 2015 , none of the other named portfolio managers owned any shares of the Funds they managed.
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 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 Funds outstanding voting securities. An agreement is automatically terminated if assigned and may be terminated without penalty at any time either (1) by vote of the board of trustees of the Fund upon thirty (30) days written notice to the advisor, (2) by a vote of a majority of the Funds outstanding voting securities upon 30 days written notice to the advisor, or (3) by the advisor upon ninety (90) days written notice to the Fund.
Vanguard provides at-cost investment advisory services to the Vanguard Russell Index Funds and Vanguard Sector Bond Index Funds 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.
PORTFOLIO TRANSACTIONS
The advisor decides which securities to buy and sell on behalf of a Fund and then selects the brokers or dealers that will execute the trades on an agency basis or the dealers with whom the trades will be effected on a principal basis. For each trade, the advisor must select a broker-dealer that it believes will provide best execution. Best execution does not necessarily mean paying the lowest spread or commission rate available. In seeking best execution, the SEC has said that an advisor should consider the full range of a broker-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
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assessing which broker-dealer can provide best execution for a particular trade, the advisor also may consider the timing and size of the order and available liquidity and current market conditions. Subject to applicable legal requirements, the advisor may select a broker based partly on brokerage or research services provided to the advisor and its clients, including the Funds. The advisor may cause a Fund to pay a higher commission than other brokers would charge if the advisor determines in good faith that the amount of the commission is reasonable in relation to the value of services provided. The advisor also may receive brokerage or research services from broker-dealers that are provided at no charge in recognition of the volume of trades directed to the broker. To the extent research services or products may be a factor in selecting brokers, services and products may include written research reports analyzing performance or securities, discussions with research analysts, meetings with corporate executives to obtain oral reports on company performance, market data, and other products and services that will assist the advisor in its investment decision-making process. The research services provided by brokers through which a Fund effects securities transactions may be used by the advisor in servicing all of its accounts, and some of the services may not be used by the advisor in connection with the Fund.
The types of securities in which the Sector Bond Index Funds invest are generally purchased and sold through principal transactions, meaning that the Funds 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 securities typically include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market-makers typically include a dealer’s markup (i.e., a spread between the bid and the asked prices). Brokerage commissions are paid, however, in connection with opening and closing out futures positions.
As previously explained, the types of securities that the Sector Bond Index Funds purchase do not normally involve the payment of explicit brokerage commissions. If any such brokerage commissions are paid, however, the advisor will evaluate their reasonableness by considering (1) historical commission rates; (2) rates that other institutional investors are paying, based upon publicly available information; (3) rates quoted by brokers and dealers; (4) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (5) the complexity of a particular transaction in terms of both execution and settlement; (6) the level and type of business done with a particular firm over a period of time; and (7) the extent to which the broker or dealer has capital at risk in the transaction.
During the fiscal years ended August 31, 2013 , 2014 , and 2015 , the Funds paid the following approximate amounts in brokerage commissions:
Vanguard Fund | 2013 | 2014 | 2015 |
Explorer Value Fund | $263,000 | $298,000 | $314,000 |
Short-Term Government Bond Index Fund | — | — | — |
Intermediate-Term Government Bond Index Fund | — | — | — |
Long-Term Government Bond Index Fund | — | — | — |
Short-Term Corporate Bond Index Fund | 55,000 | 61,000 | 53,000 |
Intermediate-Term Corporate Bond Index Fund | 33,000 | 23,000 | 28,000 |
Long-Term Corporate Bond Index Fund | 7,000 | 5,000 | 4,000 |
Mortgage-Backed Securities Index Fund | less than $1,000 | 3,000 | less than $1,000 |
Russell 1000 Index Fund 1 | 28,000 | 13,000 | 22,000 |
Russell 1000 Value Index Fund 1 | 17,000 | 14,000 | 20,000 |
Russell 1000 Growth Index Fund | 13,000 | 16,000 | 18,000 |
Russell 2000 Index Fund 1 | 34,000 | 6,000 | 37,000 |
Russell 2000 Value Index Fund 1 | 11,000 | 4,000 | 3,000 |
Russell 2000 Growth Index Fund 1 | 18,000 | 8,000 | 6,000 |
Russell 3000 Index Fund 1 | 15,000 | 7,000 | 17,000 |
1 The index tracked by the Fund is periodically rebalanced as companies are added to and removed from the index. Because the Fund replicates its target index, the Fund’s turnover will generally coincide with the rebalancing of the target index. Larger index rebalancing results in higher portfolio turnover for the Fund, which leads to increased brokerage commissions paid by the Fund.
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Some securities that are considered for investment by a Fund may also be appropriate for other Vanguard funds or for other clients served by the advisors. If such securities are compatible with the investment policies of a Fund and one or more of an advisors other clients and are considered for purchase or sale at or about the same time, then transactions in such securities may be aggregated by the advisor, and the purchased securities or sale proceeds may be allocated among the participating Vanguard funds and the other participating clients of the advisor in a manner deemed equitable by the advisor. Although there may be no specified formula for allocating such transactions, the allocation methods used, and the results of such allocations, will be subject to periodic review by the Funds board of trustees.
The ability of Vanguard and external advisors to purchase or dispose of investments in regulated industries, certain derivatives markets, certain international markets, and certain issuers that limit ownership by a single shareholder or group of related shareholders, or to exercise rights on behalf of a Fund, may be restricted or impaired because of limitations on the aggregate level of investment unless regulatory or corporate consents or ownership waivers are obtained. As a result, Vanguard and external advisors on behalf of a Fund may be required to limit purchases, sell existing investments, or otherwise restrict or limit the exercise of shareholder rights by the Fund, including voting rights. If a Fund is required to limit its investment in a particular issuer, the Fund may seek to obtain economic exposure to that issuer through alternative means, such as through a derivative, which may be more costly than owning securities of the issuer directly.
As of August 31, 2015, each Fund held securities of its regular brokers or dealers, as that term is defined in Rule 10b-1 of the 1940 Act, as follows:
Vanguard Fund | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
Explorer Value Fund | ITG, Inc. | $ 963,000 |
Short-Term Government Bond Index Fund | | |
Intermediate-Term Government Bond Index Fund | | |
Long-Term Government Bond Index Fund | | |
Short-Term Corporate Bond Index Fund | Banc of America Securities LLC | 417,770,000 |
Barclays Inc. | 77,699,000 | |
Citigroup Global Markets Inc. | 261,189,000 | |
Credit Suisse Securities (USA) LLC | 114,024,000 | |
Deutsche Bank Securities Inc. | 75,589,000 | |
Goldman, Sachs & Co. | 267,332,000 | |
J.P. Morgan Securities Inc. | 271,929,000 | |
Morgan Stanley | 295,429,000 | |
Societe Generale | 14,998,000 | |
Wells Fargo Securities, LLC | 136,250,000 | |
Intermediate-Term Corporate Bond Index Fund | Banc of America Securities LLC | 132,898,000 |
Barclays Inc. | 25,119,000 | |
Citigroup Global Markets Inc. | 76,600,000 | |
Deutsche Bank Securities Inc. | 21,057,000 | |
Goldman, Sachs & Co. | 101,439,000 | |
J.P. Morgan Securities Inc. | 142,769,000 | |
Morgan Stanley | 97,852,000 | |
Societe Generale | | |
Wells Fargo Securities, LLC | 70,347,000 |
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Vanguard Fund | Regular Broker or Dealer (or Parent) | Aggregate Holdings |
Long-Term Corporate Bond Index Fund | Banc of America Securities LLC | $16,704,000 |
Barclays Inc. | 400,000 | |
Citigroup Global Markets Inc. | 17,223,000 | |
Deutsche Bank Securities Inc. | | |
Goldman, Sachs & Co. | 21,615,000 | |
J.P. Morgan Securities Inc. | 14,826,000 | |
Jefferies & Company, Inc. | 1,190,000 | |
Morgan Stanley | 13,329,000 | |
Wells Fargo Securities, LLC | 22,724,000 | |
Mortgage-Backed Securities Index Fund | | |
Russell 1000 Index Fund | Citigroup Global Markets Inc. | 14,306,000 |
Goldman, Sachs & Co. | 7,159,000 | |
J.P. Morgan Securities Inc. | 20,938,000 | |
Morgan Stanley | 4,658,000 | |
Russell 1000 Value Index Fund | Citigroup Global Markets Inc. | 27,840,000 |
Goldman, Sachs & Co. | 13,979,000 | |
J.P. Morgan Securities Inc. | 40,813,000 | |
Morgan Stanley | 9,063,000 | |
Russell 1000 Growth Index Fund | | |
Russell 2000 Index Fund | ITG, Inc. | 344,000 |
Russell 2000 Value Index Fund | ITG, Inc. | 80,000 |
Russell 2000 Growth Index Fund | ITG, Inc. | 27,000 |
Russell 3000 Index Fund | Citigroup Global Markets Inc. | 7,099,000 |
Goldman, Sachs & Co. | 3,565,000 | |
ITG, Inc. | 23,000 | |
Morgan Stanley | 2,311,000 | |
PROXY VOTING GUIDELINES |
The Board of Trustees (the Board) of each Vanguard fund has adopted proxy voting procedures and guidelines to govern proxy voting by the fund. The Board has delegated responsibility for monitoring proxy voting activities to the Proxy Oversight Committee (the Committee), made up of senior officers of Vanguard and subject to the operating procedures and guidelines described below. The Committee reports directly to the Board. Vanguard is subject to these procedures and guidelines to the extent that they call for Vanguard to administer the voting process and implement the resulting voting decisions, and for these purposes the guidelines have also been approved by the Board of Directors of Vanguard.
The overarching objective in voting is simple: to support proposals and director nominees that maximize the value of a funds investmentsand those of fund shareholdersover the long term. Although the goal is simple, the proposals the funds receive are varied and frequently complex. As such, the guidelines adopted by the Board provide a rigorous framework for assessing each proposal. Under the guidelines, each proposal must be evaluated on its merits, based on the particular facts and circumstances as presented.
For ease of reference, the procedures and guidelines often refer to all funds. However, our processes and practices seek to ensure that proxy voting decisions are suitable for individual funds. For most proxy proposals, particularly those involving corporate governance, the evaluation will result in the same position being taken across all of the funds and the
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funds voting as a block. In some cases, however, a fund may vote differently, depending upon the nature and objective of the fund, the composition of its portfolio, and other factors.
The guidelines do not permit the Board to delegate voting responsibility to a third party that does not serve as a fiduciary for the funds. Because many factors bear on each decision, the guidelines incorporate factors the Committee should consider in each voting decision. A fund may refrain from voting some or all of its shares or vote in a particular way if doing so would be in the fund’s and its shareholders’ best interests. These circumstances may arise, for example, if the expected cost of voting exceeds the expected benefits of voting, if exercising the vote would result in the imposition of trading or other restrictions, or if a fund (or all Vanguard funds in the aggregate) were to own more than the permissible maximum percentage of a company’s stock (as determined by the company’s governing documents or by applicable law, regulation, or regulatory agreement).
In evaluating proxy proposals, we consider information from many sources, including, but not limited to, the investment advisor for the fund, the management or shareholders of a company presenting a proposal, and independent proxy research services. We will give substantial weight to the recommendations of the company’s board, absent guidelines or other specific facts that would support a vote against management. In all cases, however, the ultimate decision rests with the members of the Committee, who are accountable to the fund’s Board.
While serving as a framework, the following guidelines cannot contemplate all possible proposals with which a fund may be presented. In the absence of a specific guideline for a particular proposal (e.g., in the case of a transactional issue or contested proxy), the Committee will evaluate the issue and cast the fund’s vote in a manner that, in the Committee’s view, will maximize the value of the fund’s investment, subject to the individual circumstances of the fund.
I. | The Board of Directors |
A. | Election of directors |
Good governance starts with a majority-independent board, whose key committees are made up entirely of independent directors. As such, companies should attest to the independence of directors who serve on the Compensation, Nominating, and Audit committees. In any instance in which a director is not categorically independent, the basis for the independence determination should be clearly explained in the proxy statement.
Although the funds will generally support the board’s nominees, the following factors will be taken into account in determining each fund’s vote:
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.
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C. Classified boards
The funds will generally support proposals to declassify existing boards (whether proposed by management or shareholders), and will block efforts by companies to adopt classified board structures in which only part of the board is elected each year.
D. Proxy access
We believe that long-term investors may benefit from having proxy access, or the opportunity to place director nominees on a companys proxy ballot. In our view, this improves shareholders ability to participate in director elections while potentially enhancing boards accountability and responsiveness to shareholders.
That said, we also believe that proxy access provisions should be appropriately limited to avoid abuse by investors who lack a meaningful long-term interest in the company. As such, we generally believe that a shareholder or group of shareholders representing 5% 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:
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B. Bonus plans
Bonus plans, which must be periodically submitted for shareholder approval to qualify for deductibility under Section 162(m) of the IRC, should have clearly defined performance criteria and maximum awards expressed in dollars. Bonus plans with awards that are excessive, in both absolute terms and relative to a comparative group, generally will not be supported.
C. Employee stock purchase plans
The funds will generally support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and that shares reserved under the plan amount to less than 5% of the outstanding shares.
D. Advisory votes on executive compensation (Say on Pay)
In addition to proposals on specific equity or bonus plans, the funds are required to cast advisory votes approving many companies overall executive compensation plans (so-called Say on Pay votes). In evaluating these proposals, we consider a number of factors, including the amount of compensation that is at risk, the amount of equity-based compensation that is linked to the companys performance, and the level of compensation as compared to industry peers. The funds will generally support pay programs that demonstrate effective linkage between pay and performance over time and that provide compensation opportunities that are competitive relative to industry peers. On the other hand, pay programs in which significant compensation is guaranteed or insufficiently linked to performance will be less likely to earn our support.
E. Executive severance agreements (golden parachutes)
Although executives incentives for continued employment should be more significant than severance benefits, there are instancesparticularly in the event of a change in controlin which severance arrangements may be appropriate. Severance benefits payable upon a change of control AND an executives termination (so-called double trigger plans) are generally acceptable to the extent that benefits paid do not exceed three times salary and bonus. Arrangements in which the benefits exceed three times salary and bonus should be justified and submitted for shareholder approval. We do not generally support guaranteed severance absent a change in control or arrangements that do not require the termination of the executive (so-called single trigger plans).
IV. Corporate Structure and Shareholder Rights
The exercise of shareholder rights, in proportion to economic ownership, is a fundamental privilege of stock ownership that should not be unnecessarily limited. Such limits may be placed on shareholders ability to act by corporate charter or by-law provisions, or by the adoption of certain takeover provisions. In general, the market for corporate control should be allowed to function without undue interference from these artificial barriers.
The funds positions on a number of the most commonly presented issues in this area are as follows:
A. Shareholder rights plans (poison pills)
A companys adoption of a so-called poison pill effectively limits a potential acquirers ability to buy a controlling interest without the approval of the targets board of directors. Such a plan, in conjunction with other takeover defenses, may serve to entrench incumbent management and directors. However, in other cases, a poison pill may force a suitor to negotiate with the board and result in the payment of a higher acquisition premium.
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In general, shareholders should be afforded the opportunity to approve shareholder rights plans within a year of their adoption. This provides the board with the ability to put a poison pill in place for legitimate defensive purposes, subject to subsequent approval by shareholders. In evaluating the approval of proposed shareholder rights plans, we will consider the following factors:
Factors For Approval | Factors Against Approval |
Plan is relatively short-term (3-5 years). | Plan is long term (>5 years). |
Plan requires shareholder approval for renewal. | Renewal of plan is automatic or does not require shareholder approval. |
Plan incorporates review by a committee of independent | Board with limited independence. |
directors at least every three years (so-called TIDE provisions). | |
Ownership trigger is reasonable (15-20%). | Ownership trigger is less than 15%. |
Highly independent, non-classified board. | Classified board. |
Plan includes permitted-bid/qualified-offer feature (chewable | |
pill) that mandates a shareholder vote in certain situations. |
B. Increase in authorized shares
The funds are supportive of companies seeking to increase authorized share amounts that do not potentially expose shareholders to excessive dilution. We will generally approve increases of up to 50% of the current share authorization, but will also consider a companys specific circumstances and market practices.
C. Cumulative voting
The funds are generally opposed to cumulative voting under the premise that it allows shareholders a voice in director elections that is disproportionate to their economic investment in the corporation.
D. Supermajority vote requirements
The funds support shareholders ability to approve or reject matters presented for a vote based on a simple majority. Accordingly, the funds will support proposals to remove supermajority requirements and oppose proposals to impose them.
E. Right to call meetings and act by written consent
The funds support shareholders right to call special meetings of the board (for good cause and with ample representation) and to act by written consent. The funds will generally vote for proposals to grant these rights to shareholders and against proposals to abridge them.
F. Confidential voting
The integrity of the voting process is enhanced substantially when shareholders (both institutions and individuals) can vote without fear of coercion or retribution based on their votes. As such, the funds support proposals to provide confidential voting.
G. Dual classes of stock
We are opposed to dual class capitalization structures that provide disparate voting rights to different groups of shareholders with similar economic investments. We will oppose the creation of separate classes with different voting rights and will support the dissolution of such classes.
V. Corporate and Social Policy Issues
Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices. The Board generally believes that these are ordinary business matters that are primarily the responsibility of management and should be evaluated and approved solely by the corporations board of directors. Often, proposals may address concerns with which the Board philosophically agrees, but absent a compelling economic impact on shareholder value (e.g., proposals to require expensing of stock options), the funds will typically abstain from voting on these proposals. This reflects the belief that regardless of our philosophical perspective on the issue, these
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decisions should be the province of company management unless they have a significant, tangible impact on the value of a funds investment and management is not responsive to the matter.
VI. Voting in Foreign Markets
Corporate governance standards, disclosure requirements, and voting mechanics vary greatly among the markets outside the United States in which the funds may invest. Each funds votes will be used, where applicable, to advocate for improvements in governance and disclosure by each funds portfolio companies. We will evaluate issues presented to shareholders for each funds foreign holdings in the context with the guidelines described above, as well as local market standards and best practices. The funds will cast their votes in a manner believed to be philosophically consistent with these guidelines, while taking into account differing practices by market. In addition, there may be instances in which the funds elect not to vote, as described below.
Many foreign markets require that securities be blocked or reregistered to vote at a companys meeting. Absent an issue of compelling economic importance, we will generally not subject the fund to the loss of liquidity imposed by these requirements.
The costs of voting (e.g., custodian fees, vote agency fees) in foreign markets may be substantially higher than for U.S. holdings. As such, the fund may limit its voting on foreign holdings in instances in which the issues presented are unlikely to have a material impact on shareholder value.
VII. Voting Shares of a Company that has an Ownership Limitation
Certain companies have provisions in their governing documents that restrict stock ownership in excess of a specified limit. Typically, these ownership restrictions are included in the governing documents of real estate investment trusts, but may be included in other companies governing documents.
A companys governing documents normally allow the company to grant a waiver of these ownership limits, which would allow a fund (or all Vanguard-advised funds) to exceed the stated ownership limit. Sometimes a company will grant a waiver without restriction. From time to time, a company may grant a waiver only if a fund (or funds) agrees to not vote the companys shares in excess of the normal specified limit. In such a circumstance, a fund may refrain from voting shares if owning the shares beyond the companys specified limit is in the best interests of the fund and its shareholders.
In addition, applicable law may require prior regulatory approval to permit ownership of certain regulated issuers voting securities above certain limits or may impose other restrictions on owners of more than a certain percentage of a regulated issuers voting shares. The Board has authorized the funds to vote shares above these limits in the same proportion as votes cast by the issuers entire shareholder base (i.e., mirror vote) or to refrain from voting excess shares if mirror voting is not practicable. For example, rules administered by the Board of Governors of the Federal Reserve System (the FRB ) generally require that a person seeking to own more than 10% of a bank regulated by the FRB seek prior approval. Vanguard has obtained regulatory approval that allows Vanguard funds to own up to 15% of a class of a banks outstanding voting shares without seeking prior regulatory approval, provided the funds shares in excess of 10% are mirror voted or not voted at all.
These ownership limits may be applied at the individual fund level, across all Vanguard-advised funds, or across all Vanguard funds, regardless of whether they are advised by Vanguard.
VIII. Voting on a Funds Holdings of Other Vanguard Funds
Certain Vanguard funds (owner funds) may, from time to time, own shares of other Vanguard funds (underlying funds). If an underlying fund submits a matter to a vote of its shareholders, votes for and against such matters on behalf of the owner funds will be cast in the same proportion as the votes of the other shareholders in the underlying fund.
IX. The Proxy Voting Group
The Board has delegated the day-to-day operations of the funds proxy voting process to the Proxy Voting Group, which the Committee oversees. Although most votes will be determined, subject to the individual circumstances of each fund, by reference to the guidelines as separately adopted by each of the funds, there may be circumstances when the Proxy
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Voting Group will refer proxy issues to the Committee for consideration. In addition, at any time, the Board has the authority to vote proxies, when, at the Boards or the Committees discretion, such action is warranted.
The Proxy Voting Group performs the following functions: (1) managing and conducting due diligence of proxy voting vendors; (2) reconciling share positions; (3) analyzing proxy proposals using factors described in the guidelines; (4) determining and addressing potential or actual conflicts of interest that may be presented by a particular proxy; and (5) voting proxies. The Proxy Voting Group also prepares periodic and special reports to the Board, and any proposed amendments to the procedures and guidelines.
X. The Proxy Oversight Committee
The Board, including a majority of the independent trustees, appoints the members of the Committee who are senior officers of Vanguard.
The Committee does not include anyone whose primary duties include external client relationship management or sales. This clear separation between the proxy voting and client relationship functions is intended to eliminate any potential conflict of interest in the proxy voting process. In the unlikely event that a member of the Committee believes he or she might have a conflict of interest regarding a proxy vote, that member must recuse himself or herself from the committee meeting at which the matter is addressed, and not participate in the voting decision.
The Committee works with the Proxy Voting Group to provide reports and other guidance to the Board regarding proxy voting by the funds. The Committee has an obligation to conduct its meetings and exercise its decision-making authority subject to the fiduciary standards of good faith, fairness, and Vanguards Code of Ethics. The Committee shall authorize proxy votes that the Committee determines, at its sole discretion, to be in the best interests of each funds shareholders. In determining how to apply the guidelines to a particular factual situation, the Committee may not take into account any interest that would conflict with the interest of fund shareholders in maximizing the value of their investments.
The Board may review these procedures and guidelines and modify them from time to time. A summary of the procedures and guidelines is available on Vanguards website at vanguard.com .
You may obtain a free copy of a report that details how the funds voted the proxies relating to the portfolio securities held by the funds for the prior 12-month period ended June 30 by logging on to Vanguards website at vanguard.com or the SECs website at www.sec.gov.
INFORMATION ABOUT THE ETF SHARE CLASS
Each Vanguard Russell Index Fund and Vanguard Sector Bond Index Fund (collectively, the ETF Funds) offers and issues an exchange-traded class of shares called ETF Shares. Each ETF Fund issues and redeems ETF Shares in large blocks, known as Creation Units. For Vanguard Mortgage-Backed Securities Index, Vanguard Russell 1000 Index, Vanguard Russell 1000 Value Index, Vanguard Russell 1000 Growth Index, Vanguard Russell 2000 Index, Vanguard Russell 2000 Value Index, Vanguard Russell 2000 Growth Index, and Vanguard Russell 3000 Index Funds, the number of ETF Shares in a Creation Unit is 25,000; for Vanguard Short-Term Government Bond Index, Vanguard Intermediate-Term Government Bond Index, and Vanguard Long-Term Government Bond Index Funds, the number of ETF Shares in a Creation Unit is 50,000; for Vanguard Short-Term Corporate Bond Index, Vanguard Intermediate-Term Corporate Bond Index, and Vanguard Long-Term Corporate Bond Index Funds, the number of ETF Shares in a Creation Unit is 100,000.
To purchase or redeem a Creation Unit, you must be an Authorized Participant or you must transact through a broker that is an Authorized Participant. An Authorized Participant is a participant in the Depository Trust Company (DTC) that has executed a Participant Agreement with Vanguard Marketing Corporation, the Funds Distributor (the Distributor). For a current list of Authorized Participants, contact the Distributor.
Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. As with any stock traded on an exchange through a broker, purchases and sales of ETF Shares will be subject to usual and customary brokerage commissions.
Each ETF Fund issues Creation Units in kind in exchange for a basket of securities that are part ofor soon to be part ofits target index (Deposit Securities). Each ETF Fund also redeems Creation Units in kind; an investor who tenders a Creation Unit will receive, as redemption proceeds, a basket of securities that are part of the Funds portfolio holdings (Redemption Securities). As part of any creation or redemption transaction, the investor will either pay or receive some
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cash in addition to the securities, as described more fully on the following pages. Each ETF Fund reserves the right to issue Creation Units for cash, rather than in kind.
Exchange Listing and Trading
The ETF Shares have been approved for listing on a national securities exchange and will trade on the exchange at market prices that may differ from net asset value (NAV). There can be no assurance that, in the future, ETF Shares will continue to meet all of the exchanges listing requirements. The exchange may, but is not required to, delist a Funds ETF Shares if (1) following the initial 12-month period beginning upon the commencement of trading, there are fewer than 50 beneficial owners of the ETF Shares for 30 or more consecutive trading days; (2) the value of the target index tracked by the ETF Fund is no longer calculated or available; or (3) such other event shall occur or condition exist that, in the opinion of the exchange, makes further dealings on the exchange inadvisable. The exchange will also delist a Funds ETF Shares upon termination of the ETF Share class.
The exchange disseminates, through the facilities of the Consolidated Tape Association, an updated indicative optimized portfolio value (IOPV) for each ETF Fund as calculated by an information provider. The ETF Funds are not involved with or responsible for the calculation or dissemination of the IOPVs, and they make no warranty as to the accuracy of the IOPVs. An IOPV for a Funds ETF Shares is disseminated every 15 seconds during regular exchange trading hours. An IOPV has a securities value component and a cash component. The securities values included in an IOPV are based on the real-time market prices of the Deposit Securities for a Funds ETF Shares. The IOPV is designed as an estimate of an ETF Funds NAV at a particular point in time, but it is only an estimate and should not be viewed as the actual NAV, which is calculated once each day.
Conversions and Exchanges
Owners of conventional shares (i.e., not exchange-traded shares) issued by an ETF Fund may convert those shares to ETF Shares of equivalent value of the same Fund. Please note that investors who own conventional shares through a 401(k) plan or other employer-sponsored retirement or benefit plan generally may not convert those shares to ETF Shares and should check with their plan sponsor or recordkeeper. ETF Shares, whether acquired through a conversion or purchased on the secondary market, cannot be converted to conventional shares. Also, ETF Shares of one fund cannot be exchanged for ETF Shares of another fund.
Investors that are not Authorized Participants must hold ETF Shares in a brokerage account. Thus, before converting conventional shares to ETF Shares, an investor must have an existing, or open a new, brokerage account. This account may be with Vanguard Brokerage Services ® (Vanguard Brokerage) or with any other brokerage firm. To initiate a conversion of conventional shares to ETF Shares, an investor must contact his or her broker.
Vanguard Brokerage does not impose a fee on conversions from Vanguard conventional shares to Vanguard ETF Shares. However, other brokerage firms may charge a fee to process a conversion. Vanguard reserves the right, in the future, to impose a transaction fee on conversions or to limit or terminate the conversion privilege.
Converting conventional shares to ETF Shares is generally accomplished as follows. First, after the broker notifies Vanguard of an investors request to convert, Vanguard will transfer conventional shares from the investors account with Vanguard to the brokers omnibus account with Vanguard (an account maintained by the broker on behalf of all its customers who hold conventional Vanguard fund shares through the broker). After the transfer, Vanguards records will reflect the broker, not the investor, as the owner of the shares. Next, the broker will instruct Vanguard to convert the appropriate number or dollar amount of conventional shares in its omnibus account to ETF Shares of equivalent value, based on the respective NAVs of the two share classes. The ETF Funds transfer agent will reflect ownership of all ETF Shares in the name of the DTC. The DTC will keep track of which ETF Shares belong to the broker, and the broker, in turn, will keep track of which ETF Shares belong to its customers.
Because the DTC is unable to handle fractional shares, only whole shares can be converted. For example, if the investor owned 300.250 conventional shares, and this was equivalent in value to 90.750 ETF Shares, the DTC account would receive 90 ETF Shares. Conventional shares with a value equal to 0.750 ETF Shares (in this example, that would be 2.481 conventional shares) would remain in the brokers omnibus account with Vanguard. The broker then could either (1) take certain internal actions necessary to credit the investors account with 0.750 ETF Shares or (2) redeem the 2.481 conventional shares for cash at NAV and deliver that cash to the investors account. If the broker chose to redeem the conventional shares, the investor would realize a gain or loss on the redemption that must be reported on his or her tax
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return (unless the shares are held in an IRA or other tax-deferred account). An investor should consult his or her broker for information on how the broker will handle the conversion process, including whether the broker will impose a fee to process a conversion.
The conversion process works differently for investors who opt to hold ETF Shares through an account at Vanguard Brokerage. Investors who convert their conventional shares to ETF Shares through Vanguard Brokerage will have all conventional shares for which they request conversion converted to the equivalent dollar value of ETF Shares. Because no fractional shares will have to be sold, the transaction will not be taxable.
Here are some important points to keep in mind when converting conventional shares of an ETF Fund to ETF Shares:
Book Entry Only System
ETF Shares issued by the Funds are registered in the name of the DTC or its nominee, Cede & Co., and are deposited with, or on behalf of, the DTC. The DTC is a limited-purpose trust company that was created to hold securities of its participants (DTC Participants) and to facilitate the clearance and settlement of transactions among them through electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. The DTC is a subsidiary of the Depository Trust and Clearing Corporation (DTCC), which is owned by certain participants of the DTCCs subsidiaries, including the DTC. Access to the DTC system is also available to others such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (Indirect Participants).
Beneficial ownership of ETF Shares is limited to DTC Participants, Indirect Participants, and persons holding interests through DTC Participants and Indirect Participants. Ownership of beneficial interests in ETF Shares (owners of such beneficial interests are referred to herein as Beneficial Owners) is shown on, and the transfer of ownership is effected only through, records maintained by the DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from, or through, the DTC Participant a written confirmation relating to their purchase of ETF Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities. Such laws may impair the ability of certain investors to acquire beneficial interests in ETF Shares.
Each ETF Fund recognizes the DTC or its nominee as the record owner of all ETF Shares for all purposes. Beneficial Owners of ETF Shares are not entitled to have ETF Shares registered in their names and will not receive or be entitled to physical delivery of share certificates. Each Beneficial Owner must rely on the procedures of the DTC and any DTC Participant and/or Indirect Participant through which such Beneficial Owner holds its interests to exercise any rights of a holder of ETF Shares.
Conveyance of all notices, statements, and other communications to Beneficial Owners is effected as follows. The DTC will make available to each ETF Fund, upon request and for a fee, a listing of the ETF Shares of the Fund held by each DTC Participant. The ETF Fund shall obtain from each DTC Participant the number of Beneficial Owners holding ETF Shares, directly or indirectly, through the DTC Participant. The ETF Fund shall provide each DTC Participant with copies of such notice, statement, or other communication, in form, in number, and at such place as the DTC Participant may reasonably request, in order that these communications may be transmitted by the DTC Participant, directly or indirectly, to the Beneficial Owners. In addition, the ETF Fund shall pay to each DTC Participant a fair and reasonable amount as
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reimbursement for the expenses attendant to such transmittal, subject to applicable statutory and regulatory requirements.
Share distributions shall be made to the DTC or its nominee as the registered holder of all ETF Shares. The DTC or its nominee, upon receipt of any such distributions, shall immediately credit the DTC Participants accounts with payments in amounts proportionate to their respective beneficial interests in ETF Shares of the appropriate Fund as shown on the records of the DTC or its nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of ETF Shares held through such DTC Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in a street name, and will be the responsibility of such DTC Participants.
The ETF Funds have no responsibility or liability for any aspects of the records relating to or notices to Beneficial Owners; for payments made on account of beneficial ownership interests in such ETF Shares; for maintenance, supervision, or review of any records relating to such beneficial ownership interests; or for any other aspect of the relationship between the DTC and DTC Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
The DTC may determine to discontinue providing its service with respect to ETF Shares at any time by giving reasonable notice to the ETF Funds and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the ETF Funds shall take action either to find a replacement for the DTC to perform its functions at a comparable cost or, if such replacement is unavailable, to issue and deliver printed certificates representing ownership of ETF Shares, unless the ETF Funds make other arrangements with respect thereto satisfactory to the exchange.
Purchase and Issuance of ETF Shares in Creation Units
Except for conversions to ETF Shares from conventional shares, the ETF Funds issue and sell ETF Shares only in Creation Units on a continuous basis through the Distributor, without a sales load, at their NAV next determined after receipt of an order in proper form on any business day. The ETF Funds do not issue fractional Creation Units.
A business day is any day on which the NYSE is open for business. As of the date of this Statement of Additional Information, the NYSE observes the following U.S. holidays: New Years Day; Martin Luther King, Jr., Day; Presidents Day (Washingtons Birthday); Good Friday; Memorial Day (observed); Independence Day; Labor Day; Thanksgiving Day; and Christmas Day.
Fund Deposit. The consideration for purchase of a Creation Unit from an ETF Fund generally consists of the in-kind deposit of a designated portfolio of securities (Deposit Securities) and an amount of cash (Cash Component) consisting of a purchase balancing amount and a transaction fee (both described in the following paragraphs). Together, the Deposit Securities and the Cash Component constitute the fund deposit.
The purchase balancing amount is an amount equal to the difference between the NAV of a Creation Unit and the market value of the Deposit Securities (Deposit Amount). It ensures that the NAV of a fund deposit (not including the transaction fee) is identical to the NAV of the Creation Unit it is used to purchase. If the purchase balancing amount is a positive number (i.e., the NAV per Creation Unit exceeds the market value of the Deposit Securities), then that amount will be paid by the purchaser to an ETF Fund in cash. If the purchase balancing amount is a negative number (i.e., the NAV per Creation Unit is less than the market value of the Deposit Securities), then that amount will be paid by an ETF Fund to the purchaser in cash (except as offset by the transaction fee).
Vanguard, through the National Securities Clearing Corporation (NSCC), makes available after the close of each business day a list of the names and the number of shares of each Deposit Security to be included in the next business days fund deposit for each ETF Fund (subject to possible amendment or correction). Each ETF Fund reserves the right to accept a nonconforming fund deposit.
The identity and number of shares of the Deposit Securities required for a fund deposit may change from one day to another to reflect rebalancing adjustments and corporate actions, to reflect interest payments on underlying bonds, or to respond to adjustments to the weighting or composition of the component securities of the relevant target index.
Vanguard Mortgage-Backed Securities ETF intends to require an investor purchasing a Creation Unit to include in the fund deposit, in place of all Deposit Securities that are mortgage-TBA (to-be-announced) transactions, an amount of cash, to be added to the Cash Component, equal in value to the mortgage TBAs. Vanguard Mortgage-Backed Securities
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ETF reserves the right to require an investor purchasing a Creation Unit late in the day to include in the fund deposit, in place of all Deposit Securities that are mortgage-TBA transactions, U.S. Treasury securities of equivalent value and duration rather than cash.
In addition, each ETF Fund reserves the right to permit or require the substitution of an amount of cashreferred to as cash in lieuto be added to the Cash Component to replace any Deposit Security. This might occur, for example, if a Deposit Security is not available in sufficient quantity for delivery, is not eligible for transfer through the applicable clearance and settlement system, or is not eligible for trading by an Authorized Participant or the investor for which an Authorized Participant is acting. Trading costs incurred by the ETF Fund in connection with the purchase of Deposit Securities with cash-in-lieu amounts will be an expense of the ETF Fund. However, Vanguard may adjust the transaction fee to protect existing shareholders from this expense.
All questions as to the number of shares of each security in the Deposit Securities and the validity, form, eligibility, and acceptance for deposit of any securities to be delivered shall be determined by the appropriate ETF Fund, and the ETF Funds determination shall be final and binding.
Procedures for Purchasing Creation Units. An Authorized Participant may place an order to purchase Creation Units from a stock ETF Fund either (1) through the Continuous Net Settlement (CNS) clearing processes of the NSCC as such processes have been enhanced to effect purchases of Creation Units, such processes being referred to herein as the Clearing Process, or (2) outside the Clearing Process. To purchase through the Clearing Process, an Authorized Participant must be a member of the NSCC that is eligible to use the CNS system. Purchases of Creation Units cleared through the Clearing Process will be subject to a lower transaction fee than those cleared outside the Clearing Process.
For all ETF Funds, to initiate a purchase order for a Creation Unit (either through the Clearing Process or outside the Clearing Process for stock ETF Funds), an Authorized Participant must submit an order in proper form to the Distributor and such order must be received by the Distributor prior to the closing time of regular trading on the NYSE (Closing Time) (ordinarily 4 p.m., Eastern time) to receive that days NAV. The date on which an order to purchase (or redeem) Creation Units is placed is referred to as the transmittal date. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.
Purchase orders effected outside the Clearing Process are likely to require transmittal by the Authorized Participant earlier on the transmittal date than orders effected using the Clearing Process. Those persons placing orders outside the Clearing Process should ascertain the deadlines applicable to the DTC and the Federal Reserve Bank wire system by contacting the operations department of the broker or depository institution effectuating such transfer of Deposit Securities and Cash Component.
Neither the Trust, the ETF Funds, the Distributor, nor any affiliated party will be liable to an investor who is unable to submit a purchase order by Closing Time, even if the problem is the responsibility of one of those parties (e.g . , the Distributors phone or email systems were not operating properly).
If you are not an Authorized Participant, you must place your purchase order in an acceptable form with an Authorized Participant. The Authorized Participant may request that you make certain representations or enter into agreements with respect to the order (e.g . , to provide for payments of cash when required).
Placement of Purchase Orders for Vanguard Russell ETFs
Purchase Orders Using the Clearing Process
For purchase orders placed through the Clearing Process, the Participant Agreement authorizes the Distributor to transmit through the transfer agent or index receipt agent to the NSCC, on behalf of an Authorized Participant, such trade instructions as are necessary to effect the Authorized Participants purchase order. Pursuant to such trade instructions to the NSCC, the Authorized Participant agrees to deliver the requisite Deposit Securities and the Cash Component to the appropriate ETF Fund, together with such additional information as may be required by the Distributor.
An order to purchase Creation Units through the Clearing Process is deemed received on the transmittal date if (1) such order is received by the ETF Funds designated agent before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed. Such order will be effected based on the NAV of the ETF Fund next determined on that day. An order to purchase Creation Units through the Clearing Process made in proper form but received after Closing Time on the transmittal date will be deemed received on the next
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business day immediately following the transmittal date and will be effected at the NAV next determined on that day. The Deposit Securities and the Cash Component will be transferred by the third NSCC business day following the date on which the purchase request is deemed received.
Purchase Orders Outside the Clearing Process
An Authorized Participant that wishes to place an order to purchase Creation Units outside the Clearing Process must state that it is not using the Clearing Process and that the purchase instead will be effected through a transfer of securities and cash directly through the DTC. An order to purchase Creation Units outside the Clearing Process is deemed received by the ETF Funds designated agent on the transmittal date if (1) such order is received by the Distributor before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed.
If a fund deposit is incomplete on the third business day after the trade date (the trade date, known as T, is the date on which the trade actually takes place; three business days after the trade date is known as T+3) because of the failed delivery of one or more of the Deposit Securities, an ETF Fund shall be entitled to cancel the purchase order. Alternatively, the ETF Fund may issue Creation Units in reliance on the Authorized Participants undertaking to deliver the missing Deposit Securities at a later date. Such undertaking shall be secured by the delivery and maintenance of cash collateral in an amount determined by the ETF Fund in accordance with the terms of the Participant Agreement.
Placement of Purchase Orders for Vanguard Sector Bond ETFs. An Authorized Participant must deliver the cash and government securities portion of a fund deposit through the Federal Reserves Fedwire System and the corporate securities portion of a fund deposit through the DTC. If a fund deposit is incomplete on the third business day after the trade date (the trade date is the date on which a trade actually takes place, or T; three business days after the trade date is known as T+3) because of the failed delivery of one or more of the Deposit Securities, the ETF Fund shall be entitled to cancel the purchase order.
The ETF Funds may issue Creation Units in reliance on the Authorized Participants undertaking to deliver the missing Deposit Securities at a later date. Such undertaking shall be secured by the delivery and maintenance of cash collateral in an amount determined by the ETF Fund in accordance with the terms of the Participant Agreement.
Rejection of Purchase Orders . Each ETF Fund reserves the absolute right to reject a purchase order. By way of example, and not limitation, an ETF Fund will reject a purchase order if:
If the purchase order is rejected, the Distributor shall notify the Authorized Participant that submitted the order. The ETF Funds, the Trust, the transfer agent, the custodian, the Distributor, and Vanguard are under no duty, however, to give notification of any defects or irregularities in the delivery of a fund deposit, nor shall any of them incur any liability for the failure to give any such notification.
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Transaction Fee on Purchases of Creation Units of Vanguard Russell ETFs. Each ETF Fund imposes a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the issuance of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguards proprietary portal system. An additional charge may be imposed for purchases of Creation Units effected outside the Clearing Process. When an ETF Fund permits (or requires) a purchaser to substitute cash in lieu of depositing one or more Deposit Securities, the purchaser may be assessed an additional charge on the cash-in-lieu portion of the investment. The amount of this charge will be disclosed to investors before they place their orders. The amount will be determined by the ETF Fund at its sole discretion but will not be more than the Funds good faith estimate of the costs it will incur investing the cash in lieu, which may include, if applicable, market-impact costs. The maximum transaction fee on purchases of Creation Units, including any additional charges as described, shall be 2% of the value of the Creation Units.
Transaction Fee on Purchases of Creation Units of Vanguard Sector Bond ETFs. Each ETF Fund imposes a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the issuance of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguards proprietary portal system. For Creation Units of Vanguard Mortgage-Backed Securities ETF purchased with a fund deposit that includes cash in lieu of mortgage-TBA securities, the transaction fee includes a variable charge in an amount approximately equal to the transaction costs the Fund expects to incur buying the mortgage TBAs that are part of the fund deposit. When an ETF Fund (except Vanguard Mortgage-Backed Securities ETF) permits (or requires) a purchaser to substitute cash in lieu of depositing one or more Deposit Securities, the purchaser may be assessed an additional charge on the cash-in-lieu portion of the investment. The amount of this charge will be disclosed to investors before they place their orders. The amount will be determined by the ETF Fund at its sole discretion but will not be more than the Funds good faith estimate of the costs it will incur investing the cash in lieu, which may include, if applicable, market-impact costs. The maximum transaction fee on purchases of Creation Units, including any additional charges as described, shall be 2% of the value of the Creation Units.
Redemption of ETF Shares in Creation Units
To be eligible to place a redemption order, you must be an Authorized Participant. Investors that are not Authorized Participants must make appropriate arrangements with an Authorized Participant in order to redeem a Creation Unit.
ETF Shares may be redeemed only in Creation Units. Investors should expect to incur brokerage and other transaction costs in connection with assembling a sufficient number of ETF Shares to constitute a redeemable Creation Unit. There can be no assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation Unit. Redemption requests received on a business day in good order will receive the NAV next determined after the request is made.
Unless cash redemptions are available or specified for an ETF Fund, an investor tendering a Creation Unit generally will receive redemption proceeds consisting of (1) a basket of Redemption Securities; plus (2) a redemption balancing amount in cash equal to the difference between (x) the NAV of the Creation Unit being redeemed, as next determined after receipt of a request in proper form, and (y) the value of the Redemption Securities; less (3) a transaction fee. If the Redemption Securities have a value greater than the NAV of a Creation Unit, the redeeming investor will pay the redemption balancing amount in cash to the ETF Fund rather than receive such amount from the Fund.
Vanguard, through the NSCC, makes available after the close of each business day a list of the names and the number of shares of each Redemption Security to be included in the next business days redemption basket for each ETF Fund (subject to possible amendment or correction). The basket of Redemption Securities provided to an investor redeeming a Creation Unit may not be identical to the basket of Deposit Securities required of an investor purchasing a Creation Unit. If an ETF Fund and a redeeming investor mutually agree, the Fund may provide the investor with a basket of Redemption Securities that differs from the composition of the redemption basket published through the NSCC.
Each ETF Fund reserves the right to deliver cash in lieu of any Redemption Security for the same reason it might accept cash in lieu of a Deposit Security, as previously discussed, or if the ETF Fund could not lawfully deliver the security or could not do so without first registering such security under federal or state law.
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When satisfying redemption requests, Vanguard Mortgage-Backed Securities ETF intends to deliver, in lieu of each mortgage-TBA transaction that is a Redemption Security, cash in an amount equal to the value of the mortgage TBA. Vanguard Mortgage-Backed Securities ETF reserves the right to deliver to a shareholder redeeming a Creation Unit late in the day, in place of all Redemption Securities that are mortgage-TBA transactions, U.S. Treasury securities of equivalent value and duration, rather than cash.
Neither the Trust, the ETF Funds, the Distributor, nor any affiliated party will be liable to an investor who is unable to submit a redemption order by Closing Time, even if the problem is the responsibility of one of those parties (e.g., the Distributors phone or email systems were not operating properly).
Transaction Fee on Redemptions of Creation Units of Vanguard Russell ETFs. Each ETF Fund imposes a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the redemption of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguards proprietary portal system. An additional charge may be imposed for redemptions of Creation Units effected outside the Clearing Process. When an ETF Fund permits (or requires) a redeeming investor to receive cash in lieu of one or more Redemption Securities, the investor will be assessed an additional charge on the cash-in-lieu portion of the redemption. The amount of this charge will be disclosed to investors before they place their orders. The amount will vary as determined by the ETF Fund at its sole discretion but will not be more than the Funds good faith estimate of the costs it will incur by selling portfolio securities to raise the necessary cash, which may include, if applicable, market-impact costs. The maximum transaction fee on redemptions of Creation Units, including any additional charges as described, shall be 2% of the value of the Creation Units.
Transaction Fee on Redemptions of Creation Units of Vanguard Sector Bond ETFs. Each ETF Fund imposes a transaction fee (payable to the Fund) to compensate the Fund for costs associated with the redemption of Creation Units. The amount of the fee, which may be changed by Vanguard from time to time at its sole discretion, is made available daily to Authorized Participants, market makers, and other interested parties through Vanguards proprietary portal system. For Creation Unit redemptions, unlike purchases, Vanguard Mortgage-Backed Securities ETF does not assess a variable charge above the standard fee, nor do any of the ETF Funds impose an additional charge on investors who receive cash in lieu of one or more Redemption Securities. The maximum transaction fee on redemptions of Creation Units shall be 2% of the value of the Creation Units.
Placement of Redemption Orders for Vanguard Russell ETFs
Redemption Orders Using the Clearing Process
An Authorized Participant may place an order to redeem Creation Units of a stock ETF Fund either (1) through the CNS clearing processes of the NSCC as such processes have been enhanced to effect redemptions of Creation Units, such processes being referred to herein as the Clearing Process, or (2) outside the Clearing Process. To redeem through the Clearing Process, an Authorized Participant must be a member of the NSCC that is eligible to use the CNS system. Redemptions of Creation Units cleared through the Clearing Process will be subject to a lower transaction fee than those cleared outside the Clearing Process.
An order to redeem Creation Units through the Clearing Process is deemed received on the transmittal date if (1) such order is received by the ETF Funds designated agent before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed. Such order will be effected based on the NAV of an ETF Fund next determined on that day. An order to redeem Creation Units through the Clearing Process made in proper form but received by an ETF Fund after Closing Time on the transmittal date will be deemed received on the next business day immediately following the transmittal date and will be effected at the NAV next determined on that day. The Redemption Securities and the Cash Redemption Amount will be transferred by the third NSCC business day following the date on which the redemption request is deemed received.
Redemption Orders Outside the Clearing Process
An Authorized Participant that wishes to place an order to redeem a Creation Unit outside the Clearing Process must state that it is not using the Clearing Process and that the redemption instead will be effected through a transfer of ETF Shares directly through the DTC. An order to redeem a Creation Unit of an ETF Fund outside the Clearing Process is
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deemed received on the transmittal date if (1) such order is received by the ETF Funds designated agent before Closing Time on such transmittal date and (2) all other procedures set forth in the Participant Agreement are properly followed.
If a redemption order in proper form is submitted to the transfer agent by an Authorized Participant prior to Closing Time on the transmittal date, then the value of the Redemption Securities and the Cash Redemption Amount will be determined by the ETF Fund on such transmittal date.
After the transfer agent has deemed an order for redemption outside the Clearing Process received, the transfer agent will initiate procedures to transfer the Redemption Securities and the Cash Redemption Amount to the Authorized Participant on behalf of the redeeming Beneficial Owner by the third business day following the transmittal date on which such redemption order is deemed received by the transfer agent.
If on T+3 an Authorized Participant has failed to deliver all of the Vanguard ETF Shares it is seeking to redeem, the ETF Fund shall be entitled to cancel the redemption order. Alternatively, the ETF Fund may deliver to the Authorized Participant the full complement of Redemption Securities and cash in reliance on the Authorized Participants undertaking to deliver the missing ETF Shares at a later date. Such undertaking shall be secured by the Authorized Participants delivery and maintenance of cash collateral in accordance with collateral procedures that are part of the Participant Agreement. In all cases the ETF Fund shall be entitled to charge the Authorized Participant for any costs (including investment losses, attorneys fees, and interest) incurred by the ETF Fund as a result of the late delivery or failure to deliver.
Each ETF Fund reserves the right, at its sole discretion, to require or permit a redeeming investor to receive the redemption proceeds in cash. In such cases, the investor would receive a cash payment equal to the NAV of its ETF Shares based on the NAV of those shares next determined after the redemption request is received in proper form (minus a transaction fee, including a charge for cash redemptions as previously discussed).
If an Authorized Participant, or a redeeming investor acting through an Authorized Participant, is subject to a legal restriction with respect to a particular security included in the basket of Redemption Securities, such investor may be paid an equivalent amount of cash in lieu of the security. In addition, each ETF Fund reserves the right to redeem Creation Units partially for cash to the extent that the Fund could not lawfully deliver one or more Redemption Securities or could not do so without first registering such securities under federal or state law.
Placement of Redemption Orders for Vanguard Sector Bond ETFs. To initiate a redemption order for a Creation Unit, an Authorized Participant must submit such order in proper form to the Distributor before Closing Time in order to receive that days NAV. Authorized Participants must transmit orders using a transmission method acceptable to the Distributor pursuant to procedures set forth in the Participant Agreement.
If on the settlement date (typically T+3) an Authorized Participant has failed to deliver all of the Vanguard ETF Shares it is seeking to redeem, the ETF Fund shall be entitled to cancel the redemption order. Alternatively, the ETF Fund may deliver to the Authorized Participant the full complement of Redemption Securities and cash in reliance on the Authorized Participants undertaking to deliver the missing ETF Shares at a later date. Such undertaking shall be secured by the Authorized Participants delivery and maintenance of cash collateral in accordance with collateral procedures that are part of the Participant Agreement. In all cases the ETF Fund shall be entitled to charge the Authorized Participant for any costs (including investment losses, attorneys fees, and interest) incurred by the ETF Fund as a result of the late delivery or failure to deliver.
If an Authorized Participant, or a redeeming investor acting through an Authorized Participant, is subject to a legal restriction with respect to a particular security included in the basket of Redemption Securities, such investor may be paid an equivalent amount of cash in lieu of the security. In addition, each ETF Fund reserves the right to redeem Creation Units partially for cash to the extent that the Fund could not lawfully deliver one or more Redemption Securities or could not do so without first registering such securities under federal or state law.
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Suspension of Redemption Rights. The right of redemption may be suspended or the date of payment postponed with respect to an ETF Fund (1) for any period during which the NYSE or listing exchange is closed (other than customary weekend and holiday closings), (2) for any period during which trading on the NYSE or listing exchange is suspended or restricted, (3) for any period during which an emergency exists as a result of which disposal of the Funds portfolio securities or determination of its NAV is not reasonably practicable, or (4) in such other circumstances as the SEC permits.
Precautionary Notes
A precautionary note to retail investors: The DTC or its nominee will be the registered owner of all outstanding ETF Shares. Your ownership of ETF Shares will be shown on the records of the DTC and the DTC Participant broker through which you hold the shares. Vanguard will not have any record of your ownership. Your account information will be maintained by your broker, which will provide you with account statements, confirmations of your purchases and sales of ETF Shares, and tax information. Your broker also will be responsible for distributing income and capital gains distributions and for ensuring that you receive shareholder reports and other communications from the fund whose ETF Shares you own. You will receive other services (e.g., dividend reinvestment and average cost information) only if your broker offers these services.
A precautionary note to purchasers of Creation Units: You should be aware of certain legal risks unique to investors purchasing Creation Units directly from the issuing fund.
Because new ETF Shares may be issued on an ongoing basis, a distribution of ETF Shares could be occurring at any time. Certain activities that you perform as a dealer could, depending on the circumstances, result in your being deemed a participant in the distribution in a manner that could render you a statutory underwriter and subject you to the prospectus delivery and liability provisions of the Securities Act of 1933. For example, you could be deemed a statutory underwriter if you purchase Creation Units from the issuing fund, break them down into the constituent ETF Shares, and sell those shares directly to customers or if you choose to couple the creation of a supply of new ETF Shares with an active selling effort involving solicitation of secondary market demand for ETF Shares. Whether a person is an underwriter depends upon all of the facts and circumstances pertaining to that persons activities, and the examples mentioned here should not be considered a complete description of all the activities that could cause you to be deemed an underwriter.
Dealers who are not underwriters but are participating in a distribution (as opposed to engaging in ordinary secondary-market transactions), and thus dealing with ETF Shares as part of an unsold allotment within the meaning of Section 4(3)(C) of the Securities Act, will be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the Securities Act.
A precautionary note to shareholders redeeming Creation Units: An Authorized Participant that is not a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933 will not be able to receive, as part of the redemption basket, restricted securities eligible for resale under Rule 144A.
A precautionary note to investment companies: Vanguard ETF Shares are issued by registered investment companies, and therefore the acquisition of such shares by other investment companies is subject to the restrictions of Section 12(d)(1) of the Investment Company Act of 1940 . Vanguard has obtained an SEC exemptive order that allows registered investment companies to invest in the issuing funds beyond the limits of Section 12(d)(1), subject to certain terms and conditions, including the requirement to enter into a participation agreement with Vanguard.
FINANCIAL STATEMENTS
Each Funds Financial Statements for the fiscal year ended August 31, 2015 , appearing in the Funds 2015 Annual Reports to Shareholders, and the reports thereon of PricewaterhouseCoopers LLP, an independent registered public accounting firm, also appearing therein, are incorporated by reference into this Statement of Additional Information. For a more complete discussion of each Funds performance, please see the Funds Annual and Semiannual Reports to Shareholders, which may be obtained without charge.
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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):
Aaa Judged to be obligations of the highest quality, they are subject to the lowest level of credit risk.
Aa Judged 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.
A Judged to be upper-medium-grade obligations, they are subject to low credit risk.
Baa Judged to be medium-grade obligations, subject to moderate credit risk, they may possess certain speculative characteristics.
Ba Judged to be speculative obligations, they are subject to substantial credit risk.
B Considered to be speculative obligations, they are subject to high credit risk.
Caa Judged to be speculative obligations of poor standing, they are subject to very high credit risk.
Ca Viewed as highly speculative obligations, they are likely in, or very near, default, with some prospect of recovery of principal and interest.
C Viewed as the lowest rated obligations, they are typically in default, with little prospect for recovery of principal and interest.
Moodys also supplies numerical indicators (1, 2, and 3) to rating categories. The modifier 1 indicates that the security is in the higher end of its rating category, the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates a ranking toward the lower end of the category.
The following describe characteristics of the global short-term (original maturity of 13 months or less) bond ratings provided by Moodys. This ratings scale also applies to U.S. municipal tax-exempt commercial paper.
Prime-1 (P-1) Judged to have a superior ability to repay short-term debt obligations. Prime-2 (P-2) Judged to have a strong ability to repay short-term debt obligations. Prime-3 (P-3) Judged to have an acceptable ability to repay short-term debt obligations. Not Prime (NP) Cannot be judged to be in any of the prime rating categories.
The following describe characteristics of the U.S. municipal short-term bond ratings provided by Moodys:
Moodys ratings for state and municipal notes and other short-term (up to 3 years) obligations are designated Municipal Investment Grade (MIG).
MIG 1 Indicates superior quality, enjoying the excellent protection of established cash flows, liquidity support, and broad-based access to the market for refinancing.
MIG 2 Indicates strong credit quality with ample margins of protection, although not as large as in the preceding group.
MIG 3 Indicates acceptable credit quality, with narrow liquidity and cash-flow protection and less well-established market access for refinancing.
SG Indicates speculative credit quality with questionable margins of protection.
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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:
AAA These are the highest rated obligations. The capacity to pay interest and repay principal is extremely strong.
AA These 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.
A These 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.
BBB These 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 C These 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.
D These 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-1 These 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-2 These obligations are somewhat susceptible to changing economic conditions. The obligor has a satisfactory capacity to pay interest and repay principal.
A-3 These 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.
B These obligations are vulnerable to nonpayment and are significantly speculative, but the obligor currently has the capacity to meet its financial commitments.
C These obligations are vulnerable to nonpayment, but the obligor must rely on favorable economic conditions to meet its financial commitment.
D These 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-1 This designation indicates a strong capacity to pay principal and interest. SP-2 This designation indicates a satisfactory capacity to pay principal and interest. SP-3 This designation indicates a speculative capacity to pay principal and interest.
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The Russell Indexes and Russell ® are registered trademarks of Russell Investments and have been licensed for use by The Vanguard Group, Inc. The products are not sponsored, endorsed, sold or promoted by Russell Investments and Russell Investments makes no representation regarding the advisability of investing in the Products.
Vanguard Sector Bond Index Funds not sponsored, endorsed, issued, sold or promoted by Barclays Capital Inc. or any of its affiliates (Barclays). Barclays makes no representation or warranty, express or implied, to the owners or purchasers of Vanguard Sector Bond Index Funds or any member of the public regarding the advisability of investing in securities generally or in Vanguard Sector Bond Index Funds particularly or the ability of the Barclays Index to track general bond market performance. Barclays has not passed on the legality or suitability of the Vanguard Sector Bond Index Funds with respect to any person or entity. Barclays only relationship to Vanguard and Vanguard Sector Bond Index Funds is the licensing of the Barclays Index which is determined, composed and calculated by Barclays without regard to Vanguard or the Vanguard Sector Bond Index Funds or any owners or purchasers of the Vanguard Sector Bond Index Funds. Barclays has no obligation to take the needs of Vanguard, Vanguard Sector Bond Index Funds or the owners of Vanguard Sector Bond Index Funds into consideration in determining, composing or calculating the Barclays Index. Barclays is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of Vanguard Sector Bond Index Funds to be issued. Barclays has no obligation or liability in connection with the administration, marketing or trading of the Vanguard Sector Bond Index Funds.
BARCLAYS SHALL HAVE NO LIABILITY TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE INDEX. BARCLAYS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF THE VANGUARD SECTOR BOND INDEX FUNDS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. BARCLAYS RESERVES THE RIGHT TO CHANGE THE METHODS OF CALCULATION OR PUBLICATION, OR TO CEASE THE CALCULATION OR PUBLICATION OF THE BARCLAYS INDICES , AND BARCLAYS SHALL NOT BE LIABLE FOR ANY MISCALCULATION OF OR ANY INCORRECT, DELAYED OR INTERRUPTED PUBLICATION WITH RESPECT TO ANY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. BARCLAYS SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INDIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN.
© 2015 Barclays. Used with Permission.
Source: Barclays Global Family of Indices. Copyright 2015 , Barclays. All rights reserved.
SAI 1690 122015
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PART C
VANGUARD SCOTTSDALE FUNDS
OTHER INFORMATION
Item 28. Exhibits
(a) Articles of Incorporation, Amended and Restated Agreement and Declaration of Trust, filed with Post-Effective Amendment No. 29 dated December 28, 2011, is hereby incorporated by reference.
(b) By-Laws, filed with Post-Effective Amendment No. 27 dated September 16, 2010, are hereby incorporated by reference.
(c) Instruments Defining Rights of Securities Holders, reference is made to Articles III and V of the Registrants Amended and Restated Agreement and Declaration of Trust, refer to Exhibit (a) above.
(d) Investment Advisory Contracts, for Frontier Capital Management Co., LLC, filed with Post-Effective Amendment No. 26 dated August 18, 2010, and Sterling Capital Management LLC, filed with Post-Effective Amendment No. 28 dated December 27, 2010, are hereby incorporated by reference. The Vanguard Group, Inc., provides investment advisory services to the Sector Bond Index Funds and the Russell Index Funds at cost pursuant to the Fifth Amended and Restated Funds Service Agreement, refer to Exhibit (h) below. Investment Advisory Contract for Cardinal Capital Managment, L.L.C., is filed herewith.
(e) Underwriting Contracts, not applicable.
(f) Bonus or Profit Sharing Contracts, reference is made to the section entitled Management of the Funds in Part B of this Registration Statement.
(g) Custodian Agreements, for The Bank of New York Mellon and for JPMorgan Chase Bank, filed with Post-Effective Amendment No. 37 dated December 20, 2013, are herby incorporated by reference.
(h) Other Material Contracts, Fifth Amended and Restated Funds Service Agreement, filed with Post-Effective Amendment No. 29 dated December 28, 2011, and Form of Authorized Participant Agreement, filed with Post-Effective Amendment No. 26 dated August 18, 2010, are hereby incorporated by reference.
(i) Legal Opinion, not applicable.
(j) Other Opinions, Consent of Independent Registered Public Accounting Firm, is filed herewith. (k) Omitted Financial Statements, not applicable.
(l) Initial Capital Agreements, not applicable. (m) Rule 12b-1 Plan, not applicable.
(n) Rule 18f-3 Plan, is filed herewith. (o) Reserved.
(p) Codes of Ethics, for Cardinal Capital Managment, L.L.C.; Frontier Capital Management Co., LLC; Sterling Capital Management LLC; and The Vanguard Group, Inc., are filed herewith .
Item 29. Persons Controlled by or under Common Control with Registrant
Registrant is not controlled by or under common control with any person.
Item 30. Indemnification
The Registrants organizational documents contain provisions indemnifying Trustees and officers against liability incurred in their official capacities. Article VII, Section 2 of the Amended and Restated Agreement and Declaration of Trust provides that the Registrant may indemnify and hold harmless each and every Trustee and officer from and against any and all claims, demands, costs, losses, expenses, and damages whatsoever arising out of or related to the performance of his or her duties as a Trustee or officer. Article VI of the By-Laws generally provides that the Registrant shall indemnify its Trustees and officers from any liability arising out of their past or present service in that capacity. Among other things, this provision
C-1
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 R egistrant 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 Adviser
Cardinal Capital Management, L.L.C. (Cardinal Capital), is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the Advisers Act). The list required by this Item 31 of members of Cardinal Capital, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such members during the past two years, is incorporated herein by reference from Form ADV filed by Cardinal Capital pursuant to the Advisers Act (SEC File No. 801-49090).
Frontier Capital Management Co. LLC (Frontier Capital), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of members of Frontier Capital, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such members during the past two years, is incorporated herein by reference from Form ADV filed by Frontier Capital pursuant to the Advisers Act (SEC File No. 801-15724).
Sterling Capital Management LLC (Sterling Capital), is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Sterling Capital, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such members during the past two years, is incorporated herein by reference from Form ADV filed by Sterling Capital pursuant to the Advisers Act (SEC File No. 801-64257).
The Vanguard Group, Inc. (Vanguard) is an investment adviser registered under the Advisers Act. The list required by this Item 31 of officers and directors of Vanguard, together with any information as to any business, profession, vocation, or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated herein by reference from Form ADV filed by Vanguard pursuant to the Advisers Act (SEC File No. 801-11953).
Item 32. Principal Underwriters
(a) | Vanguard Marketing Corporation, a wholly owned subsidiary of The Vanguard Group, Inc., is the principal underwriter of each fund within the Vanguard group of investment companies, a family of more than 190 mutual funds. |
(b) | The principal business address of each named director and officer of Vanguard Marketing Corporation is 100 Vanguard Boulevard, Malvern, PA 19355. |
Name | Positions and Office with Underwriter | Positions and Office with Funds |
F. William McNabb III | Director and Chairman | Chairman and Chief Executive Officer |
Glenn W. Reed | Director | None |
Mortimer J. Buckley | Director and Senior Vice President | None |
Martha G. King | Director and Senior Vice President | None |
Chris D. McIsaac | Director and Senior Vice President | None |
Heidi Stam | Director and Senior Vice President | Secretary |
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Name | Positions and Office with Underwriter | Positions and Office with Funds | |
Karin Risi | Director and Managing Director | None | |
Thomas Rampulla | Director and Senior Vice President | None | |
Natalie Bej | Chief Compliance Officer | Chief Compliance Officer | |
Matthew Benchener | Principal | None | |
Jack Brod | Principal | None | |
John C. Heywood | Principal | None | |
Timothy P. Holmes | Principal | None | |
Sarah Houston | Principal | None | |
Mike Lucci | Principal | None | |
Alba E. Martinez | Principal | None | |
Brian McCarthy | Principal | None | |
Christopher Sicilia | Principal | None | |
Tammy Virnig | Principal | None | |
Salvatore L. Pantalone | Financial and Operations Principal and Treasurer | None | |
Amy M. Laursen | Financial and Operations Principal | None | |
Frank Satterthwaite | Principal | None | |
Jack T. Wagner | Principal | None | |
Michael L. Kimmel | Assistant Secretary | None | |
Marc P. Lindsay | Assistant Secretary | None | |
Caroline Cosby | Secretary | None | |
(c) | Not applicable. |
Item 33. Location of Accounts and Records
The books, accounts, and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder will be maintained at the offices of the Registrant, the Registrants Transfer Agent, The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, PA 19355; the Registrants Custodians, JPMorgan Chase Bank, 270 Park Avenue, New York, NY 10017-2070, and The Bank of New York Mellon, One Wall Street, New York, NY 10286; and the Registrants investment advisors at their respective locations identified in the Statement of Additional Information.
Item 34. Management Services
Other than as set forth in the section entitled Management of the Funds in Part B of this Registration Statement, the Registrant is not a party to any management-related service contract.
Item 35. Undertakings
Not applicable.
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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 21st day of December, 2015 .
VANGUARD SCOTTSDALE FUNDS
BY:___________
/s/ F. William Mc Nabb III*
_________
F. William McNabb III
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:
Signature | Title | Date |
/ S / F. W ILLIAM M C N ABB III* | Chairman and Chief Executive | December 21, 2015 |
Officer | ||
F. William McNabb III | ||
/ S / E MERSON U. F ULLWOOD * | Trustee | December 21, 2015 |
Emerson U. Fullwood | ||
/ S / R AJIV L. G UPTA * | Trustee | December 21, 2015 |
R AJIV L. G UPTA | ||
/ S / A MY G UTMANN * | Trustee | December 21, 2015 |
Amy Gutmann | ||
/ S / J O A NN H EFFERNAN H EISEN * | Trustee | December 21, 2015 |
JoAnn Heffernan Heisen | ||
/ S / F. J OSEPH L OUGHREY * | Trustee | December 21, 2015 |
F. Joseph Loughrey | ||
/ S / MARK LOUGHRIDGE * | Trustee | December 21, 2015 |
Mark Loughridge | ||
/ S / SCOTT C . MALPASS * | Trustee | December 21, 2015 |
Scott C. Malpass | ||
/ S / A NDRÉ F. P EROLD * | Trustee | December 21, 2015 |
André F. Perold | ||
/ S / P ETER F. V OLANAKIS * | Trustee | December 21, 2015 |
Peter F. Volanakis | ||
/ S / T HOMAS J. H IGGINS * | Chief Financial Officer | December 21, 2015 |
Thomas J. Higgins |
*By: /s/ Heidi Stam
Heidi Stam, pursuant to a Power of Attorney filed on April 22, 2014, see File Number 2-17620, Incorporated by Reference.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 1 st day of March, 2015, between Vanguard Scottsdale Funds , a Delaware statutory trust (the Trust), and Cardinal Capital Management L.L.C. (the Advisor), a Delaware limited liability company.
W I T N E S S E T H
WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Trust offers a series of shares known as Vanguard Explorer Value Fund (the Fund); and
WHEREAS, the Trust retained the Advisor to render investment advisory services to the Fund under an Investment Advisory Agreement dated as of March 1, 2010, which was amended March 1, 2014 (collectively, the Prior Agreement); and
WHEREAS, the Trust desires to amend and restate the Prior Agreement in its entirety, and the Advisor is willing to render investment advisory services to the Fund in accordance with such amendments.
NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in this Agreement, the Trust and the Advisor hereby agree as follows:
1. Appointment of Advisor. The Trust hereby employs the Advisor as investment advisor, on the terms and conditions set forth herein, for the portion of the assets of the Fund that the Trusts Board of Trustees (the Board of Trustees) determines in its sole discretion to assign to the Advisor from time to time (referred to in this Agreement as the Cardinal Portfolio), as communicated to the Advisor on behalf of the Board of Trustees by The Vanguard Group, Inc. (Vanguard). The Board of Trustees may, from time to time, make additions to, and withdrawals from, the assets of the Fund assigned to the Advisor. The Advisor accepts such employment and agrees to render the services herein set forth, for the compensation herein provided.
2. Duties of Advisor. The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Cardinal Portfolio; to continuously review, supervise, and administer an investment program for the Cardinal Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund with all records concerning the activities of the Advisor that the Fund is required to maintain; and to render regular reports to the Trusts officers and the Board of Trustees concerning the discharge of the foregoing responsibilities. The Advisor will discharge the foregoing responsibilities subject to the supervision and oversight of the Trusts officers and the Board of Trustees, and in compliance with the objective, policies, and limitations set forth in the Funds prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Advisor in writing, and applicable laws and regulations. The Advisor agrees to provide, at its own expense, the office space, furnishings and equipment, and personnel required by it to perform the services on the terms and for the compensation provided herein.
3. Securities Transactions. The Advisor is authorized to select the brokers or dealers that will execute purchases and sales of securities for the Cardinal Portfolio, and is directed to seek to obtain best execution for such transactions, consistent with Section 28(e) of the Securities Exchange Act of 1934. In selecting brokers or dealers to execute trades for the Cardinal Portfolio, the Advisor will comply
with all applicable statutes, rules, interpretations by the U.S. Securities and Exchange Commission or its staff, other applicable law, and the written policies and procedures established by the Board of Trustees and communicated to the Advisor in writing.
4. Compensation of Advisor. For services to be provided by the Advisor pursuant to this Agreement, the Fund will pay to the Advisor, and the Advisor agrees to accept as full compensation therefor, an investment advisory fee consisting of a base fee plus a performance adjustment at the rates specified in Schedule A to this Agreement, payable quarterly in arrears.
5. Reports. The Fund and the Advisor agree to furnish to each other current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request, including, but not limited to, information about changes in investment officers of the Advisor who are responsible for managing the Cardinal Portfolio.
6. Compliance. The Advisor agrees to comply with all Applicable Law and all policies, procedures or reporting requirements that the Board of Trustees reasonably adopts and communicates to the Advisor in writing, including, without limitation, any such policies, procedures, or reporting requirements relating to soft dollar or other brokerage arrangements. Applicable Law means (i) the federal securities laws as defined in Rule 38a-1(e)(1) under the 1940 Act, as amended from time to time, and (ii) any and all other laws, rules, and regulations, whether foreign or domestic, in each case applicable at any time and from time to time to the investment management operations of the Advisor in relation to the Cardinal Portfolio.
7. Status of Advisor. The services of the Advisor to the Fund are not to be deemed exclusive, and the Advisor will be free to render similar services to others so long as its services to the Fund are not impaired thereby. The Advisor will be deemed to be an independent contractor and will, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund or the Trust.
8. Liability of Advisor. No provision of this Agreement will be deemed to protect the Advisor against any liability to the Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Limitations on Consultations. The Advisor is prohibited from consulting with other advisors of the Fund, except Vanguard, concerning transactions for the Fund in securities or other assets.
10. Duration; Termination; Notices; Amendment. This Agreement will become effective on the date hereof and will continue in effect for a period of two years thereafter, and shall continue in effect for successive twelve-month periods thereafter, only so long as each such continuance specifically is approved at least annually by the Board of Trustees, including a majority of those Trustees who are not parties to such Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. In addition, the question of continuance of the Agreement may be presented to the shareholders of the Fund; in such event, such continuance will be effected only if approved by the affirmative vote of a majority of the outstanding voting securities of the Fund.
Notwithstanding the foregoing, however, (i) this Agreement may at any time be terminated without payment of any penalty either by vote of the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund, on thirty days written notice to the Advisor, (ii) this Agreement will automatically terminate in the event of its assignment, and (iii) this Agreement may be
2
terminated by the Advisor on ninety days written notice to the Fund. Any notice under this Agreement will be given in writing, addressed and delivered, or mailed postpaid, to the other party as follows:
If to the Fund, at:
Vanguard Explorer Value Fund
P.O. Box 2600
Valley Forge, PA 19482
Attention: Sean P. Hagerty
Telephone: 610-669-4617
Facsimile: 610-503-5855
If to the Advisor, at:
Cardinal Capital Management L.L.C.
Four Greenwich Office Park
Greenwich, CT 06831
Attention: Tom Spelman
Telephone: 203-863-8990
Facsimile: 203-861-4112
This Agreement may be amended by mutual consent, but the consent of the Trust must be approved (i) by a majority of those members of the Board of Trustees who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such amendment, and (ii) to the extent required by the 1940 Act, by a vote of a majority of the outstanding voting securities of the Fund.
As used in this Section 10, the terms assignment, interested persons, and vote of a majority of the outstanding voting securities will have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section 2(a)(42) of the 1940 Act.
11. Severability. If any provision of this Agreement will be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement will not be affected thereby.
12. Confidentiality. The Advisor shall keep confidential any and all information obtained in connection with the services rendered hereunder and relating directly or indirectly to the Fund, the Trust, or Vanguard and shall not disclose any such information to any person other than the Trust, the Board of Trustees, Vanguard, and any director, officer, or employee of the Trust or Vanguard, except (i) with the prior written consent of the Trust, (ii) as required by law, regulation, court order or the rules or regulations of any self-regulatory organization, governmental body, or official having jurisdiction over the Advisor, or (iii) for information that is publicly available other than due to disclosure by the Advisor or its affiliates or becomes known to the Advisor from a source other than the Trust, the Board of Trustees, or Vanguard.
13. Proxy Policy. The Advisor acknowledges that Vanguard, at the direction of the Fund, will vote the shares of all securities that are held by the Fund.
14. Governing Law. All questions concerning the validity, meaning, and effect of this Agreement shall be determined in accordance with the laws (without giving effect to the conflict-of-law principles thereof) of the State of Delaware applicable to contracts made and to be performed in that state.
3
IN WITNESS WHEREOF, the parties hereto have caused this Investment Advisory Agreement to be executed as of the date first set forth herein.
Cardinal Capital Management L.L.C. | Vanguard Scottsdale Funds |
/s/ Robert B. Kirkpatrick | /s/ F. William McNabb |
Signature | Signature |
Robert B. Kirkpatrick | F. William McNabb |
Print Name | Print Name |
4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A (the Registration Statement) of our reports dated October 12, 2015, relating to the financial statements and financial highlights appearing in the August 31, 2015 Annual Reports to Shareholders of Vanguard Explorer Value Fund, Vanguard Short-Term Government Bond Index Fund, Vanguard Intermediate-Term Government Bond Index Fund, Vanguard Long-Term Government Bond Index Fund, Vanguard Short-Term Corporate Bond Index Fund, Vanguard Intermediate-Term Corporate Bond Index Fund, Vanguard Long-Term Corporate Bond Index Fund, Vanguard Mortgage-Backed Securities Index Fund, Vanguard Russell 1000 Index Fund, Vanguard Russell 1000 Value Index Fund and Vanguard 1000 Growth Index Fund, and of our reports dated October 15, 2015, relating to the financial statements and financial highlights appearing in the August 31, 2015 Annual Reports to Shareholders of Vanguard Russell 2000 Index Fund, Vanguard Russell 2000 Value Index Fund, Vanguard Russell 2000 Growth Index Fund and Vanguard Russell 3000 Index Fund (comprising Vanguard Scottsdale Funds) which reports are also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading Financial Highlights in the Prospectuses and under the headings Financial Statements and Service ProvidersIndependent Registered Public Accounting Firm in the Statement of Additional Information.
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
December 21, 2015
VANGUARD FUNDS
MULTIPLE CLASS PLAN
I. INTRODUCTION
This Multiple Class Plan (the Plan) describes six separate classes of shares that may be offered by investment company members of The Vanguard Group (collectively the Funds, individually a Fund). The Plan explains the separate arrangements for each class, how expenses are allocated to each class, and the conversion features of each class. Each Fund may offer any one or more of the specified classes.
The Plan has been approved by the Board of Directors of The Vanguard Group (Vanguard). In addition, the Plan has been adopted by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of each Fund. The classes of shares offered by each Fund are designated in Schedule A hereto, as such Schedule may be amended from time to time.
II. SHARE CLASSES
A Fund may offer any one or more of the following share classes:
Investor Shares
AdmiralShares
Institutional Shares
Institutional Plus Shares
ETF Shares
Transition Shares
III. DISTRIBUTION, AVAILABILITY AND ELIGIBILITY
Distribution arrangements for all classes are described below. Distribution arrangements vary by Vanguard business line depending on the eligibility of the client segments to whom they market. Vanguard retains sole discretion in determining share class availability, and whether Fund shares shall be offered either directly or through certain financial intermediaries, or on certain financial intermediary platforms. Eligibility requirements for purchasing shares of each class will differ, as follows:
A. Investor Shares
Investor Shares generally will be available to investors who are not permitted to purchase other classes of shares, subject to the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for
1
Investor Shares will be substantially lower than the amount required for any other class of shares. Investor Shares are typically distributed by all Vanguard business lines.
B. Admiral Shares
Admiral Shares generally will be available to individual, institutional, and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. These eligibility requirements may include, but are not limited to the following factors: (i) the total amount invested the Fund; or (ii) any other factors deemed appropriate by a Funds Board of Trustees. Admiral Shares are typically distributed by all Vanguard business lines.
C. Institutional Shares
Institutional Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount per account for Institutional Shares will be substantially higher than the amounts required for Investor Shares or Admiral Shares. Institutional Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
D. Institutional Plus Shares
Institutional Plus Shares generally will be available to institutional and other investors who meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. It is expected that the minimum investment amount for Institutional Plus Shares will be substantially higher than the amount required for any other class of the Funds shares. Institutional Plus Shares are typically distributed by Vanguards financial advisory services and institutional business lines.
E. ETF Shares
A Fund will sell ETF Shares to investors that are (or who purchase through) Authorized Participants, and who pay for their ETF shares by depositing a prescribed basket of securities rather than paying cash. An Authorized Participant is an institution, usually a broker-dealer, that is a participant in the Depository Trust Company (DTC) and that has executed a Participant Agreement with the Funds distributor. Additional eligibility requirements may be specified in Schedule B hereto, as such Schedule may be amended from time to time. Investors who are not Authorized Participants may buy and sell ETF shares through various exchanges and market centers. ETF Shares are typically distributed by all Vanguard business lines.
2
F. Transition Shares
Transition Shares generally will be available solely to Vanguard funds-of-funds that meet the eligibility requirements specified in Schedule B hereto, as such Schedule may be amended from time to time. Transition Shares are only internally distributed.
IV. SERVICE ARRANGEMENTS
All share classes will receive a range of services provided by Vanguard on a per account basis. These account-based services may include transaction processing and shareholder recordkeeping, as well as the mailing of updated prospectuses, shareholder reports, tax statements, confirmation statements, quarterly portfolio summaries, and other items. It is expected that the aggregate amount of account-based services provided to Investor Shares will materially exceed the amount of such services provided to any other class, due to the existence of many more accounts holding Investor Shares. In addition to this difference in the volume of services provided, arrangements will differ among the classes as follows:
A. Investor Shares
Investor Shares generally will receive the most basic level of service from Vanguard. Investor Shares generally will be serviced through a pool of Vanguard client service representatives.
B. Admiral Shares
Admiral Shares will receive a different level of service from Vanguard as compared to Investor Shares. Special client service representatives may be assigned to service Admiral Shares, and holders of such shares may from time to time receive special mailings and unique additional services.
C. Institutional Shares
Institutional Shares will receive from Vanguard a level of service that differs from the service provided to the holders of shares of other classes. Such services may include special client service representatives who will be assigned to service Institutional Shares. Most holders of Institutional Shares periodically will receive special investment updates from Vanguards investment staff. Holders of Institutional Shares also may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporations FundSERV system and other special servicing platforms for institutional investors.
D. | Institutional Plus Shares |
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Institutional Plus Shares generally will receive a very high level of service from Vanguard as compared to any other share classes. Special client service representatives will be assigned to service Institutional Plus Shares, and most holders of such shares periodically, but more than the holders of all other shares, will receive special updates from Vanguard’s investment staff. Holders of Institutional Plus Shares may receive unique additional services from Vanguard, and generally will be permitted to transact with Vanguard through the National Securities Clearing Corporation’s FundSERV system and other special servicing platforms for institutional investors.
E. ETF Shares
A Fund is expected to maintain only one shareholder of record for ETF
Shares - DTC or its nominee. Special client service representatives will be assigned to the DTC account, and all transactions on this account will be handled electronically. Due to the nature and purpose of the DTC account, ETF Shares will not receive any special updates from Vanguard’s investment staff.
F. Transition Shares
The only investors eligible to own Transition Shares are Vanguard funds-of-funds, and it is expected that such funds, because of the nature of Transition Shares, will own the shares only for the brief periods necessary to complete the relevant portfolio transitions. The level of service provided will be commensurate with the needs of a fund-of-funds transitioning from one underlying fund to another.
V. CONVERSION FEATURES
A. Self-Directed Conversions
1. Conversion into Investor Shares, Admiral Shares, Institutional Shares, and Institutional Plus 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 shareholder’s accounts, such conversions may require the assistance of a Vanguard representative. Shareholders may convert from one share class into another share class provided that following the conversion the shareholder: (i) meets the then applicable eligibility requirements for the share class into which they are converting; and (ii) receives services consistent with such new share class. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguard’s receipt of the shareholder’s request in good order.
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2. Conversion into ETF Shares. Except as otherwise provided, a shareholder may convert Investor Shares, Admiral Shares, or Institutional Shares into ETF Shares of the same fund (if available), provided that: (i) the share class out of which the shareholder is converting and the ETF Shares declare and distribute dividends on the same schedule; (ii) the shares to be converted are not held through an employee benefit plan; and (iii) following the conversion, the shareholder will hold ETF
Shares through a brokerage account. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguards receipt of the shareholders request in good order. Vanguard or the Fund may charge an administrative fee to process conversion transactions.
B. Automatic Conversions
1. Automatic conversion into Admiral Shares. Vanguard may automatically convert Investor Shares into Admiral Shares of the same fund (if available), provided that following the conversion the shareholder: (i) meets the eligibility requirements for Admiral Shares; and (ii) receives services consistent with Admiral Shares. Any such conversion will occur at the respective net asset values of the share classes next calculated after Vanguards conversion without the imposition of any charge. Such automatic conversions may occur on a periodic, or one-time basis. Automatic conversions may occur at different times due to the differing mechanisms through which an account is funded or meets the required investment minimum. Automatic conversions do not apply to certain types of accounts (e.g., accounts held through certain intermediaries, or other accounts as may be excluded by Vanguard management).
2. Automatic conversion into Institutional Shares or Institutional Plus Shares. Vanguard may conduct automatic conversions of any share class into either Institutional Shares or Institutional Plus Shares in accordance with then-current eligibility requirements.
C. Involuntary Conversions and Cash Outs
1. Cash Outs. If a shareholder in any class of shares no longer meets the eligibility requirements for such shares, the Fund may cash out the shareholders remaining account balance. Any such cash out will be preceded by written notice to the shareholder and will be subject to the Funds normal redemption fees, if any.
2. Conversion of Admiral Shares, Institutional Shares, and Institutional Plus Shares. If a shareholder no longer meets the eligibility requirements for the share class currently held, the Fund may convert the shareholders holdings into the share class for which such shareholder is eligible. Any such conversion will be preceded by written notice to the
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shareholder, and will occur at the respective net asset values of the share classes without the imposition of any sales load, fee, or other charge.
3. Conversions of Transition Shares. When a Fund that issues Transition Shares has completed the relevant portfolio transition, the Fund will convert the Transition Shares to another share class of the same Fund as appropriate, based on the eligibility requirements of such class as specified in Schedule B hereto, as such Schedule may be amended from time to time.
VI. EXPENSE ALLOCATION AMONG CLASSES
A. Background
Vanguard is a jointly-owned subsidiary of the Funds. Vanguard provides the Funds, on an at-cost basis, virtually all of their corporate management, administrative and distribution services. Vanguard also may provide investment advisory services on an at-cost basis to the Funds. Vanguard was established and operates pursuant to a Funds Service Agreement between itself and the Funds (the Agreement), and pursuant to certain exemptive orders granted by the U.S.
Securities and Exchange Commission (Exemptive Orders). Vanguards direct and indirect expenses of providing corporate management, administrative and distribution services to the Funds are allocated among such funds in accordance with methods specified in the Agreement. 1
B. Class Specific Expenses
1. Expenses for Account-Based Services. Expenses associated with Vanguards provision of account-based services to the Funds will be allocated among the share classes of each Fund on the basis of the amount incurred by each such class as follows:
(a) Account maintenance expenses. Expenses associated with the maintenance of investor accounts will be proportionately allocated among each Funds share classes based upon a monthly determination of the costs to service each class of shares. Factors considered in this determination are (i) the percentage of total shareholder accounts represented by each class; (ii) the percentage of total account transactions performed by Vanguard for each class; and (iii) the percentage of new accounts opened for each class.
1 In accordance with the Agreement and Board approved methodologies, the expenses that would otherwise have been allocated to each Vanguard Fund of Funds are reallocated to the approve share class of the underlying funds in the Fund of Funds portfolio on a pro rata basis based on that Fund of Funds relative net assets invested in the underlying funds share class.
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(b) Expenses of special servicing arrangements.
Expenses relating to any special servicing arrangements for a specific class will be proportionally allocated among each eligible Funds share classes primarily based on their percentage of total shareholder accounts receiving the special servicing arrangements.
(c) Literature production and mailing expenses.
Expenses associated with shareholder reports, proxy materials and other literature will be allocated among each Funds share classes based upon the number of such items produced and mailed for each class.
2. Other Class Specific Expenses. Expenses for the primary benefit of a particular share class will be allocated to that share class. Such expenses would include any legal fees attributable to a particular class.
C. Fund-Wide Expenses
1. Marketing and Distribution Expenses. Each share class will bear marketing and distribution expenses proportionate to the marketing and distribution expenses of the business lines that distribute that share class. Retail and institutional businesses expenses will be allocated based on the percentage of client accounts in each share class serviced by the respective business. Financial advisory service expenses will be apportioned based on the percentage of assets in each share class.
Expenses associated with each share class will be allocated only among the Funds that have such share class according to the Vanguard Modified Formula, with each share class or each Fund treated as if it were a separate Fund. The Vanguard Modified Formula is set forth in the Agreement and in certain of the SEC Exemptive Orders. This allocation has been deemed an appropriate allocation methodology by each Funds Board of Trustees under paragraph (c)(1)(v) of Rule 18f-3 under the Investment Company Act of 1940.
2. Asset Management Expenses. Expenses associated with management of a Funds assets (including all advisory, tax preparation and custody fees) will be allocated among the Funds share classes on the basis of their relative net assets.
3. Other Fund Expenses. Any other Fund expenses not described above will be allocated among the share classes on the basis of their relative net assets.
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VII. ALLOCATION OF INCOME, GAINS AND LOSSES
Income, gains and losses will be allocated among each Funds share classes on the basis of their relative net assets. As a result of differences in allocated expenses, it is expected that the net income of, and dividends payable to, each class of shares will vary. Dividends and distributions paid to each class of shares will be calculated in the same manner, on the same day and at the same time.
VIII. VOTING AND OTHER RIGHTS
Each share class will have: (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its service or distribution arrangements; and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of the other class; and (iii) in all other respects the same rights, obligations and privileges as each other, except as described in the Plan.
IX. AMENDMENTS
All material amendments to the Plan must be approved by a majority of the Board of Trustees of each Fund, including a majority of the Trustees who are not interested persons of the Fund. In addition, any material amendment to the Plan must be approved by the Board of Directors of Vanguard.
Original Board Approval: July 21, 2000
Last Approved by Board: March 20, 2015
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SCHEDULE A to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Note: Transition Shares, when offered by a Fund, are available for a limited period of time and are then converted into another share class. For this reason, Transition Shares are not shown on Schedule A.
Vanguard Fund | Share Classes Authorized | |
Vanguard Admiral Funds | ||
· | Treasury Money Market Fund | Investor |
· | S&P 500 Value Index Fund | Institutional, ETF |
· | S&P 500 Growth Index Fund | Institutional, ETF |
· | S&P MidCap 400 Index Fund | Institutional, ETF |
· | S&P MidCap 400 Value Index Fund | Institutional, ETF |
· | S&P MidCap 400 Growth Index Fund | Institutional, ETF |
· | S&P SmallCap 600 Index Fund | Institutional, ETF |
· | S&P SmallCap 600 Value Index Fund | Institutional, ETF |
· | S&P SmallCap 600 Growth Index Fund | Institutional, ETF |
Vanguard Bond Index Funds | ||
· | Short-Term Bond Index Fund | Investor, Admiral, Institutional, |
Institutional Plus, ETF | ||
· | Intermediate-Term Bond Index Fund | Investor, Admiral, Institutional, Institutional |
Plus, ETF | ||
· | Long-Term Bond Index Fund | Investor, Institutional, Institutional Plus, |
ETF | ||
· | Total Bond Market Index Fund | Investor, Admiral, Institutional, Institutional |
Plus, ETF | ||
· | Total Bond Market II Index Fund | Investor, Institutional |
· | Inflation-Protected Securities Fund | Investor, Admiral, Institutional |
Vanguard California Tax-Free Funds | ||
· | Tax-Exempt 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, ETF |
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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 |
· | 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 |
Vanguard Convertible Securities Fund | Investor | |
Vanguard Explorer Fund | Investor, Admiral | |
Vanguard Fenway Funds | ||
· | Equity Income Fund | Investor, Admiral |
· | Growth Equity Fund | Investor |
· | PRIMECAP Core Fund | Investor |
Vanguard Fixed Income Securities Funds | ||
· | Ultra-Short-Term Bond Fund | Investor, Admiral |
· | Short-Term Treasury Fund | Investor, Admiral |
· | Short-Term Federal Fund | Investor, Admiral |
· | Short-Term Investment-Grade Fund | Investor, Admiral, Institutional |
· | Intermediate-Term Treasury Fund | Investor, Admiral |
· | Intermediate-Term Investment-Grade Fund | Investor, Admiral |
· | GNMA Fund | Investor, Admiral |
· | Long-Term Treasury Fund | Investor, Admiral |
· | Long-Term Investment-Grade Fund | Investor, Admiral |
· | High-Yield Corporate Fund | Investor, Admiral |
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Vanguard Fund | Share Classes Authorized | ||
Vanguard Massachusetts Tax-Exempt Funds | |||
· | Massachusetts Tax-Exempt Fund | Investor | |
Vanguard Money Market Funds | |||
· | Prime Money Market Fund | Investor, Admiral | |
· | Federal Money Market Fund | Investor | |
Vanguard Morgan Growth Fund | Investor, Admiral | ||
Vanguard Montgomery Funds | |||
· | Market Neutral Fund | Investor, Institutional | |
Vanguard Municipal Bond Funds | |||
· | Tax-Exempt 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 | |||
· | Tax-Exempt Money Market Fund | Investor | |
· | Long-Term Tax-Exempt Fund | Investor, Admiral | |
Vanguard New York Tax-Free Funds | |||
· | Tax-Exempt Money Market Fund | Investor | |
· | Long-Term Tax-Exempt Fund | Investor, Admiral | |
Vanguard Ohio Tax-Free Funds | |||
· | Tax-Exempt Money Market Fund | Investor | |
· | Long-Term Tax-Exempt Fund | Investor | |
Vanguard Pennsylvania Tax-Free Funds | |||
· | Tax-Exempt Money Market Fund | Investor | |
· | Long-Term Tax-Exempt Fund | Investor, Admiral | |
Vanguard Quantitative Funds | |||
· | Growth and Income Fund | Investor, Admiral | |
Vanguard Scottsdale Funds | |||
· | Short-Term Government Bond Index Fund | Institutional, Admiral, ETF | |
· | Intermediate-Term Government Bond Index Fund | Institutional, Admiral, ETF | |
· | Long-Term Government Bond Index Fund | Institutional, Admiral, ETF | |
· | Short-Term Corporate Bond Index Fund | Institutional, Admiral, ETF | |
· | Intermediate-Term Corporate Bond Index Fund | Institutional, Admiral, ETF | |
· | Long-Term Corporate Bond Index Fund | Institutional, Admiral, ETF |
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Vanguard Fund | Share Classes Authorized | |
Vanguard Variable Insurance Funds | ||
· | Balanced Portfolio | Investor |
· | Conservative Allocation Portfolio | Investor |
· | Diversified Value Portfolio | Investor |
· | Equity Income Portfolio | Investor |
· | Equity Index Portfolio | Investor |
· | Growth Portfolio | Investor |
· | Total Bond Market Index Portfolio | Investor |
· | High Yield Bond Portfolio | Investor |
· | International Portfolio | Investor |
· | Mid-Cap Index Portfolio | Investor |
· | Moderate Allocation Portfolio | Investor |
· | Money Market Portfolio | Investor |
· | REIT Index Portfolio | Investor |
· | Short-Term Investment Grade Portfolio | Investor |
· | Small Company Growth Portfolio | Investor |
· | Capital Growth Portfolio | Investor |
· | Total Stock Market Index Portfolio | Investor |
Vanguard Wellesley Income Fund | Investor, Admiral | |
Vanguard Wellington Fund | Investor, Admiral | |
Vanguard Whitehall Funds | ||
· | Selected Value Fund | Investor |
· | Mid-Cap Growth Fund | Investor |
· | International Explorer Fund | Investor |
· | High Dividend Yield Index Fund | Investor, ETF |
· | Emerging Markets Government | |
Bond Index Fund | Investor, Admiral, Institutional, ETF | |
· | Vanguard Global Minimum Volatility Fund | Investor, Admiral |
Vanguard Windsor Funds | ||
· | Windsor Fund | Investor, Admiral |
· | Windsor II | Investor, Admiral |
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Original Board Approval: July 21, 2000 Last Updated: December 14, 2015
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SCHEDULE B to
VANGUARD FUNDS MULTIPLE CLASS PLAN
Vanguard has policies and procedures designed to ensure consistency and compliance with the offering of multiple classes of shares within this Multiple Class Plans eligibility requirements. 2 These policies are reviewed and monitored on an ongoing basis in conjunction with Vanguards Compliance Department.
Investor Shares - Eligibility Requirements
Investor Shares generally require a minimum initial investment and ongoing account balance of $3,000. A Vanguard Fund may, from time to time, establish higher or lower minimum amounts for Investor Shares. Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Admiral Shares Eligibility Requirements
Admiral Shares generally are intended for clients who meet the required minimum initial investment and ongoing account balance of $10,000 for retail clients in index funds and $50,000 for retail clients in actively managed funds. Retail managed clients and financial intermediary and other institutional clients may hold Admiral Shares of both index and actively managed funds without restriction. Vanguard Funds may, from time to time, establish higher or lower minimum amounts for Admiral Shares and Vanguard reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Admiral Share class eligibility also is subject to the following rule:
Institutional Shares Eligibility Requirements
Institutional Shares generally require a minimum initial investment and ongoing account balance of $5,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors. Institutional Share class eligibility also is subject to the following special rules:
2 The eligibility of a Vanguard Fund of Funds to invest in a particular share class of an underlying Vanguard fund is determined by Vanguard and the Board in accordance with the allocation methodology referenced in Section VI.
1
·
Financial intermediary clients
. Financial intermediaries generally may hold
Institutional Shares for the benefit of their underlying clients provided that:
(1) each underlying investor individually meets the investment minimum
amount described above; and
(2) the financial intermediary agrees to monitor ongoing compliance of the
underlying investor accounts with the investment minimum amount; or
(3) a sub-accounting arrangement between Vanguard and the financial
intermediary allows Vanguard to monitor compliance with the eligibility
requirements established by Vanguard.
·
Institutional clients
. Institutional clients, including but not limited to defined
benefit and contribution plan clients, endowments, and foundations may hold
Institutional Shares if the total amount aggregated among all accounts held by
such client (including accounts held through financial intermediaries) and
invested in the Fund is at least $5 million (or such higher minimum required
by the individual fund). Such institutional clients must disclose to Vanguard
on behalf of their accounts the following: (1) that each account has a common
decision-maker; and (2) the total balance in each account held by the client in
the Fund.
·
Investment by Vanguard Target Retirement Collective Trust.
A Vanguard
Target Retirement Trust that is a collective trust exempt from regulation under
the Investment Company Act and that seeks to achieve its investment
objective by investing in underlying Vanguard Funds (a TRT) may hold
Institutional Shares of an underlying Fund whether or not its investment meets
the minimum investment threshold specified above.
·
Accumulation Period
¾
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 Vanguard management determines that the account will
become eligible for Institutional Shares within a limited period of time
(generally 90 days). The accumulation period eligibility is subject to the
discretion of Vanguard management.
Institutional Plus Shares - Eligibility Requirements
Institutional Plus Shares generally require a minimum initial investment and ongoing account balance of $100,000,000. However, Vanguard also reserves the right to establish higher or lower minimum amounts for certain investors or a group of investors.
Institutional Plus Share class eligibility also is subject to the following special rules:
· Individual clients . Individual clients may hold Institutional Plus Shares by aggregating up to 3 accounts held by the same client (same tax I.D. number) in a single Fund. For purposes of this rule, Vanguard management is
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authorized to permit aggregation of a greater number of accounts in the case
of clients whose aggregate assets within the Vanguard Funds are expected to
generate substantial economies in the servicing of their accounts.
·
Institutional clients
. Institutional clients, including but not limited to defined
benefit and contribution plan clients, endowments, and foundations may hold
Institutional Plus Shares if the total amount aggregated among all accounts
held by such client (including accounts held through financial intermediaries)
and invested in the Fund is at least $100 million (or such higher or lower
minimum required by the individual fund). Such institutional clients must
disclose to Vanguard on behalf of their accounts the following: (1) that each
account has a common decision-maker; and (2) the total balance in each
account held by the client in the Fund.
·
Financial intermediary clients.
Financial intermediaries generally may hold
Institutional Plus Shares for the benefit of their underlying clients provided
that:
(1) each underlying investor individually meets the investment minimum
amount described above; and
(2) the financial intermediary agrees to monitor ongoing compliance of the
underlying investor accounts with the investment minimum amount; or
(3) a sub-accounting arrangement between Vanguard and the financial
intermediary allows Vanguard to monitor compliance with the eligibility
requirements established by Vanguard.
·
Accumulation Period
- Accounts funded through regular contributions e.g.
employer sponsored participant contribution plans), whose assets are expected
to quickly achieve eligibility levels, may qualify for Institutional Plus Shares
upon account creation, rather than undergoing the conversion process shortly
after account set-up if Vanguard management determines that the account will
become eligible for Institutional Plus Shares within a limited period of time
(generally 90 days). The accumulation period eligibility is subject to the
discretion of Vanguard management.
·
Asset Allocation Models
- Vanguard clients with defined asset allocation
models whose assets meet eligibility requirements may qualify for
Institutional Plus Shares if such models comply with policies and procedures
that have been approved by Vanguard management.
ETF Shares Eligibility Requirements
The eligibility requirements for ETF Shares will be set forth in the Funds Registration Statement. To be eligible to purchase ETF Shares directly from a Fund, an investor must be (or must purchase through) an Authorized DTC Participant, as defined in Paragraph III.D of the Multiple Class Plan. Investors purchasing ETF Shares from a Fund must
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purchase a minimum number of shares, known as a Creation Unit. The number of ETF Shares in a Creation Unit may vary from Fund to Fund, and will be set forth in the relevant prospectus. The value of a Fund's Creation Unit will vary with the net asset value of the Funds ETF Shares, but is expected to be several million dollars. An eligible investor generally must purchase a Creation Unit by depositing a prescribed basket of securities with the Fund, rather than paying cash.
Transition Shares Eligibility Requirements
Transition Shares will be offered only to Vanguard funds-of-funds and only by an underlying fund of a Vanguard fund-of-funds (i) that is receiving assets in kind from one or more funds-of-funds and (ii) that will transition those in-kind assets by selling some or all of them and using the proceeds to purchase different assets. There is no minimum investment amount for Transition Shares.
Original Board Approval: July 21, 2000
Last Approved by Board: October 27, 2014
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Cardinal Capital Management, L.L.C.
Code of Ethics
February 2014
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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS FOR U.S. REGISTERED INVESTMENT COMPANIES INTRODUCTION
This Code of Ethics (the Code) has been adopted by Cardinal Capital Management, L.L.C. (Adviser) with respect to Advisers investment advisory services to all of its clients, including each client that is a U.S. registered investment company or series thereof (each a Client). The Code establishes standards and procedures for the detection and prevention of inappropriate personal securities transactions by persons having knowledge of the investments and investment intentions of a Client and addresses other situations involving a potential conflict of interest. Definitions of underlined terms are included in Appendix A.
This Code is intended to ensure that the personal securities transactions of persons subject to the Code are conducted in accordance with the following principles:
(i) | The duty at all times to place first the interests of Clients; |
(ii) | The requirement that all personal securities transactions be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals responsibility and position of trust; and |
(iii) | The fundamental standard that Adviser personnel not take inappropriate advantage of their positions. |
1. WHO IS COVERED BY THIS CODE
This Code applies to all directors, officers and employees of Adviser. Certain provisions apply only to Access Persons and Investment Personnel . Adviser forbids any director, officer and employee from engaging in any conduct which is contrary to this Code or Advisers Insider Trading Policy and Related Procedures. All Access Persons are subject to the Codes restrictions and requirements regarding opening securities accounts, effecting securities transactions, reporting securities transactions, maintaining information and documents in a confidential manner and other matters. This Code shall not apply to Cardinal Value Equity Partners, L. P. and Cardinal Mid-Cap Value Equity Partners, L. P., or to any other private investment partnership to which the adviser serves as general partner, provided that persons subject to this Code do not control any such private investment vehicle.
Failure to comply with this Code is a very serious matter and may result in disciplinary action, including, among other things, monetary fines, disgorgement of profits, and suspension or termination of employment.
It is Cardinals policy that every Cardinal employee shall report any violation or suspected violation of this Code of Ethics to the Chief Compliance Officer or any Cardinal
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Capital Managing Partner and be assured that there will be no negative repercussions as a result of the reporting.
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addition, in the case of Cardinals investment in a company (or active monitoring thereof) after its securities are owned by an employee or in the case of a new employee joining Cardinal and possessing securities in companies owned in the Cardinal portfolios, these securities will also be grandfathered. In addition, any security which, after an employee has purchased the security, subsequently is bought or merged for stock with a Cardinal portfolio company shall also be grandfathered as long as the employee purchased the security six months before the effective date of the merger. Any such sale of those grandfathered investments must still be preceded by obtaining prior written approval (as outlined in 2b) from the Compliance Officer. Approvals will also be valid for 24 hours from receipt. Approvals will be given only after the Compliance Officer has determined that the conditions in paragraph 2b exist. | |
e. | Short sales or purchases of put options on companies held in Cardinals portfolios are strictly prohibited. |
f. | All personal transactions in equity securities of companies currently not in Cardinal portfolios (or in open trading orders or actively followed) require only that notification of the transaction must be e-mailed to the Compliance Officer on the day of the transaction. |
It is the obligation of the employee to take timely and reasonable efforts to determine if the securities to be traded are in the Cardinal portfolio, pending on the trading desk or actively followed by Cardinal. | |
g. | With respect to all trades in the Northern Funds Multi-Manager Small Cap Fund, Russell Investment Company Russell U. S. Small Cap Equity Fund and the Vanguard Explorer Value Fund, of which Cardinal is an investment sub- advisor to each fund, notification of any purchases or sales of the Funds must be emailed to Tom Spelman before trading. |
Notwithstanding the above, any issues or questions not addressed specifically by the preceding should be brought to the attention of the Compliance Officer.
3. GIFT AND ENTERTAINMENT POLICY
The giving and receiving of gifts and entertainment should never create or appear to create a conflict of interest, interfere with the impartial fulfillment of our responsibilities to clients, or place Cardinal Capital in a difficult or compromising position. When in doubt seek guidance from a Cardinal Managing Partner. This gift and entertainment policy is an integral part of this Code of Ethics.
(a) | All Directors, Officers and Employees: | |
(i) | Gifts . A gift is defined as anything of value, whether object, service, or intangible that you receive without paying for it. No Partners or employees should accept or offer gifts of any kind from/to third parties except those gifts of a de minimis nature, which for the purposes of this policy shall be defined as valued at less than $100. Total value of aforementioned gifts should not exceed $200 exchanged per year per individual per third party entity. |
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(ii) Entertainment. Partners and employees may accept or offer business meals or entertainment from or to third parties. These entertainment events should not exceed a value of $300 per person per event without receiving approval from a Cardinal Managing Partner in advance.
(b) | Access Persons. In addition to the restrictions in Section 3(a), Access Persons | |
are | subject to the following restrictions: | |
(i) | Undue Influence. Access Persons shall not cause or attempt to cause any Client to purchase, sell or hold any security in a manner calculated to create any personal benefit to them and shall not recommend any securities transactions for a Client without having disclosed their interest, |
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Quarter, Access Persons must report the following information:
(i) | With respect to any transaction during the quarter in a Covered Security (whether or not publicly traded) in which the Access Person has, or by reason of such transaction acquired, any direct or indirect Beneficial Ownership : |
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(d) | Post-Trade Review Process. Following receipt of trade confirms and statements, | |
transactions | will be screened for violations of the Code, including the following: | |
(i) | Same day trades: transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Client for which they are an Access Person. | |
(ii) | Potential conflicts: transactions by Access Persons in securities , which, within the most recent 15 days, are or have been held by a Client or are being or have been considered by a Client or Adviser for purchase by a Client. | |
(iii) | Other activities: Transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code. | |
(e) | Submission to Investment Company Boards of Directors. The Review Officer | |
shall | annually prepare a written report to the Board of Directors of any Client that | |
is | a registered investment company that: | |
(i) | Describes any issues under this Code or its procedures since the last report to the Board of Directors, 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 Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code. |
7. POLITICAL CONTRIBUTIONS
No partner or employee, or their family members, should make a contribution in excess of $350 per election to any candidate for whom they are eligible to vote who would be directly or indirectly responsible for (or can influence the outcome of) the hiring of an investment adviser or has the power to appoint any person who is directly or indirectly responsible for (or can influence the outcome of) the hiring of an investment adviser, and $150 to other candidates. Any employee who wishes to make any political contribution (or whose family member wishes to make any political contribution) must seek pre-clearance from Cardinals Chief Compliance Officer.
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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS
APPENDIX A: DEFINITIONS
(a) | Access Person means: | |
(i) | Each managing member or officer of Adviser, any employee or agent of Adviser, or any company in a control relationship to Adviser who, in connection with the persons regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by a Client advised by Adviser, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and | |
(ii) | Any natural person in a control relationship to Adviser who obtains information concerning recommendations made to a Client by Adviser with regard to the purchase or sale of Covered Securities by the Client; | |
(b) | Act means the Investment Company Act of 1940, as amended. | |
(c) | Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the | |
Securities | Exchange Act of 1934, as amended, except that the determination of direct or | |
indirect | beneficial ownership shall apply to all Covered Securities which an Access | |
Person | owns or acquires. A beneficial owner of a security is any person who, directly or | |
indirectly, | through any contract, arrangement, understanding, relationship or otherwise, | |
has | or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, | |
to | profit or share in any profit derived from a transaction in the subject securities) in a | |
security. | ||
Indirect | pecuniary interest in a security includes securities held by a persons 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 (including adoptive | |
relationships). | ||
(d) | Control means the power to exercise a controlling influence over the management or | |
policies | of a company, unless this power is solely the result of an official position with | |
the | company. Ownership of 25% or more of a companys outstanding voting securities is | |
presumed | to give the holder thereof control over the company. This presumption may be | |
rebutted | by the Review Officer based upon the facts and circumstances of a given | |
situation. | ||
(e) | Covered Security means any security except: | |
(i) | Direct obligations of the Government of the United States; |
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sell.
(h) | Security held or to be acquired by the Client means | |
(i) | Any Covered Security which, with the most recent 15 days (x) is or has been held by the applicable Client or (y) is being or has been considered by the applicable Client or its investment adviser for purchase by the applicable Client; and | |
(ii) | Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security . |
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AP=Access Person; IP=Investment Personnel
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CARDINAL CAPITAL MANAGEMENT, L.L.C.
CODE OF ETHICS
ATTACHMENT A
ACKNOWLEDGEMENT
I understand that I am subject to the Code of Ethics of Cardinal Capital Management, L.L.C. (Adviser). I have read and I understand the Adviser Code of Ethics and I certify that I have complied with the requirements of the Code of Ethics and I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code of Ethics.
2-28-2014 | |
Signature | Date |
_____________________________________ Printed Name
This form must be completed and return to Advisers Compliance Department.
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FRONTIER CAPITAL MANAGEMENT COMPANY, LLC
CODE OF ETHICS
Updated June 2014
This is the Code of Ethics (the Code) of Frontier Capital Management Company, LLC (the "Firm", FCMC or Frontier).
Things You Need to Know to Use This Code
1. Certain terms have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms which are defined at the end of the Code.
2. For purposes of this Code, all employees are deemed to be Access Persons. The Firm, at the Chief Compliance Officers discretion, may also subject certain individuals, including interns, co-ops, temporary employees, contract employees or independent contractors to any part or all of the Firms Code of Ethics and its requirements.
3. There are a number of Reporting Forms that all personnel and Access Persons who are not personnel have to fill out under this Code. You can get copies of the Reporting Forms from the Chief Compliance Officer.
4. The Chief Compliance Officer has the authority to grant written waivers of the provisions of this Code in appropriate instances. However:
PART I
A.
General Principles
The Firm expects all personnel to comply with the spirit of the Code, as well as the specific rules contained in the Code.
The Firm treats violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, the Firm may take disciplinary measures against you.
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Improper trading activity can constitute a violation of this Code. You can also violate this Code by failing to file required reports, or by making inaccurate or misleading reports or statements concerning trading activity or securities accounts. Your conduct can violate this Code even if no clients are harmed by your conduct.
If you have any doubt or uncertainty about what this Code requires or permits, you should ask the Chief Compliance Officer. Please do not guess at the answer.
B. Conflicts of Interest
As a fiduciary, Frontier has an affirmative duty of loyalty, honesty, and good faith to act in the best interests of our clients. A conflict of interest occurs when the personal interest of an employee interferes (or could potentially interfere) with the employees responsibilities to Frontier and our clients. Frontier strives to identify and avoid conflicts of interest with clients and to fully disclose all material facts concerning any conflict that does arise with respect to any client. All employees should strive to avoid conflicts of interest and any situation that may have the appearance of a conflict or impropriety.
1. | Conflicts among Client Interests. Access Persons are prohibited from inappropriate favoritism of one client over another client that would constitute a breach of fiduciary duty. |
2. | Competing with Client Trades. Access Persons are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally (directly or indirectly) as a result of such transactions, including by purchasing or selling such securities. Conflicts raised by personal securities transactions also are addressed more specifically below. |
3. | Disclosure of personal interest. Access Persons are prohibited from recommending, implementing or considering any securities transaction for a client without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer. |
If the Chief Compliance Officer deems the disclosed interest to present a material conflict, he will approve and sign off on any decision-making process regarding the securities of that issuer. This provision applies in addition to Frontiers quarterly and annual personal securities reporting requirements. | |
4. | Referrals/Brokerage. Access Persons are required to act in the best interests of Frontiers clients regarding execution and other costs paid by clients for brokerage services. Access Persons must strictly adhere to Frontiers policies and procedures regarding brokerage (including best execution, soft dollars, and directed brokerage). |
5. | Vendors and Suppliers. Access Persons must disclose to the Chief Compliance Officer any personal investments or other interests in vendors or suppliers with respect to which that person negotiates or makes decisions on behalf of the Firm. The |
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Chief Compliance Officer in his sole discretion may prohibit an Access Person with such interest from negotiating or making decisions regarding Frontiers business with those companies. | |
6. | No Transactions with Clients. Access Persons are not permitted to knowingly sell to, or purchase from, a client any security or other property, except an Access Person may purchase securities issued by a publicly-traded client, subject to the personal trading procedures described below. |
7. | Investment Consultant Relationships. Various institutional clients and prospects utilize investment consultants to advise them regarding the selection and oversight of investment advisers. Consultants may also provide various services or systems to investment advisers and may also sponsor events or conferences in which investment advisers are provided with an opportunity to participate. Payment for services provided by investment consultants, or the sponsoring of any event run by investment consultants, may result in the appearance of a conflict of interest. It is Frontiers policy that such payments should only be made to consultants where the services provided are necessary or appropriate for Frontier, or the sponsoring of the event is beneficial to Frontier and Frontier participates in such event. Such payments should not be made with the sole intention of influencing the consultant to recommend Frontier to its clients. Permission must be obtained from the Chief Compliance Officer prior to Frontier paying for any services or system provided by investment consultants or sponsoring of an event run by investment consultants. |
C. Service on the Board or as an Officer of another Company
To avoid conflicts of interest, inside information and other compliance and business issues, the Firm prohibits all its employees from serving as officers or members of the board of any other entity, except with the advance written approval of the Firm. Approval must be obtained through the Chief Compliance Officer, and will ordinarily require consideration by senior officers or the board of the Firm. The Firm can deny approval for any reason. This prohibition does not apply to service as an officer or board member of any parent or subsidiary of the Firm or any not-for-profit, charitable foundation, educational institution or similar entity.
D. Compliance with Laws and Regulations
You must comply with all applicable federal securities laws. You are not permitted, in connection with the purchase or sale (directly or indirectly) of a security held or to be acquired by a Frontier client:
1. | To defraud the client in any manner; |
2. | To mislead the client, including by making a statement that omits material facts; |
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3. | To engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon the client; |
4. | To engage in any manipulative practice with respect to the client; or |
5. | To engage in any manipulative practice with respect to securities, including price manipulation. |
E. Insider Trading
Access Persons are prohibited from any trading, either personally or on behalf of others, while in possession of material, non-public information. Access Persons are prohibited from communicating material nonpublic information to others in violation of the law. Additionally, all employees who come into contact with material nonpublic information must notify the Chief Compliance Officer and are subject to Frontiers prohibitions on insider trading and any potential sanctions, as set forth in Frontiers Insider Trading Policies and Procedures.
Additionally, each Access Person must comply with AMGs Insider Trading Policies and Procedures. These policies and procedures are included in Exhibit A of the Code and apply to all officers, directors, employees of AMG and its subsidiaries and affiliates.
PART II
NOTE: Certain subsections in this Part, as indicated, apply not only to all personnel, but also to members of your Family/Household.
A. Reporting Requirements (also applies to members of your Family/Household)
NOTE:One of the most complicated parts of complying with this Code is understanding what holdings, transactions and accounts you must report and what accounts are subject to trading restrictions. For example, accounts of certain members of your family and household are covered, as are certain categories of trust accounts, certain investment pools in which you might participate and certain accounts that others may be managing for you. To be sure you understand what holdings, transactions and accounts are covered, it is essential that you carefully review the definitions of Covered Security, Family/Household and Beneficial Ownership in the "Definitions" section at the end of this Code.
ALSO: You must file the reports described below, even if you have no holdings, transactions or accounts to list in the reports.
Copies of all reporting forms may be obtained from the Chief Compliance Officer.
1. | Initial Holdings Reports. |
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No later than 10 calendar days after you become an Access Person, you must file with the Chief Compliance Officer an Initial Holdings Report. The information provided must be current as of a date no more than 45 days prior to the date you become an Access Person.
The Initial Holdings Report requires you to list all Covered Securities (including Affiliated Mutual Funds) in which you (or members of your Family/Household) have Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on the date you became an Access Person.
a. Quarterly Transaction Reports.
No later than 30 calendar days after the end of each quarter, you must file with the Chief Compliance Officer a Quarterly Transaction Report.
The Quarterly Transaction Report requires you to list all transactions during the most recent calendar quarter in Covered Securities, including Affiliated Mutual Funds (other than transactions in Frontiers employee profit sharing plan) in which you (or a member of your Family/Household) had Beneficial Ownership. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household established an account in which any securities (not just Covered Securities) were held during the quarter for the direct or indirect benefit of you or a member of your Family/Household.
b. Annual Holdings Reports .
By January 30 of each year, you must file with the Chief Compliance Officer an Annual Holdings Report. The information provided must be current as of a date no more than 45 days prior to the date the report is submitted.
The Annual Holdings Report requires you to list all Covered Securities (including Affiliated Mutual Funds outside of Frontiers employee profit sharing plan) in which you (or a member of your Family/Household) had Beneficial Ownership as of December 31 of the prior year. It also requires you to list all brokers, dealers and banks where you or a member of your Family/Household maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family/Household on December 31 of the prior year.
c. Exceptions from Reporting Requirements .
You are not required to file any Reports for the following:
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5. Duplicate Confirmation Statements.
If you or any member of your Family/Household has a securities account with any broker, dealer, or bank, you or your Family/Household member must direct that broker, dealer or bank to send, directly to the Firm's Chief Compliance Officer, contemporaneous duplicate copies of all transaction confirmation statements relating to that account. Frontier has arrangements, through its automated personal trading vendor, pursuant to which the vendor may establish electronic connectivity to allow Frontier to receive and access your, or any member of your Family/Households, confirmations and/or account statements.
B. | Transaction Restrictions | |
2. | Prohibition on Trading in Covered Securities that are Being Considered for Purchase or Sale for a Client. |
As a Firm policy, you are prohibited from trading in a Covered Security if you have actual knowledge that such security is being considered for purchase or sale on a clients behalf. This prohibition applies during the entire period that the Covered Security is being considered by the Firm for purchase or sale and regardless of whether the Covered Security is actually purchased or sold for the client.
This prohibition does not apply to the following categories of transactions:
NOTE:Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers'
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acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of registered mutual funds are also not subject to this prohibition.
2. Prohibition on Trading in Securities on Frontiers Restricted List .
In order to avoid any actual or apparent conflict of interest with the Firms trading on behalf of its clients, Frontier does not permit any purchases of securities that are currently on the Frontier Restricted List (except for those securities with a market cap greater than $25 billion), except in the limited case of a Hardship Exemption (as described in Part II.C) or in the case of the exceptions identified in Part II.B.1. above. Sales of securities on the Restricted List are subject to the pre-clearance obligations and other restrictions set forth in the Code. In addition, all sales of securities on the Restricted List must be approved in writing by the Chief Compliance Officer after the Chief Compliance Officer or his designee has confirmed with all relevant Frontier Portfolio Managers that they do not have any intention to transact in the security during the black-out period.
For purposes of this Code, securities with a market cap greater than $25 billion are excluded from the Restricted List, but still must be pre-cleared and reported.
3. Pre-clearance.
You and members of your Family/Household are prohibited from engaging in any transaction in a Covered Security for any account in which you or a member of your Family/Household has any Beneficial Ownership, unless you obtain, in advance of the transaction, pre-clearance for that transaction. Pre-clearance is obtained through the Compliance11 personal trading system.
If pre-clearance is obtained, the approval is valid for the day on which it is granted and the following business day. The Chief Compliance Officer may revoke a pre-clearance any time after it is granted and before you execute the transaction. The Chief Compliance Officer may deny or revoke pre-clearance for any reason. In no event will pre-clearance be granted for any Covered Security if the Firm has a buy or sell order pending for that same security or a closely related security (such as an option relating to that security, or a related convertible or exchangeable security).
Certain categories of transactions are exempt from the pre-clearance requirements. These exempt transactions are listed below:
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NOTE:Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements) and shares of registered mutual funds are also not subject to the pre-clearance requirements.
3. Private Placements.
Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in a private placement, except with the specific, advance written approval of the Chief Compliance Officer, which the Chief Compliance Officer may deny for any reason. Private Placements include, but are not limited to, hedge funds, securities purchased under rules 144A, Regulation S, Regulation D, and PIPEs.
4. Initial Public Offerings .
Neither you nor any member of your Family/Household may acquire any Beneficial Ownership in any security (not just Covered Securities) in an initial public offering.
5. Prohibition on Short-Term Trading .
Neither you nor any member of your Family/Household may purchase and sell at a profit, or sell and purchase, a Covered Security, including any Affiliated Mutual Funds (or any closely related security, such as an option or a related convertible or exchangeable security), within any period of 30 calendar days.
This prohibition does not apply to the following categories of transactions:
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NOTE: Because they are not included within the definition of Covered Security (as set forth in the Definitions Section), investments in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt obligations (including repurchase agreements), and shares of unaffiliated mutual funds are also not subject to this prohibition.
7. Prohibition on Options .
Neither you nor any member of your Family/Household may purchase a put option or sell a call option, either directly or through any Beneficial Ownership, in any Covered Security. This prohibition does not apply to transactions in Covered Securities by Firm-sponsored collective investment vehicles for which the Firm serves as investment advisor as to which you may be deemed to have Beneficial Ownership.
8. Affiliated Mutual Funds .
As mentioned above in Section 6, neither you nor any member of your Family/Household may purchase and sell at a profit or sell and purchase within any 30 calendar day period, shares in any Affiliated Mutual Fund (other than transactions in Frontiers employee profit sharing plan) (as defined, any mutual fund advised or sub-advised by Frontier or its affiliates). A current list of Affiliated Mutual Funds is provided to employees.
C. Hardship Exemption
An employee may submit to the Chief Compliance Officer a request for an exemption from a particular provision of the Code for a hardship situation (e.g., unforeseen medical or other significant expenses or the purchase of a home). All requests must be in writing and state the
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reasons for the hardship. Any such request will require the approval of the CCO. Any such waiver request may be denied at the CCOs sole discretion, and any such decision will be final. If the CCO approves an exemption, the Firm may require certain conditions to be met by the employee in conducting the personal trade(s) to ensure that there is no actual or apparent conflict of interest created by the exemption. The CCO shall document in writing the decisions supporting all such approvals or denials to requests for hardship exemptions.
Part III
7-Day Blackout Period
The 7-day blackout period described below applies to all Access Persons. It is designed to prevent front-running and various other activities that create conflicts with the interests of clients.
No Access Person (including any member of the Family/Household of such Access Person) may purchase or sell any Covered Security within the three trading days immediately before or after a trading day on which any client account managed by the Firm purchases or sells that Covered Security (or any closely related security, such as an option or a related convertible or exchangeable security). Note that the total blackout period is 7 days (the day of the client trade, plus three trading days before and three days after).
NOTE:Portfolio Managers: It sometimes happens that an Access Person who is responsible for making final investment decisions for client accounts (i.e., a Portfolio Manager) determines, within the three trading days after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person's knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the Access Person is responsible for making investment decisions to purchase or sell the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients' interests first and promptly make the investment decision in the clients' interest, rather than delaying the decision for clients to avoid conflict with the blackout provisions of this Code.
NOTE:Research Analysts: It sometimes happens that an Access Person who is responsible for making investment recommendations for client accounts (i.e., a research analyst) determines, within the three calendar trading after the day he or she (or a member of his or her Family/Household) has purchased or sold for his or her own account a Covered Security that was not, to the Access Person's knowledge, then under consideration for purchase or sale by any client account, that it would be desirable for client accounts as to which the Access Person is responsible for making investment recommendations to recommend the purchase or sale of the same Covered Security (or a closely related security). In this situation, the Access Person MUST put the clients' interests first and promptly make the investment recommendation in the clients' interest, rather than delaying the recommendation for clients to avoid conflict with the blackout provisions of this Code.
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The Firm recognizes that certain situations may occur entirely in good faith and will not take disciplinary measures in such instances if it appears that the Access Person acted in good faith and in the best interests of the Firm's clients. The above notes are merely examples and thus are not exhaustive, nor are they intended to specify instances of compliance and non-compliance with the 7-day Blackout Period restrictions, but rather are provided for clarification purposes to help ensure that any apparent or real conflicts that may arise between compliance with the Blackout Period and the pursuit of clients interests are always resolved in favor of the clients interests.
The blackout requirements do not apply to the exempt categories of transactions listed in Part II of The Code.
PART IV. RECORDKEEPING
Frontier maintains the following records related to the Code in a readily accessible place:
a. | A copy of each Code that has been in effect at any time during the past five years; |
b. | A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred; |
c. | A record of written acknowledgements for each person who is currently, or within the past five years was, an Access Person; |
d. | Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports; |
e. | A list of the names of persons who are currently, or within the past five years were, Access Persons; |
f. | A list of persons who are currently, or within the past five years were, Investment Persons; |
g. | A record of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited offerings; |
h. | A record of any decision and supporting reasons for granting any employee a waiver to or from or exception to the Code. |
PART V. FORM ADV DISCLOSURE
The Chief Compliance Officer shall be responsible for providing an updated copy of Frontiers Code to any client or prospective client upon request. The Chief Compliance Officer shall also ensure that Frontiers Form ADV includes an updated description of the Code.
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Violations should be interpreted broadly, and may include, but are not limited to, such items as:
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All such reports will be taken seriously, investigated promptly and appropriately, and treated confidentially to the extent permitted by law.
Investigation and Sanctions. Potential violations shall be promptly investigated by the Chief Compliance Officer and/or a member of the Management Committee. During the course of the investigation, the Chief Compliance Officer or Management Committee member will be in contact with the reporting Access Person to inform the Access Person of the status of the investigation. In addition, the reporting Access Person may check with the investigator on the status at any time.
Following Frontiers investigation, Access Persons who are deemed to have committed any violations or other wrongdoing may be subject to disciplinary action including, but not limited to: (i) having the Access Persons employment responsibilities reviewed and changed, including demotion; (ii) oral or written reprimand; (iii) forfeit of any trading profits or other compensation or monetary benefits or fines; (iv) suspension of personal trading privileges; (v) suspension of employment; and or (vi) termination. Violation of the Code or these procedures may also result in criminal prosecution or civil action. (See also Part VIII. Code of Ethics Sanctions Guidelines below.)
Retaliation . Retaliation of any type against an Access Person who reports a suspected violation or assists in the investigation of such conduct (even if the conduct is not found to be a violation) is strictly prohibited and constitutes a further violation of the Code and these procedures.
Guidance. All Access Persons are encouraged (and have the responsibility) to ask questions and seek guidance from the Chief Compliance Officer or a member of the Management Committee with respect to any action or transaction that may constitute a violation and to refrain from any action or transaction which might lead to the appearance of a violation. The Chief Compliance Officer will also provide periodic training to Frontiers Access Persons regarding the requirements of these policies and procedures.
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F. | Further Information Regarding the Code . You should contact the Chief Compliance Officer to obtain any additional information about compliance and ethical issues. |
PART VII. REPORTING EMPLOYEE SECURITIES TRANSACTIONS |
Subject to the exceptions found in the Code of Ethics, all employee transactions require pre-clearance of trading activity and delivery of confirmations to the Compliance Department. Records of all such transactions and the corresponding confirmations and statements will be maintained and reviewed at least quarterly by the Compliance Department.
Records that are required to be kept by the Firm with respect to securities transactions by its Access Persons (as that term is defined in the Code of Ethics) must contain the title and amount of the security involved, the date and nature of the transaction (purchase, sale, acquisition), the price at which the transaction was effected, and the name of the broker with whom the transaction was effected. It is permissible to include in such records a disclaimer where appropriate to the effect that the recording of a transaction pursuant to Rule 204-2 should not be construed as an admission that the Firm or the Access Person has any direct or indirect beneficial ownership in the securities concerned.
General Guidelines
1. | The Compliance Department shall review all reports of personal securities transactions and compare such reports with pre-clearance forms and with completed client portfolio transactions. |
2. | The Chief Compliance Officer or his designee will determine whether non-compliance with the Code of Ethics and/or other applicable trading procedures may have occurred. |
3. | A summary of personal trades will be reviewed periodically by the Chief Compliance Officer. A summary report of violations, if any, and any action taken as of result of such violations will be submitted to the Management Committee. |
4. | The Code of Ethics will be distributed initially upon employment and then annually to all employees for review and signature. |
PART VIII. CODE OF ETHICS SANCTION GUIDELINES |
Violations of the Code of Ethics will be addressed by Frontiers Chief Compliance Officer and his designees, and/or by the Management Committee. Violations of any of the enclosed policies or procedures may result in disciplinary sanctions, up to and including fines, disgorgement of profits, suspension of personal trading privileges, termination of employment,
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and notification of appropriate governmental or regulatory authorities. Where applicable, the Management Committee will determine the amount of monetary fines.
NOTE: Sanctions will be applied whether the violation was committed by the employee or any Family/Household member of the employee, as Family/Household member is defined within the Code.
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Definitions
These terms have special meanings in this Code of Ethics:
Access Person
Affiliated Mutual Funds
Beneficial Ownership
Chief Compliance Officer
Covered Security
Discretionary Account
Family/Household
Reporting Forms
Restricted List
The special meanings of these terms as used in this Code of Ethics are explained below. Some of these terms (such as "beneficial ownership") are sometimes used in other contexts, not related to Codes of Ethics, where they have different meanings. For example, "beneficial ownership" has a different meaning in this Code of Ethics than it does in the SEC's rules for proxy statement disclosure of corporate directors' and officers' stockholdings, or in determining whether an investor has to file 13D or 13G reports with the SEC.
IMPORTANT: If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask the Chief Compliance Officer. Please do not guess at the answer.
Access Person includes all employees of the Firm. The Firm, at the Chief Compliance Officers discretion, may also subject certain individuals, including interns, co-ops, temporary employees, contract employees or independent contractors to any part or all of the Firms Code of Ethics and its requirements.
Affiliated Mutual Funds means any mutual fund to which Frontier or an AMG affiliate acts as investment adviser or sub-adviser. The Chief Compliance Officer will, from time to time, provide a current list of Affiliated Mutual Funds.
Beneficial Ownership means any opportunity, directly or indirectly, to profit or share in the profit from any transaction in securities. It also includes transactions over which you exercise investment discretion (other than for a client of the Firm), even if you don't share in the profits.
Beneficial Ownership is a very broad concept. Some examples of forms of Beneficial Ownership include:
Securities held in a person's own name, or that are held for the person's benefit in nominee, custodial or "street name" accounts.
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Securities owned by or for a partnership in which the person is a general partner (whether the ownership is under the name of that partner, another partner or the partnership or through a nominee, custodial or "street name" account).
Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a "blind trust" or Discretionary Account.
Securities in a person's individual retirement account.
Securities in a person's account in a 401(k) or similar retirement plan[, even if the person has chosen to give someone else investment discretion over the account.]
Securities owned by a trust of which the person is either a trustee or a beneficiary .
Securities owned by a corporation, partnership or other entity that the person controls (whether the ownership is under the name of that person, under the name of the entity or through a nominee, custodial or "street name" account).
Securities owned by an investment club in which the person participates.
This is not a complete list of the forms of ownership that could constitute Beneficial Ownership for purposes of this Code. You should ask the Chief Compliance Officer if you have any questions or doubts at all about whether you or a member of your Family/Household would be considered to have Beneficial Ownership in any particular situation.
For purposes of this Code, securities with a market cap greater than $25 billion are excluded from the Restricted List.
Chief Compliance Officer means the person listed on the Advisors current Form ADV filed with the Securities and Exchange Commission as the Chief Compliance Officer. The Chief Compliance Officer may designate another person to perform the functions of Chief Compliance Officer when he is not available.
Covered Security means anything that is considered a "security" under the Investment Company Act of 1940, except :
Direct obligations of the U.S. Government.
Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements.
Shares of open-end investment companies that are registered under the Investment Company Act (except Affiliated Mutual Funds)
Shares of money market funds.
63
This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities," such as:
options on securities, on indexes and on currencies. investments in all kinds of limited partnerships. investments in foreign unit trusts and foreign mutual funds.
investments in private investment funds and limited partnerships (note that investments in private investment funds and limited partnerships advised by the Firm are not subject to the prohibitions and pre-clearance requirements set forth in Sections B, 1 and 2 of Part II or the blackout provisions set forth in Part III of this Code).
For the purposes of this Code of Ethics, exchange traded funds are considered Covered Securities and must be reported.
If you have any question or doubt about whether an investment is considered a security or a Covered Security under this Code, ask the Chief Compliance Officer.
Discretionary Account means an account for which the holder gives his/her broker, trustee or other party the authority to buy and sell securities without the holders consent. The holder does not have any direct or indirect influence or control over the securities held in the Discretionary Account (e.g., the holder does not make security recommendations to the third party).
Family/Household means the following members:
Your spouse or domestic partner (unless they do not live in the same household as you and you do not contribute in any way to their support).
Your children under the age of 18.
Your children who are 18 or older (unless they do not live in the same household as you and you do not contribute in any way to their support).
Any of these people who live in your household: your stepchildren, grandchildren, parents, stepparents, grandparents, brothers, sisters, parents-in-law, sons-in-law, daughters-in-law, brothers-in-law and sisters-in-law, including adoptive relationships.
Comment - There are a number of reasons why this Code covers transactions in which members of your Family/Household have Beneficial Ownership. First, the SEC regards any benefit to a person that you help support financially as indirectly benefiting you, because it could reduce the amount that you might otherwise contribute to that person's support. Second, members of your
64
household could, in some circumstances, learn of information regarding the Firm's trading or recommendations for client accounts, and must not be allowed to benefit from that information.
Reporting Forms means the various documents that Access Persons may be required to complete upon being subject to the Code, including a listing of securities holdings and brokerage accounts and a disciplinary questionnaire.
Restricted List means the list of securities, both equities and fixed income, for all of Frontiers investment strategies that are held in Frontiers client accounts.
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II.
STANDARD OF CONDUCT
Sterling Capital Managements core philosophy is that employees are expected to act in
an
ethical manner at all times. This Code of Ethics includes detailed policies, procedures, and
requirements. While reading and becoming familiar with the various parts of the Code, it is
important to keep in mind the overriding idea that we have a strong fiduciary duty to clients, and
we are all obligated to uphold that duty. The following are general principles underlying our
policies and procedures:
1. Employees and certain affiliated persons owe a duty at all times to conduct their affairs,
including personal securities transactions, in such a manner as to (i) avoid serving their
own personal interests ahead of the clients
i
nterest; (ii) avoid taking inappropriate
advantage of their position with the Firm; (iii) avoid any abuse of their position of trust
and responsibility; and (iv) disclose any actual or potential conflicts of interest.
2. Independence in the investment decision-making process is paramount.
3. Information regarding the identity of security holdings and client information is
confidential.
4.
Sterlings reputation is critical to the
Firm
s ability to survive and grow. Honesty,
integrity, and professionalism are integra
l determinants of Sterlings reputation.
III.
GIFTS & ENTERTAINMENT
No employee shall make business decisions that are influenced or appear to be influenced by
giving or accepting gifts, favors, entertainment, special accommodations or other items of
material value.
Excluding Sterling sponsored events, employees are prohibited from receiving any gift(s) or
item(s) of value with a combined retail value in excess of $400 per year (or such other value as
stated in the BB&T Corporation Code of Ethics) from any entity that does business with or on
behalf of Sterling or an advised mutual fund. In addition, providing gifts or gratuities to any
person or entity that does business with Sterling is subject to the same limits described above.
Individuals that are registered with FINRA must still comply with FINRA limits on gifts and
gratuities.
No employee may give or accept cash gifts or cash equivalents to or from a client, prospective
client, or any entity that does business with or on behalf of Sterling or any advised mutual fund.
Appropriate entertainment, such as dinner or sporting events, may be accepted only under the
following circumstances: (1) the offer of entertainment must not be solicited, (2) the individual
offering the entertainment must be present, and (3) the value of the entertainment must be
reasonable and customary.
Employees are required to report to the Compliance Department any gifts or entertainment given
or accepted except those intended to be shared with an entire office or department (e.g., Holiday
gifts of chocolate, popcorn or lunch for the office).
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IV.
POLITICAL CONTRIBUTIONS
Sterling believes it is important for employees to take an active interest in our political process.
However, political contributions by employees of an investment adviser are highly regulated and
can have material implications on the Firms ability to conduct business with government
entities. A new Rule adopted by the SEC imposes a two-year compensation ban for advisers if
the adviser or certain of its employees
(Covered Associates)
make certain political
contributions to an official of a government entity client. Covered Associates are those
employees identified by the Compliance Department as being subject to the Rule. The Rule also
prohibits an adviser from paying a third-party solicitor to solicit a government client for the
advisers services, unless the solicitor is a broker
-dealer or investment adviser registered with the
SEC. Finally, the Rule prohibits an adviser and its employees from coordinating or soliciting
any person or political action committee (PAC) to make contributions or payments to officials
and certain state or local political parties.
Covered Associates are required to report all political contributions to the Compliance
Department on a quarterly basis. A contribution means any gift, subscription, loan, advance,
deposit of money or anything of value made for: (1) the purpose of influencing any election for
a federal, state or local office; (2) payment of debt incurred in connection with such an election;
or (3) transition or inaugural expenses of the successful candidate for state or local office (not of
a successful candidate for federal office).
In addition, employees are reminded of their duty to uphold the reputation of the Firm. In this
regard, employees are strongly encouraged to avoid any activity that may cause the appearance
of impropriety. The public nature of political contributions makes this an extremely sensitive
issue for the Firm.
Employees should consult the Compliance Department if they have any questions or concerns
about political contributions or dealings with government officials.
V.
OUTSIDE ACTIVITIES
Employees are discouraged from serving in any capacity with an outside entity that does
business with Sterling or BB&T. In particular, employees are prohibited from serving on the
board of directors, or like capacity (i.e., general partner) of any company without the prior
authorization of the Compliance Department. In determining whether to grant such authorization,
the Compliance Department shall consider whether securities issued by the company are
currently held, or potentially could be held, in client accounts. Any such authorization shall be
based upon a determination that the board service would be consistent with the interests of the
Firm, and any portfolios or funds. Authorization of board service shall be subject to the
implementation by the Firm
of a Chinese Wall
, or other procedures, to isolate the employee
from making decisions about trading in the companys securities.
Employees must disclose in writing all outside activities that could potentially cause a conflict of
interest including directorships. The disclosure must be approved by the employees mana
ger
and the Compliance Department. Employees must annually certify all outside activities.
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VI.
CONFIDENTIALITY
All information about the Firm
s clients, including former clients, is strictly
confidential.
Employees are prohibited from disclosing any information about clients such as client identity,
security holdings, transactions, and investment advice, unless a client consents otherwise.
Exceptions include where disclosure is necessary to provide the agreed upon services to the
client, or as required by law.
VII.
GENERAL PERSONAL TRADING PROVISIONS
A. Insider Trading
Employees are prohibited from trading, either personally or on behalf of others (including
accounts managed by the Firm), while in possession of material non-public information.
Employees are also prohibited from communicating material non-public information to
others, in violation of the law. This activity is frequently referred to as insider trading.
This policy applies to every officer and employee of the Firm, and extends to activity within
and outside their duties at the Firm. Any questions regarding this policy should be referred
to the Compliance Department.
The term insider trading is not defined in the federal securities laws, but generally refers to
the following:
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 either was disclosed to the non-insider in violation of an
insiders duty
to keep it confidential or was misappropriated, or
communicating material non-public information to others.
Before an employee trades on their own behalf or on behalf of others in securities of a
company about which the employee may have potential insider information, the employee
should ask
ones self
the following questions:
Is the information material? Is this information that an investor would consider
important in making his or her investment decisions? Is this information that would
substantially affect the market price of the securities if generally disclosed?
Is the information non-public? To whom has this information been provided? Has
the information been effectively communicated to the marketplace?
If information is believed to be both material and non-public, or if one has questions as to
whether the information is material and non-public, one should immediately contact the
Compliance Department.
Information identified as potentially material non-public information may not be
communicated to anyone, including persons within the Firm, except as provided above. In
addition, care should be taken so that such information is secure. For example, files
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containing material non-public information should be sealed, and access to computer files
containing material non-public information should be restricted.
No employee shall disclose information regarding client accounts, including trading
information, except to authorized parties and then only on a need-to-know basis.
B. Prohibition Against Front-Running and Scalping
Front-running involves trading in personal accounts before executing trades for client
accounts. Because of the potential harm to clients, front-running is prohibited. For one, the
investment professionals personal trades may ad
versely impact the market and cause the
clients trade to be executed at a less favorable price. Further, in a volatile market, the
investment professional that executes a
personal trade prior to the clients trade may usurp a
favorable opportunity that will not be available subsequently.
Scalping involves purchasing a security in a personal account shortly before purchasing the
same security in client accounts, then immediately selling the security from the personal
account. Scalping is prohibited because it results in a
n employees interests being placed
ahead of a
clients interest and hence is directly contrary to the fiduciary duty underlying the
investment advisor / client relationship.
No employee shall purchase or sell, directly or indirectly, any security, or derivative thereof,
in which they have any direct or indirect beneficial ownership and which to their
actual
knowledge
at the time of such purchase or sale:
is being purchased or sold by any portfolio or fund managed by the Firm, or
is being considered for purchase or sale by Sterling on behalf of any portfolio or fund
managed by the Firm.
C. Purchases of Initial Public Offerings or Private Placements
Employees are prohibited from acquiring a beneficial interest in any security in an initial
public o
ffering (IPO)
, or other limited offerings such as private placements, without prior
written approval of the Compliance Department.
Before granting such approval the Compliance Department should carefully evaluate such
investment to determine if it could create a material conflict between the employee and a
portfolio or fund managed by the Firm. The Compliance Department may make such
determination by looking at, among other things, the nature of the offering and the particular
facts surrounding the purchase. For example, the Compliance Department may consider
approving the transaction if it is determined that: (i) the investment did not result from
directing a portfolio, fund or Firm business to the underwriter or issuer of the security; (ii)
the employee is not misappropriating an opportunity that should have been offered to a
portfolio, fund, or the Firm; and (iii)
the employees
decisions for a portfolio, fund, or the
Firm will not be unduly influenced by his or her personal holdings but are based solely on the
best interests of a portfolio, fund, or the Firm.
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Any employee authorized to purchase securities in an IPO or private placement shall disclose
that investment when they play a part in a
portfolios, funds, or the
Firm
s
subsequent
consideration of an investment in that issuer. In such circumstances, a decision to purchase
securities of the issuer shall be subject to independent review by investment personnel with
no personal interest in the issuer.
D. Use of Limit Orders
Employees
are prohibited from placing a good until cancelled order or any limit order
which could cause a trade to be executed after pre-clearance has expired.
E. Frequent Trading
Frequent trading in personal accounts is inconsistent with
Sterlings
investment philosophy,
and is generally prohibited. In addition, such trading may distract employees from their duty
to service client accounts. The Compliance Department will monitor employee trading for
such activity and report any issues to the President and the em
ployees manager
.
VIII.
PERSONAL TRADING RESTRICTIONS
A. Definitions
1.
Advisory Representative:
An Advisory Representative is any employee of Sterling
whose office is not in the Raleigh, Charlotte, Richmond, or Virginia Beach offices.
However, certain employees meeting this definition may have their classification under
this Code elevated.
2.
Access Person:
An Access Person is any employee of Sterling (other than a Portfolio
Manager) whose office is in the Raleigh, Charlotte, Richmond, or Virginia Beach offices.
3.
Portfolio Manager:
A Portfolio Manager is any employee of Sterling whose office is
located in the Raleigh, Charlotte, Richmond, or Virginia Beach offices, and has
investment decision making authority for client accounts.
The Compliance Department shall maintain a list of Advisory Representatives, Access
Persons, and Portfolio Managers which shall be updated on a timely basis.
B. Pre-Clearance Requirements
All Access Persons and Portfolio Managers must receive prior written approval from a
Compliance Officer (or designee) before purchasing or selling securities in any account in
which they have a beneficial interest and the transaction is not an Exempt Transaction. Pre-
clearance should be requested by submitting a completed
Pre-Clearance Request Form
to a
Compliance Officer (or designee).
Pre-clearance approval will expire at 4:00 p.m. of the next business day after pre-clearance
was authorized. For example, pre-clearance received on Friday at 1:00 p.m. would expire at
4:00 p.m. the following Monday. If the trade is not completed before such pre-clearance
expires, the employee must submit a new pre-clearance request. If an Access Person or
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Portfolio Manager, having previously received pre-clearance, becomes aware of any new
information which could cause a conflict, such person is required to disclose this new
information prior to executing their personal trade.
C. Blackout Periods
1.
Advisory Representative:
Except as otherwise permitted, Advisory Representatives are
generally prohibited from executing a personal securities transaction on a day when any
client
account to which they are assigned has a pending buy or sell order in the same
security unless and until that order is fully executed or has been withdrawn.
2.
Access Person:
Except as otherwise permitted, Access Persons are generally prohibited
from executing a personal securities transaction, in the same security, within two (2)
business days following a trade in any client account or mutual fund managed in their
respective office.
3.
Portfolio Manager:
Except as otherwise permitted, Portfolio Managers are generally
prohibited from executing a personal securities transaction, in the same security, within
four (4) business days before and two (2) business days following a trade in any client
account or mutual fund for which they serve as portfolio manager.
Any profits realized on prohibited trades may be required to be disgorged. A pattern of
violations will result in disciplinary action and, if appropriate, dismissal.
D. Transactions Exempt From Pre-Clearance
1.
Specific Security Types:
Transactions in the following securities are exempt from pre-
clearance:
a) Direct obligations of the US Government;
b)
Bankers acceptances, bank certificates of deposit,
and repurchase agreements;
c) High quality short-term debt instruments (with a maturity of less than 366 days at
issuance and rated in one of the two highest categories by a Nationally Recognized
Statistical Rating Organization) including commercial paper or shares of money
market or other mutual funds that limit their investments to these securities;
d) Shares issued by registered open-end mutual funds, including any advised or sub-
advised funds;
e) Unit investment trusts;
f) Exchange traded funds based on a broad-based market index;
g) Securities issued by BB&T; and
h) Any derivative security of any of the above.
2.
Specific Transaction Types:
The following transactions are exempt from pre-clearance:
a) Purchases or sales over which the employee has no direct or indirect influence or
control (including involuntary buys/sells effected via an options exercise);
b) Purchases pursuant to an automatic investment plan (i.e., DRIP plans, 401k plan
automatic rebalancing, etc.);
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c) Securities acquired by the exercise of rights issued pro rata by an issuer to all holders
of a class of securities, to the extent such rights were acquired from such issuer, and
sales of such rights so acquired.
3.
De Minimus Transactions:
Transactions by Advisory Representatives or Access Persons
within the following limits are exempt from pre-clearance:
This does not apply to
Portfolio Managers.
a) For any fixed income security, up to an aggregate of $25,000 principal amount within
any three consecutive month period;
b) For any publically traded equity security, with a market capitalization of at least $1
billion, up to an aggregate of 1,000 shares within any three consecutive month period.
Transactions exempt from pre-clearance are still subject to the reporting requirements.
E. Rebalance Programs
From time to time, the Equity Departments will execute investment programs for a limited
number of clients that are known as
rebalance
programs. One example of a rebalance is
when a new portfolio is funded with cash, and it is modeled against the model portfolio.
Another example is when cash flows into or out of an existing account. The result is that all
stocks owned in the model would be purchased on behalf of that one client. Another
example is where a client has equity and fixed income portfolios under management, and the
overall equity allocation exceeds the prescribed target. A rebalance program may be initiated
to sell a small portion of some or all stocks in the portfolio to reduce exposure to stocks.
Rebalance programs typically do not generate high quantities of shares being traded in
particular securities. Generally, pre-clearance will not be denied for personal securities
transactions by Access Persons or Portfolio Managers in those securities that are part of the
rebalance program.
F. Other Exceptions
Transactions which appear upon reasonable inquiry and investigation to present no
reasonable likelihood of harm to a client account or mutual fund, and which are otherwise
conducted in accordance with all applicable rules and regulations may be permitted within
the discretion of the Chief Compliance Officer on a case-by-case basis. Any such permitted
transactions are not exempted from the reporting requirements of this Code.
IX.
REPORTING and CERTIFICATION REQUIREMENTS
A. Securities Subject to Reporting
The reporting requirements apply with respect to securities as to which the employee has
beneficial ownership,
i.e.
, securities held in the name of the employee or:
1. A spouse or minor child;
2. A relative sharing the same house;
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3. Any other person if, by contract, understanding or other arrangement, the employee has
trading discretion, the benefits of ownership, or the right to vote or direct the sale of the
securities (including,
e.g.
, as part of an investment club); or
4. Any other person if the employee can obtain ownership immediately or at some future
time.
Reportable
Security
means any
stock, bond, future, investment contract, or any other
instrument
that is considered a security under the Investment Advisers Act. The term
reportable security is very broad and includes items you might not ordinar
ily think of as
securities such as (this list is not all inclusive):
Options on securities, on indexes and on currencies;
All kinds of limited partnerships;
Foreign unit trusts and foreign mutual funds;
Private investment funds, hedge funds, and investment clubs; and
Any derivative security of any of the above.
Reportable security
does not
include:
Direct obligations of the US Governments;
Bankers acceptances, certificates of deposit, commercial paper, and high quality short
-
term debt obligations, including repurchase agreements; and
Shares of open-end mutual funds that are not advised or sub-advised by the Firm.
Employees are required to report all holdings of the Sterling Capital Funds.
B. Reports and Certifications
1. Initial Code of Ethics Report
The Initial Code of Ethics Report will be filed with the Compliance Department no later than
10 days within becoming an employee or the adoption of this Code of Ethics. The report will
include all holdings in reportable securities. Reference IX.A above for information on
securities subject to reporting.
The report will include (i) the title and ticker symbol or cusip of each security, type of
security, number of shares and principal amount (if applicable) of each reportable security in
which the employee has any beneficial ownership; (ii) 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 (iii) the date the report is submitted.
The Initial Code of Ethics Report will also include a Certification that they have: (i) read and
understood all the provisions of the Code; (ii) recognized that they are subject to the Code;
(iii) and complied with all requirements of the Code.
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2. Quarterly Transaction Certification
The Quarterly Transaction Certification will be filed with the Compliance Department no
later than 30 days after the end of each calendar quarter. The
employees
transaction
certification must include information on any new account that was opened during the
quarter containing securities held for the direct or indirect benefit of the employee: (i) the
name of any broker, dealer or bank where the new account was established, (ii) the date the
account was established and (iii) the date the report was submitted.
The certification will include information about each transaction involving a reportable
security in which the employee had, or as a result of the transaction acquired, any direct or
indirect beneficial ownership. The certification will include: (i) the date of the transaction,
the title and ticker or cusip of the security, interest and maturity (if applicable) the number of
shares, and the principal amount (if applicable) of each reportable security, (ii) nature of the
transaction (buy or sell), (iii) the price of the security at which the transaction was effected
(iv) the name of the broker/dealer, or bank with which the transaction was effected and (v)
the date the report was submitted.
3. Annual Holdings Certification
The Annual Holdings Certification will be filed with the Compliance Department no later
than 30 days after the end of each calendar year. The Annual Holdings Certification will
include (i) the title and ticker symbol or cusip of each security, type of security, number of
shares and principal amount (if applicable) of each reportable security in which the employee
has any beneficial ownership; (ii) 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 and (iii) the date the report was submitted.
Information provided by the employee must be current as of no more than 45 days before the
certification is submitted. Even if you have no reportable securities accounts or transactions,
you must complete the section of the above-mentioned forms that so states.
4. Annual Acknowledgement of Code of Ethics Certification
The Annual Acknowledgement of Code of Ethics Certification will be filed with the
Compliance Department no later than 30 days after the end of each calendar year. The
Annual Acknowledgement will ask the employee to certify that they have: (i) read and
understood all the provisions of the Code; (ii) recognized that they are subject to the Code;
(iii) and complied with all requirements of the Code.
5. Acknowledgements of Amendments
All employees shall receive amendments to the Code and must acknowledge that they have
(i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and
agreed to abide by the Code as amended.
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C. Transactions Exempt from Reporting Requirements
Reporting is not required for any securities held in an account over which no direct or
indirect influence or control (i.e., blind trust). In addition, transactions effected pursuant to
an automatic investment plan are not required to be reported.
D. Requirement to Provide Statements
All employees subject to this Code of Ethics are required to provide duplicate brokerage
statements and confirmations for all reportable securities.
E. Conflicts of Interest
Every employee shall notify the Compliance Department of any actual or potential conflict of
interest, such as the existence of any economic relationship between their personal securities
transactions and investment decisions for client accounts.
F. Privacy of Reported Information
All information reported pursuant to the Code of Ethics shall be confidential and will be
maintained in secure storage at all times. The information will only be shared with
supervisory personnel within the Firm as needed to evaluate potential violations of the Code,
or with counsel and/or regulatory authorities upon appropriate request.
X.
SOCIAL MEDIA GUIDELINES
This Section outlines the acceptable and unacceptable use of any technology equipment (both
work and home) by all supervised employees of Sterling as it relates to blogs and/or social
networking sites. The information posted to social networking sites is in the public domain and
may reflect on Sterlings business. These restrictions are in place for the protection of all
employees and the Firm.
A. General Principals
Since the nature of social media tools is a means of mass communication, regulators may
treat anything posted on these sites as Firm advertising. As such, these postings would be
subject to the same rules and restrictions as other advertising. Except as described below,
employees may
NOT
maintain a personal website, internet, or social media profile which
identifies them as an employee of Sterling without prior approval from the Chief Compliance
Officer. Further, employees are prohibited from providing a referral, reference, or
endorsement for current or former employees of Sterling.
B. Use of LinkedIn.com
Employees may maintain an account at LinkedIn.com which identifies them as an employee
of Sterling. However, the profile must be limited to personal biographical information and
may not include other information about the Firm, its advisory activities, securities
information, or other investment related content. In addition, employees must ensure that
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profile information remains accurate at all times, and may not post comments which reflect
negatively on the Firm. This includes not permitti
ng online connections to post comments,
positive or negative, about the Firm.
In order to avoid the perception that an endorsement or recommendation is a testimonial,
which is prohibited by the SEC, employees must hide the endorsements and
recommendations on their LinkedIn Page.
Sterling will seek to control the Firm name on LinkedIn.com and may periodically review
individuals who claim to be current or former employees of the Firm.
C. Messaging
Employees should not use the email or messaging function on any social or professional
networking sites for communication that is required to be maintained under securities laws,
including: all communications with clients, portfolio trading instructions, or any other
communication involving the Firm or its clients. If an employee must use personal email to
communicate (such as during a business continuity event), the employee should copy (Cc)
their Firm email address to ensure that the record is properly maintained.
D. Bulletin Boards, Blogs and Chat Rooms
The use of internet or third-party news groups, interactive electronic conversations (through
direct links or chat rooms), bulletin boards, blogs and the like to discuss Firm business are
prohibited without prior approval of the Chief Compliance Officer. This prohibition applies
even when using a personal account or do not identify yourself as an employee of the Firm.
In addition, information obtained from these sources may be considered material, non-public
information and subject to severe restriction on its use and redistribution.
XI.
REPORTING OF VIOLATIONS
Employees are required to report any apparent or suspected violation of the Code promptly to a
member of the Firm
s
Compliance Department. Such reports will be investigated promptly. The
Chief Compliance Officer shall report all violations of the Code to the Management Committee.
In addition, violations by employees involved with any advised or sub-advised mutual fund will
be reported to the compliance officer of the respective fund.
XII.
MONITORING OF PERSONAL SECURITIES TRANSACTIONS
The Compliance Department will periodically review personal securities transactions and
holdings reports to ensure adherence to this Code.
XIII.
SANCTIONS
Strict compliance with the provisions of this Code shall be considered a basic condition of
employment with Sterling Capital Management. It is important that employees understand the
reasons for compliance with this Code. Sterlings reputation for fair and honest dealing with its
clients and the investment community in general, has taken considerable time to build. This
standing could be seriously damaged as a result of even a single security transaction considered
questionable in light of the fiduciary duty owed to our clients. Employees are urged to seek the
STERLING CAPITAL MANAGEMENT | Section II |
COMPLIANCE MANUAL | Rev: 1/1/11, 4/1/12, 1/1/13, |
1/1/14 | |
Page 13 of 13 |
advice of the Compliance Department with any question as to the application of this Code to
their individual circumstances. Employees should also understand that a material breach of the
provisions of this Code may constitute grounds for termination of employment with Sterling.
Sterling encourages all employees to promptly report any known violations of this code to the
Compliance Department. Upon discovering that an employee has not complied with the
requirements of this Code, Sterlings Chief Compliance Offic
er and/or Management Committee
may impose on that person an appropriate sanction, including, but not limited to a warning,
disgorgement of profits, fine, suspension or termination of employment.
XIV.
RETENTION OF RECORDS
The Compliance Department shall maintain the following records as required under Rule 204A-1
of the Investment Advisers Act of 1940, and Rule 17j-1 of the Investment Company Act of 1940:
1. A copy of any Code of Ethics in effect within the most recent five (5) years;
2. A list of all persons required to make reports hereunder within the most recent five (5)
years and a list of all persons who were responsible for reviewing the reports, as shall be
updated by the Compliance Department;
3. A copy of each report submitted by an employee hereunder, for a period of five (5) years
from the end of the fiscal year in which it was made;
4. A record of any material violation of the Code and any action taken as a result of such
material violation, for a period of five (5) years following the end of the fiscal year in
which the material violation occurred; and
5. A copy of any memorandum or report completed by the Compliance Department that
describes any material issues arising under the Code and certifies that the Firm has
adopted procedures reasonably designed to prevent employees from violating the Code of
Ethics.
STERLING CAPITAL MANAGEMENT LLC
CODE OF ETHICS
Personal Securities Transactions Pre- clearance Form
[Refer to Section II, Code of Ethics]
I request pre- clearance of the securities listed below. Pre- clearance is not required for transactions in direct obligations of the U.S. Government, bankers' acceptances, bank certificates of deposit, repurchase agreements, commercial paper, high quality short-term debt instruments, securities issued by BB&T, open-end mutual funds, exchange -traded funds based on a broad market index, or unit investment trusts.
Security Type* | If option, | Approx. | Compliance | |||||||||
stock, bond, option | opening | Maturity/ | Total | Officer or Designee | ||||||||
private- | Security | Ticker or | Buy or | or closing | Expiration | No. of | Estimated | Transaction | Account | Authorization | ||
placement, etc. | Name | CUSIP | Sell | position | Date** | Shares*** | Price | Value | Broker | No. | Yes | No |
e.g. Put Option | Microsoft | MSFT | Sell | Open | 5/18/2009 | 50 | $2.00 | $10,000 | Schwab | xxx-xxxx |
*Security Type - be specific, e.g. call option, preferred stock, corporate bond |
**Maturity/Expiration Date - for options specify exact expiration date. |
*** No. of Shares - for options or futures specify number of contracts; for bonds specify par amount of bonds, etc. |
Is any proposed transaction described above within the Black Period described in Section VIII(C) of the Code of Ethics? Yes: [ ] No: [ ] |
Is any proposed transaction described above considered an Initial Public Offering (IPO) or Private Placement ? If yes, the Compliance Officer should prepare a memorandum |
describing the reasons for pre-approving the transaction. | Yes: | [ | ] | No: | [ | ] | |
Signature: | Signature: | ||||||
Employee | Compliance Officer or Designee | ||||||
Print Name: | Print Name: | ||||||
Date: | * | Date: |
*This pre- clearance will expire at the close of business on the first (1st) trading day after pre- clearance was approved. The Access Person is required to re-submit a pre- clearance if the trade is not completed before this authorization expires.
(Revised: 4/29/08; 1/02/09; 3/09/10; 1/1/11; 7/1/11; 6/14/13)
G:\Compliance Department\Policies and Procedures\Compliance Manual\Code Of Ethics II\II.A PRE- CLEARANCE REQUEST FORM 06.14.2013. xls
STERLING CAPITAL MANAGEMENT LLC
CODE OF ETHICS
INITIAL REPORT
To the Compliance Officer:
1. I have received a copy of, read and understand the provisions of Sterling Capital Management LLCs
(the Firm)
Code of Ethics
and will comply in all aspects with the obligations of Sterlings Code.
2. I have received a copy of, read and understand the provisions of the Firms
Privacy and Data
Security Procedures
and will comply in all aspects with the obligations of Sterlings Privacy and
Security Procedures.
3. As an employee of a BB&T non-banking subsidiary engaged in investment advisory services, I may
be subject to regulatory standards of conduct or company policies more restrictive than the standards
contained in the BB&T Code of Ethics and must comply with the strictest standards of conduct
applicable to my position.
4.
Except as noted below, I certify that I have no knowledge of the existence of any personal conflict of
interest relationship which may involve the Firm or Funds advised or sub-advised by 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, including the Funds
________________________________________________________
__________________________________________________________________________________________________
5. I have not been subject to any disciplinary actions as described in section 80a-9 of the Investment
Company Act of 1940.
6. As of the date below I had a direct or indirect
Beneficial Ownership
in the following accounts listed
in the table on the next page of this report.
( ) Statements listing my personal securities holdings are attached hereto or have been filed with the
Compliance Officer. In the case that the account statements do not include the following
information, I have listed
the security name, CUSIP/ticker, type of security, #of shares, and
principal amount of any holdings for which I have direct or indirect beneficial ownership as
well as the name of any broker, dealer or bank with which I maintain any account in which any
securities are held.
( ) I
do not have
any personal securities that require reporting.
CONTINUED ON NEXT PAGE
CODE OF ETHICS | ||||||
Page 2 of 2 | ||||||
BROKER, DEALER, BANK, | ACCOUNT | SECURITY | TICKER/ | SECURITY | NUMBER | PRINCIPAL |
OR MUTUAL FUND | ||||||
COMPANY | NUMBER | NAME | CUSIP | TYPE | OF | AMT |
SHARES |
Date: ___________________
Signature:
Print Name:
Title:
Date: ___________________
Signature:
Firms Compliance Officer
Initial Holdings Reports are due within 10 calendar days after employment begins.
Quarter Ended
Gift | Entertainment | Estimated | ||||||
Relationship (client, | Description of Gift or | value | Specify if ERISA | |||||
Received from/ Given | service provider, | Event (fruit basket, theatre tix, | of gift (current | or Taft-Hartley | ||||
Date | Given Rec'd | Given | Rec'd | to | prospective, other) | gift card, luncheon, golf tourney) | retail) | Account |
*No employee shall make business decisions that are influenced by giving or accepting gifts, favors, entertainment, special accommodations or other items of material value.
*Giving or accepting cash gifts or cash equivalents (e.g., gift certificates) to or from a client, prospective client, or any entity that does business with or on behalf of Sterling is prohibited. *A representative of the entity providing the entertainment, including clients, must be present at the event to be considered business entertainment *Gifts received that are intended to be shared with the entire office or department are excluded from reporting requirements. (ex. Holiday box gifts of chocolates or popcorn)
Gift Limitations:
$400 per year maximum for any person/entity doing business with SCM. $100 per year maximum for any employees registered with FINRA.
$250 per year maximum for any ERISA Plan doing business with SCM.
Refer to SCM's Code of Ethics for additional information regarding reporting requirements and exceptions. Revised 12/2013
Sterling Capital Management LLC
Outside Activities Approval
I hereby disclose my participation in the following outside activities. I understand that all activities that could cause a conflict of interest must be disclosed. This may include, but is not limited to, personal, business or civic activities. Below is an explanation/description of the activity. (Answer all that apply. Use N/A if a section does not apply. Please Print. Use one form for each activity.)
Nature of Outside Activity: | Board Services (Office r/ Director/Partner) | Outside Empl oy ment | ||
Political Involvement | Fiduciary Appointments (Trustee) | Other (Private Investment) |
Name of organization, your affiliation to organization, the nature/purpose of organization and description of your duties :
Location of outside activity: (street address; city; state; zip code) | |||||
Estimated time devoted to activity: | hours per | week _____month ____year | |||
Will this activity require time during normal business hours? No | Yes If Yes, state the number of hours: | ||||
Will you be compensated for this activity? | No | Yes If Yes, basis and nature of compensation: | |||
Is organization publicly held? | No | Yes | |||
Could clients possibly invest in organization? | No | Yes | |||
Are any clients currently invested in organization? | No Yes If Yes, attach list of clients | ||||
Submitted By: | |||||
Signature | Date | Print Name & Title |
***********************************************************************************************************
Approved by Manager | Not Approved by Manager | |
Managers Signature | Date | Print Name & Title |
**********************************************************************************************************
Approved by Chief Compliance Officer | Not Approved by Chief Compliance Officer | |
Chief Compliance Officers Signature | Date | Print Name & Title |
*********************************************************************************************************** |
Comments: |
Please return form to Rebecca Patel 172-01-05-01 |
October 2010
Table of Contents | |
Message from our CEO | |
The Code of Ethics at a Glance | 2 |
Section 1. Background | 4 |
Section 2. Standards of Conduct | 4 |
2.1 Conflicts of Interest
(a) What is a conflict of interest?
(b) When can conflicts of interest arise?
(c) What types of conflicts of interest should be avoided? (d) Which conflicts of interest do I need to disclose?
(e) How do I disclose conflicts of interest?
Section 3. Outside Business Activities | 6 |
3.1 Outside Business Activity Requirements for all Crew Members (a) What outside activities are generally prohibited?
(b) What activities require preclearance?
(c) What activities do not require preclearance?
(d) How do I preclear an outside business activity?
Section 4. Gift and Entertainment Policy | 10 |
Section 5. Anti-Bribery Policy | 10 |
Section 6. Duty of Confidentiality | 10 |
Section 7. Personal Trading Activities . | 10 |
7.1 Trading Prohibitions and Requirements for all Crew Members (a) What are the prohibitions applicable to all Crew Members?
(b) Are all Crew Members required to hold Securities in a Brokerage Account at Vanguard? (c) Are there additional trading requirements or restrictions for Crew Members?
7.2 Trading Prohibitions and Requirements for Fund Access Persons (a) What are the trade preclearance requirements?
(b) How does a Fund Access Person obtain preclearance? (c) How long is a preclearance approval valid?
(d) Which types of security transactions do not require preclearance by Fund Access Persons? (e) Are there any prohibited transactions by Fund Access Persons?
(f) What are the blackout periods for Fund Access Persons?
(g) What happens if a Fund Access Person makes a prohibited purchase or sale during a blackout period (e.g., trades after a Vanguard Fund without approval)?
Table of Contents (continued)
(h) | What happens if a Fund Access Person makes a permitted purchase or sale during a blackout period (e.g.,trades before a Vanguard Fund)? |
(i) | Are there any waivers to the above blackout periods? |
(j) | What happens if a Fund Access Person makes a short-term trade in a Vanguard Fund? |
7.3 | Crew Member Obligations when Purchasing, Redeeming, or Holding Vanguard Funds |
Section 8. Reporting Requirements | 18 |
8.1 Reporting Requirements for U.S. Crew Members
(a) What are the standard reporting requirements for U.S. Crew Members?
(b) What additional reporting requirements are there for U.S. Fund Access Persons and VAI Access Persons?
8.2 Reporting Requirements for Non-U.S. Crew Members
(a) What are the reporting requirements for Non-U.S. Crew Members?
(b) What are the additional reporting requirements for Non-U.S. Crew Members that are Fund Access Persons?
8.3 Obligations for all Crew Members to Report Violations
Section 9. Certification Requirements | 22 |
9.1 | Certification Requirements for all Crew Members |
(a) | What are the certification requirements as a new Crew Member? |
(b) | What are the annual certification requirements? |
Section 10. Sanctions | 22 |
Section 11. Vanguard Expatriates | 22 |
Appendix A. Definitions | 23 |
Appendix B. Additional Personal Trading Activities | 28 |
B.1 | Australia |
(a) | What are the Vanguard Fund reporting requirements for Crew Members in Australia? |
B.2 | Japan |
(a) | What are the additional trading restrictions for Crew Members in Japan? |
B.3 | U.S. VAI Access Persons |
(a) | What are the additional trading restrictions for U.S. Crew Members that are VAI Access Persons? |
B.4 | Non-U.S. Crew Members that have Discretionary Management Arrangements |
(a) | Do I need to report discretionary Investment management arrangements if I am a non-U.S. Crew Member that is a Fund Access Person? |
Appendix C: Independent Directors and Trustees (U.S. Crew Only) | 29 |
Do the right thing
At Vanguard, the trust of our clients is our greatest asset. And that trust can only be preserved if each one of us does the right thing on behalf of Vanguard and our clients.
Our Code of Ethics is built on our commitment to maintaining the highest standards of ethical behavior and fiduciary responsibility. Our actions, decisions, and interests should never compete with the interests of Vanguard or our clients.
All crew members are responsible for understanding and complying with our Code of Ethics. Please know and follow the policies that apply to you, and be accountable for your actions. If you are a manager, help your crew to understand and comply with the Code of Ethics through your words and your actions.
Use the Code of Ethics as your guide when faced with challenging decisions or circumstances. But remember, the Code of Ethics is a document. It cannot anticipate every situation. Ultimately, we rely on your sense of personal integrity to protect and enhance Vanguards reputation. Never underestimate the importance of your own ethical conduct in our mission to treat investors fairly and give them the best chance to succeed.
F. William McNabb III
Chairman and Chief Executive Officer
The Code of Ethics at a Glance
Below are some of the general requirements of the Code of Ethics which impact Crew Members the most. These are for guidance only and are not a substitute for the Code of Ethics itself. Each should be read in conjunction with its provisions.
1. Clients Interests Come First
You must avoid serving your own personal interests ahead of the interests of Vanguard Clients.
2. Conflicts of Interest
Your actions, decisions, and interests should not compete or conflict with Vanguards or Vanguard Clients interests. You must report potential conflicts of interest to the Compliance Department.
3. Business Activities Outside of Vanguard
You may engage in outside business activities that do not conflict with Vanguards interests; however, you must obtain approval from the Compliance Department for certain outside business activities.
4. Gifts and Entertainment
When doing business with clients, vendors, potential clients, and others, you must abide by limitations on giving and receiving gifts and business entertainment. In addition, you must report all gifts and entertainment to the Compliance Department.
5. Anti-Bribery
You are prohibited from engaging or participating in any form of bribery.
6. Insider Trading
You are prohibited from buying or selling any Security while in the possession of material, non-public information about the issuer of the Security.
7. 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. Certification Requirements
On an annual basis, you are required to acknowledge that you understand the Code of Ethics and will comply with its provisions.
2
Section 1. Background |
The Code of Ethics (Code) has been approved |
and adopted by the board of directors of The |
Vanguard Group, Inc. (Vanguard), the boards |
of trustees of each of the Vanguard Funds, and |
the boards of directors of each of Vanguards |
affiliates, as applicable. Unless stated otherwise, |
the Code applies to all Crew Members. The Code |
also contains provisions applicable to Independent |
Directors and Trustees (see Appendix C). |
Section 2. Standards of Conduct |
Our standards of conduct are straightforward and |
essential. Any transaction or activity that violates |
either of the standards of conduct described below |
is prohibited, regardless of whether it meets |
technical rules found elsewhere in the Code. |
Vanguard consistently seeks to earn and maintain |
the trust and loyalty of our clients by adhering |
to the highest standards of ethical behavior and |
fiduciary responsibility. Accordingly, we must |
conduct ourselves in accordance with applicable |
law and regulations, and the following standards of |
conduct: |
Vanguard Clients interests come first. You |
must at all times place the interests of Vanguard |
Clients first. In particular, you must avoid serving |
your own personal interests ahead of the |
interests of Vanguard Clients. |
Conflicts of interest must be avoided . Your |
actions, decisions, and interests should not |
compete or conflict with Vanguards interests or |
the interests of Vanguard Clients. |
2.1 Conflicts of Interest |
2.1(a) What is a conflict of interest? |
A conflict of interest is defined as any situation |
where financial or other personal factors can |
compromise independence, objectivity, or |
professional judgment. A conflict of interest |
exists when personal or other business interests |
compete, or give the appearance of competing, |
with your duty to serve the interests of Vanguard |
and Vanguard Clients. |
2.1(b) When can conflicts of interest arise? |
Even the perception of a conflict could negatively |
affect Vanguard and harm our reputation. Its |
important to understand the following conflict |
situations: |
Actual conflict of interest. A situation where |
your personal interests directly conflict with your |
current duties and responsibilities. |
Perceived conflict of interest. A situation where |
it appears that personal interests inappropriately |
influence the performance of your duties and |
responsibilitieswhether founded or not. |
Potential conflict of interest. A situation that |
could arise in the future where your personal |
interests would affect official duties and |
responsibilities. |
Depending on your role at Vanguard, potential for |
conflict may also arise where an Immediate Family |
Member is employed by a company with which |
Vanguard has a relationship. For example, if your |
spouse is employed as a trader at a brokerage |
firm that executes Vanguard Fund trades, and you |
are a phone associate, a conflict may not exist; |
however, if you hold a position in the Investment |
Management Group or Fund Financial Services, a |
potential conflict exists. |
2.1(c) What types of conflicts of interest should |
be avoided? |
Generally, you should avoid the following: |
Any business interest that competes, directly |
or indirectly, with the interests of Vanguard. |
Any situation where you would benefit, |
directly or indirectly, from Vanguards dealings |
with others. |
4
2.1(d) Which conflicts of interest do I need to |
disclose? |
You should avoid situations where a conflict of |
interest could arise. You are required to disclose |
the following information: |
Any situation that may present the potential for |
a conflict of interest with Vanguards business or |
the interests of Vanguard Clients. |
Any employment arrangements of your |
Immediate Family Members that may present |
the potential for conflict with Vanguard and its |
activities. |
2.1(e) How do I disclose conflicts of interest? |
You should report potential conflicts to the |
Compliance Department as soon as they arise. |
Please also contact the Compliance Department |
if you encounter a conflict that is not explicitly |
addressed by our policies or is potentially |
significant to a business area or across divisions. |
Web Resource To disclose potential conflicts |
of interest, complete the Outside Business |
Activities and Conflicts of Interest Form under |
My CrewNet/My Compliance on CrewNet. |
Vanguard affiliates or your specific department |
may have additional policies regarding conflicts of |
interest that you must also follow. |
Section 3. Outside Business |
Activities |
You are permitted to engage in outside business |
activities (permanent, part-time, or one-time |
assignment) during your personal time. However, |
those activities should not adversely affect |
Vanguard or present a conflict of interest. Your job |
at Vanguard should come first over other business |
opportunities, nonprofit activities, or a second |
job. Be mindful of potential conflicts, obtain any |
necessary approvals, and be aware that you may |
be required to discontinue an activity if a conflict |
exists. |
Web Resource U.S. Crew Members who |
hold a FINRA license are also required to comply |
with the Outside Business Activity section of |
the Form U4 Reporting Obligations page on |
CrewNet. |
3.1 Outside Business Activity requirements for |
all Crew Members |
3.1(a) What outside activities are generally |
prohibited? |
The following activities are generally prohibited: |
Holding a second job with any company or |
organization whose activities could create a |
conflict of interest with your employment at |
Vanguard. This includes, but is not limited to, |
selling Securities, term insurance, or fixed or |
variable annuities; providing Investment advice |
or financial planning; or engaging in any business |
activity similar to Vanguards or your job at |
Vanguard. |
Working, including serving as a director, officer, |
or in an advisory capacity, for any business or |
enterprise that competes with Vanguard. |
Working for any organization that could benefit |
from your knowledge of confidential Vanguard |
information, such as new Vanguard products, |
services, or technology. |
Serving on the board of a publicly traded company |
(or on the board of a company reasonably |
expected to become a public company through |
an IPO). |
Using Vanguard time, equipment, services, Crew |
Members, or property for the benefit of the |
outside business activity. |
Allowing your activities, or the time you spend |
on them, to interfere with the performance of |
your job. |
Accepting a business opportunity from someone |
who does, or seeks to do, business with |
Vanguard if the person made the offer because |
of your position at Vanguard. |
Selling interests, soliciting investors, or referring |
participants to a Private Securities Transaction. |
6
3.1(b) What activities require preclearance? |
You are required to obtain written prior approval for |
the following outside activities: |
Compensated positions held outside of |
Vanguard. |
All entrepreneurial activities, including home and |
family businesses and independent consulting. |
Volunteer positions that involve recommending |
or approving Securities for an organization. This |
includes, but is not limited to, serving on the |
finance or investment committee of a nonprofit |
organization, or serving as treasurer for a |
homeowners association or on a school board. |
Any activity where your role is similar or closely |
related to your responsibilities at Vanguard. |
Any government position, whether paid or |
unpaid, elected or appointed (e.g., an elected |
official or member, director, officer, or employee |
of a government agency, authority, advisory |
board or other board, such as a public school or |
library board). |
An official position with any federal, state, or |
local government authority, or service as a board |
member or in any representative capacity for |
any civic, public interest, or regional business |
interest organization (e.g., you are the executive |
director of a local chamber of commerce or on |
the board of a wildlife protection organization). |
Any compensated or non-compensated position |
on a private company board. This includes |
positions on boards of nonprofit organizations; |
charitable foundations; universities; hospitals; |
and civic, religious, or fraternal organizations. |
Any position on a panel or committee of an |
index provider. |
Acting as a real estate agent or conducting any |
mortgage-related activities. |
Any teaching positions where the subject matter |
relates to Vanguard business that is not in the |
course of your duties for Vanguard. |
3.1(c) What activities do not require |
preclearance? |
You are not required to obtain written approval for |
the following activities: |
Compensated positions in a retail business |
for example, positions in retail or department |
stores or in the food service industry. |
Ownership of a second home, rental property, |
or Investment property. |
Selling items on online auction sites so long as |
it is not operated as a business. |
Unpaid positions with holding companies, |
trusts, or non-operating entities that hold your or |
your familys real estate or other Investments, |
provided the Securities would not otherwise |
require approval if held directly. |
3.1(d) When and how do I preclear an outside |
business activity? |
You are required to obtain approval for outside |
business activities: |
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 some situations, you will receive a follow-up |
form from the Compliance Department requiring |
that you obtain approval from a Vanguard Officer or |
Managing Director. |
Note: Vanguard Officers may not accept or |
participate in any form of outside activities unless |
they have received written approval from a |
Vanguard Managing Director or the Chief Executive |
Officer in addition to receiving written approval |
from the Compliance Department. |
8
Web Resource To seek preclearance for |
an outside activity, or to report a change or |
discontinuation of an outside activity, complete |
the Outside Business Activities and Conflicts |
of Interest Form under My CrewNet/My |
Compliance on CrewNet. |
Section 4. Gift and Entertainment |
Policy |
You are subject to Vanguards Gift and Entertainment |
Policy, which is considered an integral part of the |
Code. There are restrictions on the extent to which |
gifts or entertainment may be received from or |
provided to any third party. |
Web Resource Refer to the Gift and |
Entertainment Policy on the Code of Ethics |
Resource page on CrewNet for information |
and guidelines. |
Section 5: Anti-Bribery Policy |
You are subject to Vanguards Anti-Bribery Policy, |
which prohibits the offer, promise, payment, or |
provision of money or anything of value to any party |
for the purpose of improperly obtaining, directing, |
or retaining business or securing an improper |
advantage for Vanguard. |
Web Resource Refer to the Anti-Bribery |
Policy on the Code of Ethics Resource page on |
CrewNet for information and guidelines. |
Section 6. Duty of Confidentiality |
You must keep confidential any non-public |
information that you may have obtained while |
working at Vanguard at all times. This information |
includes, but is not limited to: |
Information on the Vanguard Funds (e.g., recent |
or impending Securities transactions, activities |
of the funds advisors, offerings of new funds, |
changes to fund minimums or other provisions |
in the prospectus, or closings of funds). |
Information on current or prospective Vanguard |
Clients (e.g., their personal information, |
Investments, or account transactions). |
Information about other Crew Members or |
Independent Directors and Trustees |
(e.g., their pay, benefits, position level, and |
performance ratings). |
Information on Vanguard business activities |
(e.g., new services, products, technology, or |
business initiatives). |
You must not reveal confidential information to |
any party that does not have a clear and compelling |
need to know such information. |
Section 7. Personal Trading |
Activities |
You must avoid taking personal advantage of your |
knowledge of Securities activity in Vanguard Funds |
or in client accounts. The Code includes specific |
restrictions on personal investing but cannot |
anticipate every fact pattern or situation. You should |
adhere at all times to the spirit, and not just the |
letter, of the Code. |
7.1Trading Prohibitions and Requirements for |
all Crew Members |
7.1(a) What are the trading prohibitions |
applicable to all Crew Members? |
Engaging in conduct that is deceitful, |
fraudulent, or manipulative, or that involves |
false or misleading statements, in connection |
with the purchase or sale of a Security by a |
Vanguard Fund. |
Intentionally, recklessly, or negligently circulating |
false information or rumors that may affect |
the Securities markets or may be perceived as |
market manipulation. |
10
Trading on knowledge of Vanguard Fund |
activities. Taking personal advantage of |
knowledge of recent or impending Securities |
activities of the Vanguard Funds or their |
Investment advisors. You are prohibited from |
purchasing or sellingdirectly or indirectly |
any Security or Related Security when you |
know that the Security is being purchased or |
sold, or considered for purchase or sale, by a |
Vanguard Fund (with the exception of an index |
fund). This prohibition applies to all Securities in |
which the person has acquired or will acquire |
Beneficial Ownership. |
Vanguard InsiderTrading Policies. You are |
subject to the Insider Trading Policy of the |
Vanguard affiliate for which you work. The Insider |
Trading Policies are considered an integral part |
of the Code. Each Insider Trading Policy prohibits |
you from buying or selling any security while in |
possession of material, non-public information |
about the issuer of the Security. The policies |
prohibit you from communicating any non-public |
information about any Security or issuer of |
Securities to third parties. |
Web Resource Refer to your local Insider |
Trading Policy on the Code of Ethics Resource |
page on CrewNet for further information. |
7.1(b) Are all Crew Members required to hold |
Securities in a Brokerage Account at Vanguard? |
U.S. Crew Members and their Immediate Family |
Members are required to hold all Reportable |
Securities within a Vanguard Brokerage Account. |
New Crew Members will have 60 days to |
complete the transfer of all Reportable Securities |
from an investment firm to Vanguard. |
Quick Guide: Refer to |
the Securities to Be Held |
at Vanguard document, |
which can be accessed |
from the Code of Ethics |
on CrewNet. |
Non-U.S. Crew Members and their Immediate |
Family Members may trade and hold Reportable |
Securities with a non-Vanguard brokerage firm. |
Crew Members shall arrange where possible for |
their local Compliance Department to receive |
duplicate statements and confirmations directly |
from the brokerage firm. |
Quick Guide: Refer |
to the Trading and |
Reporting Requirements |
for Non-Access Persons |
document, which can be |
accessed from the Code |
of Ethics on CrewNet. |
7.1(c) Are there additional trading requirements |
or restrictions for Crew Members? |
There are additional trading requirements and |
restrictions for Crew Members in Australia |
and Japan, and for VAI Access Persons in the |
United States (see Appendix B). In addition, |
there are specific provisions for non-U.S. Crew |
Members who are Fund Access Persons and |
who have discretionary Investment management |
arrangements with a third party. |
In addition, your local Compliance Department has |
authority, with appropriate notice to you, to apply |
any or all of the trading restrictions specified in |
Section 7.2 to Non-Access Persons. For example, |
Access Person provisions may be applied to a Non- |
Access Person who gains access, through system |
access or otherwise, to Vanguard Fund impending |
purchases or sales of Securities. |
12
7.2Trading Prohibitions and Requirements for |
Fund Access Persons |
The requirements of this Section 7.2 apply to all |
transactions or holdings in which Fund Access |
Persons have or will acquire Beneficial Ownership |
of Securities. |
7.2(a) What are the trade preclearance |
requirements? |
You must obtain, for yourself and on behalf of your |
Immediate Family Members, preclearance for any |
transaction in a Covered Security. |
Quick Guide: Refer |
to the Trading and |
Reporting Requirements |
for Fund Access Persons |
document, which can be |
accessed from the Code |
of Ethics on CrewNet. |
7.2(b) How does a Fund Access Person |
obtain preclearance? |
Preclearance requests must be submitted by |
completing the Preclearance Form on My CrewNet/ |
My Compliance or by contacting the Compliance |
Department. You must wait until you receive |
approval from the system before entering your |
trade either online or with your broker. Transactions |
in Covered Securities may not be executed before |
you receive approval. |
Attempting to gain approval after the transaction |
has occurred is not permitted. Completing a |
personal trade before receiving approval or after |
the approval window expires constitutes a violation |
of the Code of Ethics. See Section 10 for more |
information regarding the sanctions that may be |
imposed as a result of a violation. |
Same day limit orders are permitted; however, |
good til cancelled orders (such as orders that stay |
open indefinitely until a security reaches a specified |
market price) are not permitted. |
Web Resource To seek preclearance, complete |
the Preclearance Form under My CrewNet/My |
Compliance on CrewNet. |
7.2(c)How long is a preclearance approval valid? |
U.S. Crew Members: If you receive approval for |
a market order, it will be effective until the close |
of trading on the same business day, unless |
otherwise revoked (e.g., if you receive approval |
on Monday, it is effective until market close on |
Monday). If you receive approval for a limit order, it |
must either be executed or expire at the close of |
trading on the same business day. If you wish to |
execute the limit order after the close of trading on |
the day you received approval, you must resubmit a |
preclearance request. Preclearance for limit orders |
is good for same day transactions only. |
Non-U.S. Crew Members: If you receive approval, |
transactions must be executed no later than the |
end of trading on the next business day after the |
preclearance is granted. If the transaction is not |
placed within that time, you must submit a new |
request for approval before placing the transaction. |
If you preclear a limit order, that limit order must |
either be executed or expire at the end of the next |
business day. If you want to execute the order after |
the next business day period expires, you must |
resubmit your preclearance request. |
7.2(d) Which types of Securities transactions |
do not require preclearance by Fund Access |
Persons? |
You are not required to obtain preclearance for |
the following: |
Purchases or sales where the person requesting |
preclearance has no direct or indirect influence |
or control (e.g., a Fund Access Person has a |
trust in his name but is not the trustee who |
places the transaction, provided the Fund Access |
Person has granted full Investment Discretion |
to the trustee and there has been no prior |
communication between them regarding |
the transaction). |
14
Corporate actions in Covered Securities such |
as stock dividends, stock splits, mergers, |
consolidations, spin-offs, or other similar |
corporate reorganizations or distributions. |
Purchases or sales made as a part of an |
Automatic Investment Program. |
Purchases made upon the exercise of rights by |
an issuer in proportion to all holders of a class |
of its Securities, to the extent such rights were |
acquired for such issuer. |
Acquisitions of Covered Securities through gifts |
or bequests. |
7.2(e) Are there any prohibited transactions by |
Fund Access Persons? |
Private Placements. You are prohibited from |
acquiring Securities in a Private Placement |
without prior approval from the Compliance |
Department. If you receive approval to purchase |
Securities in a Private Placement, you must |
disclose that Security if it subsequently goes to |
public offer or is pending listing on an exchange. |
Web Resource To seek preclearance of a |
Private Placement, complete the Outside |
Business Activities and Conflicts of Interest |
Form under My CrewNet/My Compliance on |
CrewNet. |
Futures and Options. You are prohibited from |
entering into, acquiring, or selling any Futures |
contract (including single stock futures) or |
any Option on any Security (including options |
on ETFs). |
IPOs. You are prohibited from acquiring |
Securities in an initial public offering. |
Short-Selling. You are prohibited from selling |
short any Security that you do not own or from |
otherwise engaging in Short-Selling activities. |
Short-TermTrading. You are prohibited from |
purchasing and then selling any Covered |
Security at a profit, as well as selling and then |
repurchasing a Covered Security at a lower |
price within 60 calendar days. A last-in-first-out |
accounting methodology will be applied to a |
series of Security purchases when applying this |
holding rule. If you realize profits on short-term |
trades, you will be required to relinquish the |
profits. In addition, the trade will be recorded |
as a violation of the Code. For example, you |
are not permitted to sell a security at $12 that |
you purchased within the prior 60 days for $10. |
Similarly, you are not permitted to purchase a |
security at $10 that you sold within the prior 60 |
days for $12. |
Spread Bets. You are prohibited from |
participating in Spread Betting on Securities, |
indexes, interest rates, currencies, or |
commodities. |
7.2(f) What are the blackout periods for Fund |
Access Persons? |
There are restrictions that apply to a transaction in |
a Covered Security if a Vanguard Fund has bought |
or sold the same (or Related) Covered Security |
within seven (7) calendar days. |
There are two types of blackout periods: |
Prohibited: the purchase or sale of a Covered |
Security after a Vanguard Fund trades in the |
same (or Related) Covered Security. |
Note: Will result in a violation of the Code and |
could require you to sell the Covered Security |
and relinquish profits. |
Permitted: the purchase or sale of a Covered |
Security seven calendar days before a Vanguard |
Fund purchases or sells the same (or Related) |
Covered Security. |
Note: Even permitted purchases and sales could |
have consequences (e.g., extended holding period |
or relinquishing profits). |
The Compliance Department may exempt from |
these prohibitions certain trades during blackout |
periods that coincide with trading by certain |
Vanguard Funds (e.g., index funds). |
15
Quick Guide: Refer |
to the Trading and |
Reporting Requirements |
for Fund Access Persons |
document, which can be |
accessed from the Code |
of Ethics on CrewNet. |
7.2(g) What happens if a Fund Access Person |
makes a prohibited purchase or sale during a |
blackout period (e.g., trades after a Vanguard |
Fund without approval)? |
If you make a prohibited purchase, you must sell the |
Covered Security and relinquish any gain from the |
transaction (exclusive of commissions). In addition, |
the trade will be recorded as a violation of the Code. |
If you make a prohibited sale, you must relinquish |
the difference (exclusive of commissions) between |
the sale price you received and the Vanguard Funds |
sale price (as long as your sale price is higher), |
multiplied by the number of shares you sold. In |
addition, the trade will be recorded as a violation of |
the Code. |
Local law may also dictate the extent to which gains |
must be relinquished. |
7.2(h) What happens if a Fund Access Person |
makes a permitted purchase or sale during a |
blackout period (e.g., trades before a Vanguard |
Fund)? |
If you make a permitted purchase, you are not |
permitted to sell the Covered Security at a profit for |
six months after the Vanguard Funds purchase. |
If you make a permitted sale, you must relinquish |
the difference (exclusive of commissions) between |
the sale price you received and the Vanguard Funds |
sale price (as long as your sale price is higher), |
multiplied by the number of shares you sold. |
If you make a prohibited sale within the six-month |
period at a profit, you must relinquish the difference |
(exclusive of commissions) between the purchase |
and sale prices you received multiplied by the |
number of shares you sold. In addition, the trade |
will be recorded as a violation of the Code. |
Local law may also dictate the extent to which gains |
must be relinquished. |
7.2(i) Are there any waivers to the above blackout |
periods? |
The Compliance Department may waive the |
blackout restriction as it applies to the sale of a |
Covered Security if the Chief Compliance Officer |
(CCO) determines that its application creates a |
significant hardship to you (e.g., repeated rejection |
of preclearance requests) and, in the opinion of the |
CCO, there is no conflict between your trade and |
the Vanguard Fund trade. |
Web Resource To request a hardship |
exemption, complete the Hardship Waiver |
Request Form on the Code of Ethics Resource |
page on CrewNet. |
7.2(j) What happens if a Fund Access Person |
makes a short-term trade in a Vanguard Fund? |
The Compliance Department will monitor trading |
in Vanguard Funds and will review situations |
where Vanguard Fund shares are redeemed |
within 30 calendar days of purchase (a short- |
term trade). You may be required to relinquish |
any profit made on a short-term trade and will be |
subject to disciplinary action if the Compliance |
Department determines that the short-term trade |
was detrimental to the interests of a Vanguard |
Fund or a Vanguard Client or that there is a history |
of frequent trading by the Crew Member or his or |
her Immediate Family Members. For purposes of |
this paragraph: |
A redemption includes a redemption by |
any means, including an exchange out of a |
Vanguard Fund. |
This policy does not cover purchases and |
redemptions/sales (i) into or out of Vanguard |
money market funds, Vanguard short-term |
bond funds, or Vanguard ETFs; or (ii) through an |
Automatic Investment Program. |
16
7.3 Crew Member Obligations when Purchasing, |
Redeeming, or Holding Vanguard Funds |
The following is a summary of obligations |
applicable to Crew Members who purchase, |
redeem, or hold Vanguard Funds: |
When purchasing, exchanging, or redeeming |
shares of Vanguard Funds, you and your |
Immediate Family Members must adhere to the |
policies and standards set forth in the funds |
prospectuses, including policies on market- |
timing and frequent trading. |
If you are considered a Fund Access Person |
or a VAI Access Person you will be required |
to disclose any internal and external accounts |
holding Vanguard Funds; however, you will not |
be required to seek prior trade approval for |
purchases or redemptions in Vanguard Funds |
from the Compliance Department. |
If you are considered a Fund Access Person, the |
Compliance Department will monitor short-term |
trading (purchase and sale within 30 days) in |
Vanguard Funds. See Section 7.2(j). |
U.S. Crew Members may hold Vanguard Funds |
outside of Vanguard; however, Vanguard ETFs |
must be held in a Vanguard brokerage account. |
Section 8. Reporting Requirements |
The reporting requirements of this Section 8 |
apply to all transactions or holdings in which Crew |
Members have or will acquire Beneficial Ownership |
of Securities. |
8.1 Reporting Requirements for U.S. Crew |
Members |
8.1(a) What are the standard reporting |
requirements for U.S. Crew Members? |
Initial Holdings Report All new Crew Members |
are required to complete and submit to the |
Compliance Department an Initial Holdings Report |
disclosing all Covered Accounts and all Reportable |
Securities when they join Vanguard. This includes |
Brokerage Accounts held at Vanguard as well as |
those held at another financial institution. This |
information must be current as of 45 calendar days |
prior to joining Vanguard. |
Web Resource New hires will receive an Initial |
Holdings Report via-email. Status of completion |
can be found in CrewNet under My CrewNet/My |
Compliance. |
In addition, you must notify the Compliance |
Department if you or an Immediate Family Member |
has subsequently opened or intends to open a |
Covered Account with a financial institution (e.g., |
broker, dealer, advisor, or any other professional |
money manager), has acquired holdings in |
Reportable Securities or if a preexisting Covered |
Account (including a Vanguard Brokerage Account) |
becomes associated with you (such as through |
marriage or inheritance). |
Disclose new Covered Accounts and holdings by |
sending an e-mail to Vanguard Compliance. |
Quick Guide: Refer to the |
Trading and Reporting |
Requirements for |
Non-Access Persons |
document, which can be |
accessed from the Code |
of Ethics on CrewNet. |
Duplicate statements and transaction |
confirmations. You must disclose transactions |
in Reportable Securities made by you and your |
Immediate Family Members. For Brokerage |
accounts held at Vanguard that you have disclosed, |
the Compliance Department will receive |
transaction confirmations automatically. For each |
approved Covered Account and any holdings of |
Reportable Securities held outside of Vanguard, |
it is your responsibility to ensure that duplicate |
statements and transaction confirmations are |
delivered to the Compliance Department. If |
the outside Investment firm is not able to send |
statements and transaction confirmations directly |
to Vanguard, you will be required to submit copies |
immediately after you receive them, unless you |
receive an exemption from this requirement from |
the Compliance Department. Transaction |
18
confirmations and statements are not required |
if the account does not have the ability to hold |
Securities (e.g., a traditional checking account). |
8.1(b) What additional reporting requirements |
exist for U.S. Fund Access Persons and VAI |
Access Persons? |
Initial Holdings Report In addition to the |
standard reporting requirements for all new U.S. |
Crew Members, you must also disclose the |
following: |
Covered Accounts where you exercise |
Investment Discretio n. |
Accounts, 529 college savings plans, and annuity |
or insurance products holding Vanguard Funds . |
The information must be sent to the Compliance |
Department no later than ten (10) calendar days |
after you become a Fund Access or VAI Access |
Person. |
Quick Guide: Refer to |
the Trading and Reporting |
Requirements for Fund |
Access Persons and the |
Trading and Reporting |
Requirements for |
VAI Access Persons |
documents, which can be |
accessed from the Code |
of Ethics on CrewNet. |
QuarterlyTransaction Report You must report to |
the Compliance Department, within 30 days after |
the end of each calendar quarter, any transactions |
in Reportable Securities, holdings in Vanguard |
Funds, 529 plans, and Annuity or Insurance |
products invested in Vanguard Funds held outside |
of Vanguard. You are not required to disclose |
transactions if the Compliance Department |
receives duplicate confirmations or statements |
within 30 calendar days after the end of each |
calendar quarter. If there are no transactions in |
Reportable Securities or new Covered Accounts to |
disclose, the report should state None. |
Annual Holdings Report Each year through the |
Annual Crew Certification, you must confirm that |
you have reported all Covered Accounts, holdings in |
Reportable Securities, and Vanguard mutual funds |
held outside of Vanguard. |
8.2 Reporting Requirements for Non-U.S. Crew |
Members |
8.2(a) What are the standard reporting |
requirements for Non-U.S. Crew Members? |
Initial Holdings Report All new Crew Members |
are required to disclose all Covered Accounts and |
holdings of Reportable Securities to their local |
Compliance Department when they join Vanguard. |
This includes disclosure of all Covered Accounts |
where transactions are made under an Automatic |
Investment Program. The account and Security |
information will be requested and completed |
through the New Crew Certification process. This |
information must be current as of 45 calendar days |
prior to joining Vanguard. |
Web Resource Disclose Covered Accounts and |
holdings in Reportable Securities within the Accounts |
and Holdings section under My CrewNet/My |
Compliance on CrewNet. |
In addition, you must disclose if you or an |
Immediate Family Member has subsequently |
opened a Covered Account with a financial |
institution (e.g., broker, dealer, advisor, or any |
other professional money manager), has acquired |
holdings in Reportable Securities or if a preexisting |
Covered Account becomes associated with you |
(such as through marriage or inheritance). |
19
Quick Guide: Refer |
to the Trading and |
Reporting Requirements |
for Non-Access Persons |
document, which can be |
accessed from the Code |
of Ethics on CrewNet. |
Reporting transactions You are required to |
report to your local Compliance Department any |
transactions in Reportable Securities. You do |
not have to report each transaction in a Covered |
Account if the transactions are made under an |
Automatic Investment Program. |
Web Resource Disclose Reportable Securities |
transactions within the Accounts and Holdings |
section under My CrewNet/My Compliance on |
CrewNet. |
Duplicate statements and transaction |
confirmations For each Covered Account |
and holdings in Reportable Securities, it is your |
responsibility to ensure that duplicate statements |
and transaction confirmations are being delivered |
to your local Compliance Department. If the |
Investment firm is not able to send statements |
and confirmations directly to Vanguard, you will be |
required to submit copies immediately after you |
receive them, unless you receive an exemption |
from this requirement from the Compliance |
Department. You do not have to send transaction |
confirmations if the transactions are made under an |
Automatic Investment Program. |
Note: Have the investment firm mail copies or |
interoffice mail transaction confirmations and |
statements to your local Compliance Department |
immediately upon your receipt. |
8.2(b) What are the additional reporting |
requirements for Non-U.S. Crew Members that |
are Fund Access Persons? |
Initial Holdings Report In addition to the |
standard reporting requirements for all new Non- |
U.S. Crew Members, you must also disclose the |
following: |
Covered Accounts where you exercise |
Investment Discretio n. |
Accounts, pension plans, and annuity or |
insurance products holding Vanguard Funds. |
Accounts holding Vanguard Funds where |
transactions are made under an Automatic |
Investment Program . |
The information must be sent to the Compliance |
Department no later than ten (10) calendar days |
after you become a Fund Access Person. |
Web Resource Disclose Covered Accounts, |
holdings in Vanguard Funds, and Reportable Securities |
within the Accounts and Holdings section under My |
CrewNet/My Compliance on CrewNet. |
Quick Guide: Refer |
to the Trading and |
Reporting Requirements |
for Fund Access Persons |
document, which can be |
accessed from the Code |
of Ethics on CrewNet. |
Annual Holdings Report Each year through the |
Annual Crew Certification, you must confirm that |
you have reported all Covered Accounts, Report- |
able Securities, and Vanguard mutual funds. |
For Fund Access Persons of Vanguard Investments |
Hong Kong, Limited (VIHK) the holdings disclosure |
requirement is semi-annual, including the provision |
of statements. |
8.3 Obligations for all Crew Members to Report |
Violations |
Any Crew Member who is aware of a violation of |
the Code should report the violation to his local |
Compliance Department immediately. |
20
Section 9. Certification |
Requirements |
9.1 Certification Requirements for all Crew |
Members |
9.1(a) What are the certification requirements as |
a new Crew Member? |
New Crew Certification All new Crew Members |
must certify to the Compliance Department, that (i) |
they have read and understand the Code, (ii) they |
will comply with all requirements of the Code, and |
(iii) they will report all required transactions. |
9.1(b) What are the annual certification |
requirements? |
Annual Crew Certification All Crew Members |
must certify annually that (i) they have read and |
understand the Code, (ii) they have and will |
continue to comply with all requirements of |
the Code, and (iii) they will report all required |
transactions. In addition, Fund Access and VAI |
Access Persons must confirm that they have |
reported all Covered Accounts and Reportable |
Securities required pursuant to the requirements |
of the Code. |
Section 10. Sanctions |
Potential violations of the Code will be investigated |
by your local Compliance Department. All violations |
of the Code will be reported to the Vanguard |
CCO. The Compliance Department (as authorized |
by the CCO) will impose whatever sanctions are |
considered to be necessary and appropriate under |
the circumstances and in the best interests of |
Vanguard Clients. These sanctions, subject to local |
laws, may include, without limitation, bans on |
personal trading, disgorgement of trading profits, |
and personnel action, including termination of |
employment, where appropriate. |
The CCO, in his or her discretion, may waive |
compliance with any particular provision of this |
Code if he or she deems it necessary to avoid |
an unjust result and there is no apparent conflict |
of interest. |
Section 11. Vanguard Expatriates |
If you have been seconded from your country of |
employment (Home Country) to an overseas |
affiliate (Host Country) you must follow the |
following reporting requirements: |
All Outside Business Activities preclearance |
requests must be submitted to the Home Country |
for approval. |
All gifts and entertainment must be submitted to |
the Host Country for approval. |
Where applicable, any application for preapproval |
of personal account dealing and associated |
account holdings and trade reporting must be |
submitted to the Home Country. |
22
Appendices |
Appendix A. |
Definitions |
Appendix B. |
Additional Personal Trading Activities |
Appendix C. |
Independent Directors and Trustees (U.S. Crew Only) |
Appendix A. Definitions |
The following definitions apply throughout |
the Code. |
American Depository Receipts (ADRs) |
A receipt that represents a specific number of |
shares of a foreign-based corporation held by a |
U.S. bank and entitles the holder to all dividends |
and capital gains. Through ADRs, investors can buy |
shares of foreign-based companies in the United |
States instead of in foreign markets. |
Automatic Investment Program |
A program in which regular periodic purchases (or |
withdrawals) are made automatically in (or from) |
Investment accounts, according to a predetermined |
schedule and allocation. An Automatic Investment |
Program includes a dividend reinvestment plan. |
Bankers Acceptance |
A money market instrument guaranteed by a |
bank; it is generally used by nonfinancial firms for |
international trade. |
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 an account over which you |
have decision-making authority (e.g., 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 |
of 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 security (IOU) issued by a corporation, |
government, or government agency in exchange for |
the money the bondholder lends it. |
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 a Crew Member can transact |
in Securities, including Automatic Investment |
Programs, employee stock purchase programs, and |
employee stock option programs. |
Certificate of Deposit (CD) |
An insured, interest-bearing deposit at a bank that |
requires the depositor to keep the money 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 regular stock. |
Commercial Paper |
A promissory note issued by a large company in |
need of short-term financing. |
24
Contract for Difference (CFD) |
A contract between two parties, typically described |
as buyer and seller, stipulating that the seller 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.) |
Covered Account |
A Brokerage Account or any other type of account |
that holds, or is capable of holding, Reportable |
Securities. |
Covered Security |
Any Security (as defined below), other than (i) |
Direct Obligations of a Government; (ii) Bankers |
Acceptances, bank Certificates of Deposit, |
Commercial Paper, and High-Quality Short- |
Term Debt Instruments, including Repurchase |
Agreements; (iii) shares issued by Open-End |
Investment companies (although for European |
subsidiaries, this is limited to UCITS schemes, a |
non-UCITS retail scheme, or another fund that is |
subject to supervision under the law of an EEA |
state which is an index fund or which requires an |
equivalent level of risk spreading in their assets); |
(iv) life policies; and (v) exchange-traded funds and |
exchange-traded notes. |
Crew Member |
All employees, officers, directors, and trustees of |
Vanguard or a Vanguard fund. |
Debenture |
An unsecured debt obligation backed only by the |
general credit of the borrower. |
Direct Obligations of a Government |
A debt that is backed by the full taxing power of |
any government. These Securities are generally |
considered to be of the very highest quality. |
Evidence of Indebtedness |
Written agreements for enforceable obligations to |
pay money. |
Exchange-Traded Fund (ETF) |
An investment with characteristics of both mutual |
funds and individual stocks. Many ETFs 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 (ETN) |
A senior, unsecured, unsubordinated debt security |
issued by a financial institution, 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, director, or trustee of Vanguard or a |
Vanguard Fund, excluding Independent Directors |
and Trustees, and any Crew Member who in the |
course of his or her regular duties participates in |
the selection of a Vanguard Funds Securities or |
who works in a Vanguard department or unit that |
has access to information regarding a Vanguard |
Funds impending purchases or sales of Securities. |
For Crew Members who are not officers, the |
Compliance Department designates Fund Access |
Persons by department number. |
Quick Guide: Refer to |
the Fund Access Person |
Departments document, |
which can be accessed |
from the Code of Ethics |
on CrewNet. |
Futures/Futures Contract |
A contract to buy or sell specific amounts of a |
commodity or financial instrument (such as grain, |
a foreign currency, or an index) for an agreed-upon |
price at a certain time in the future. Sometimes |
the arrangements in a contract prescribe that |
settlements are made through cash payments, |
rather than the delivery of physical goods or |
Securities; this is called Contract for Difference. |
25
High-Quality Short-Term Debt Instrument |
An instrument that has a maturity at issuance |
of less than 366 days and that is rated in one of |
the 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 Members |
Your spouse, domestic partner (an |
unrelated adult with whom you share your |
home and contribute to each others support), |
and minor children. |
Independent Directors and Trustees |
Any director or trustee who is not an interested |
person of a Vanguard fund within the meaning of |
Section 2(a)(19) of the Investment Company Act |
of 1940. |
Initial Public Offering (IPO) |
A corporations first offering of common stock to |
the public. |
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 persons account (e.g., executor, |
trustee, or power of attorney). |
Money Market Fund |
A mutual fund that seeks income, liquidity, and a |
stable share price by investing in very short-term |
investments. Money market funds are suitable |
for the cash reserves portion of a portfolio or for |
holding funds youll need soon. |
Non-Access Person |
Any Crew Member who is not a Fund Access |
Person or Vanguard Advisers, Inc. (VAI) 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, index, or |
debt, at a specified price (the strike price) during a |
specified period or on one particular date. |
Private Placement |
The sale of securities 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. Investors |
involved in private placements are usually large |
banks, mutual funds, insurance companies, and |
pension funds. |
Private Securities Transaction |
An Investment in an enterprise or unregistered |
security that is not typically held in a traditional |
Brokerage Account. They are personal Securities |
outside of Vanguard, which includes interests |
in limited partnerships, Private Placements, or |
restricted stock. |
26
Real Estate Investment Trust (REIT) |
A publicly traded company that invests in real |
estate and distributes almost all of its taxable |
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 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, |
and ETNs. |
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. |
Rights |
A Security giving stockholders entitlement to |
purchase new shares issued by the corporation 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, Investment Contract, ETF, ETN, or any other |
Investment or interest commonly known as |
a Security. |
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 the |
movement of a wide range of markets from shares |
to currencies, commodities and interest rates. It |
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 corporations assets |
and profits, some of which could be paid out as |
dividends. |
Unit Investment Trust (UIT) |
An SEC-registered Investment company that |
purchases a fixed, unmanaged portfolio of 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 of its |
affiliates including, but not limited to, Vanguard |
Global Advisors Inc., Vanguard National Trust |
Company, Vanguard Advisors Inc., Vanguard |
Investments Australia Ltd, Vanguard Investments |
Hong Kong Ltd, Vanguard Investments Japan, Ltd, |
Vanguard Investments Singapore, Ltd, Vanguard |
Asset Services, Ltd, Vanguard Asset Management, |
Ltd (and any branch office thereof), Vanguard |
Investments, UK Ltd, Vanguard Investments |
Switzerland GmbH, Vanguard Group (Ireland) |
Limited, and Vanguard Investments Canada Inc. |
27
Vanguard Advisers, Inc. (VAI) Access Person |
Any VAI officer, as well as any Crew Member who |
is involved in making Securities recommendations |
to VAI clients, or has significant levels of interaction |
or dealings with VAI clients for the purposes of |
providing VAI services to clients. For VAI Crew |
Members who are not officers, the Compliance |
Department designates access persons by |
department numbers. |
Quick Guide: Refer to |
the VAI Access Person |
Departments document, |
which can be accessed |
from the Code of Ethics |
on CrewNet. |
Vanguard Clients |
The clients of VGI, or any of its affiliates, and |
investors in the Vanguard Funds, including the |
Vanguard Funds themselves. |
Vanguard Expat |
A Crew Member employed by a Vanguard entity in |
a country other than the one in which he or she are |
working. For example, Vanguard sends you from |
your job in the Pennsylvania office to work for an |
extended period in its London office; once you are |
in London, you would be considered an expatriate |
or expat. |
Vanguard Funds |
The mutual funds, ETFs, and any other accounts |
sponsored or managed by Vanguard. This includes, |
but is not limited to, separately managed accounts |
and collective trusts. |
Vanguard Officers |
Those Vanguard Crew Members at a Principal level |
position or higher. |
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. |
28
Appendix B. Additional Personal |
Trading Activities |
B.1 Australia |
B.1(a) What are the Vanguard Fund reporting |
requirements for Crew Members in Australia? |
Crew Members and their Immediate Family |
Members in Australia will be required to disclose |
their Vanguard Fund accounts in My CrewNet/ |
My Compliance 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. |
B.2 Japan |
B.2(a) What are the additional trading |
restrictions for Crew Members in Japan? |
Crew Members are prohibited from activities |
including, but not limited to, placing an order |
with other association members (i.e., Investment |
firms), for the sale, purchase or other transaction |
in Securities, without obtaining prior written |
consent from their local Compliance Department; |
and engaging in margin transactions, Securities- |
related derivatives transactions, and specified OTC |
derivatives transactions on their own account. |
B.3 U.S. VAI Access Persons |
B.3(a) What are the additional trading |
restrictions for U.S. Crew Members that are VAI |
Access Persons? |
You are subject to the following restrictions with |
respect to any transaction in which you will acquire |
any direct or indirect Beneficial Ownership: |
Prohibition on Private Placements. You are |
prohibited from acquiring Securities in a Private |
Placement without prior approval from your |
local Compliance Department. In the event |
you receive approval to purchase Securities in |
a Private Placement, you must disclose that |
Investment if you play any part in a Vanguard |
Clients later consideration of an Investment in |
the issuer. |
Prohibition on IPOs. You are prohibited from |
acquiring Securities in an IPO. |
Prohibition on Short-Selling. You are prohibited |
from selling any Security that you do not own or |
otherwise engaging in Short-Selling activities. |
Prohibition on short-term trading. You are |
prohibited from purchasing and then selling any |
Covered Security at a profit, as well as selling |
and then repurchasing the Covered Security at |
a lower price within 60 calendar days. A last- |
in-first-out accounting methodology will be |
applied to a series of Securities purchases when |
applying this holding rule. If you realize profits |
on such short-term trades, you must relinquish |
the profits to The Vanguard Group Foundation |
(exclusive of commissions). |
Prohibition on short-term trading on options. |
You may hold options on a Covered Security |
until you exercise the options or the options |
expire. However, you may not otherwise close |
any open positions within 60 calendar days. If |
you realize profits on such short-term trades, |
you must relinquish such profits to The Vanguard |
Group Foundation (exclusive of commissions). |
For example, you would not be permitted to sell |
a Covered Security at $12 that you purchased |
within the prior 60 days for $10. Similarly, you |
would not be permitted to purchase a Covered |
Security at $10 that you had sold within the prior |
60 days for $12. |
B.4 Non-U.S. Crew Members that have |
Discretionary Management Arrangements |
B.4(a) Do I need to report discretionary |
Investment management arrangements if I am |
a non-U.S. Crew Member that is a Fund Access |
Person? |
If you, your spouse, or domestic partner have |
an arrangement in place with a third party to |
manage Securities on a discretionary basis, |
you must provide a copy of the discretionary |
29
management agreement to your local Compliance |
Department in advance of any transactions subject |
to the agreement. In addition, a Discretionary |
Management Approval Form must be submitted |
online via the Code of Ethics System, which is |
accessible through CrewNet. |
Web Resource Complete the Discretionary |
Management Approval Form during account setup in |
My CrewNet/My Compliance. |
If your local Compliance Department deems |
that the arrangement does not allow any prior |
communication or instruction in connection with |
the transaction between you or your Immediate |
Family Member and the portfolio manager of the |
account, the arrangement will be approved. You |
and your Immediate Family Members will not |
need to obtain preclearance of trades or report |
transactions or holdings that are subject to such |
an arrangement. However, you will be required |
to provide holdings and transaction reports to |
your local Compliance Department. If your local |
Compliance Department does not approve the |
arrangement, then the general requirements of the |
Code will apply. |
Appendix C: Independent Directors | |
and Trustees (U.S. Crew Only) | |
Independent Directors and Trustees of the | |
Vanguard Funds are required to report Securities | |
transactions to the Compliance Department only | |
when a transaction is completed within 15 days of | |
a security being purchased or sold by a Vanguard | |
Fund and the 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 | |
Standards of Conduct (excludes the | |
Section 2 | reporting requirements for conflicts |
of interest) | |
Section 5 | Anti-Bribery Policy |
Section 6 | Duty of Confidentiality |
Section 7 | Personal Securities Activities 7.1(a) |
and 7.3 (first bullet) |
30
Do the right thing |
© 2014 The Vanguard Group, Inc.
All rights reserved.
COEBR 112014